These Terms & Conditions (the "Terms") form a binding agreement between Sideboard Inc., a corporation incorporated under the laws of Alberta, Canada ("Sideboard," "we," "us," or "our"), and the individual or business that subscribes to Sideboard (the "Subscriber," "you," or "your"). The Sideboard platform, including all software, data feeds, integrations, dashboards, and supporting services, is referred to in these Terms as the "Service."
By creating an account, subscribing to a Sideboard catalog plan, completing payment through Stripe, or otherwise accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are subscribing on behalf of a business, partnership, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and the words "you" and "Subscriber" refer to that entity. If you do not agree to these Terms, do not create an account, subscribe to, or use the Service.
Subscriptions are billed on a recurring basis (monthly or annually, as selected at checkout). All payments are processed by Stripe, Inc. ("Stripe"). By subscribing, you authorize Sideboard, through Stripe, to charge your payment method on file at the start of each billing period and on each renewal until the subscription is cancelled in accordance with these Terms. Subscriptions renew automatically for successive terms of the same length unless cancelled before the renewal date.
All prices are listed in Canadian dollars (CAD) and are exclusive of applicable taxes, which will be added where required by law. Sideboard may change subscription pricing at any time, provided that any change to the price of your existing subscription will not take effect until at least thirty (30) days after we provide notice (by email or in-app notification). If you do not agree to a price change, you may cancel your subscription before the change takes effect; cancellation in those circumstances takes effect at the end of your current paid term and no refund of fees already paid will be issued except as required by applicable law.
Where a free trial is offered, the trial will convert automatically to a paid subscription at the end of the trial period unless you cancel before that date. You may cancel your subscription at any time through your account settings or by contacting support@sideboard.gg. Cancellation takes effect at the end of the then-current billing period, and you will retain access to the Service until that date. Except as required by applicable law (including non-waivable rights under the Consumer Protection Act (Alberta) and other applicable consumer-protection legislation), Sideboard does not provide refunds or credits for partial subscription periods, unused features, or for periods during which the Service is not used.
The Service is provided on an "as available" basis. Sideboard operates a complex, distributed platform that depends on third-party data providers, cloud infrastructure, telecommunications networks, and external application programming interfaces (APIs). The Service may experience scheduled maintenance windows, unscheduled outages, performance degradation, latency, data delays, and errors from time to time. Continuous, uninterrupted, or error-free access to the Service is not guaranteed.
Sideboard does not warrant any specific uptime percentage and reserves the right, at any time and without liability, to modify, suspend, throttle, or discontinue any feature or component of the Service for maintenance, security, legal, operational, or any other reason. We will use commercially reasonable efforts to provide advance notice of planned maintenance where practicable, but we cannot guarantee such notice in every circumstance, particularly for emergency maintenance, security incidents, or events arising from a Force Majeure Event (defined in Section 13).
To the maximum extent permitted by applicable law, Sideboard and its affiliates, directors, officers, employees, contractors, agents, and licensors (collectively, the "Sideboard Parties") shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or aggravated damages, or for any loss of profits, revenue, business opportunities, goodwill, data, or anticipated savings, arising out of or relating to the Service or these Terms, whether based on contract, tort (including negligence), strict liability, statute, or otherwise, even if a Sideboard Party has been advised of the possibility of such damages.
Without limiting the foregoing, the Sideboard Parties shall not be liable for losses arising from or relating to:
In no event shall the aggregate liability of the Sideboard Parties to you, taken in the aggregate across all claims, exceed the greater of: (a) the total subscription fees actually paid by you to Sideboard for the Service in the three (3) months immediately preceding the event giving rise to the claim; or (b) one hundred Canadian dollars (CAD $100).
Nothing in these Terms operates to exclude or limit liability for: (i) fraud or fraudulent misrepresentation; (ii) gross negligence or wilful misconduct; (iii) death or personal injury caused by negligence; or (iv) any other liability that cannot be excluded or limited under applicable law.
If you are an individual consumer (and not subscribing on behalf of a business), nothing in these Terms limits or affects any non-waivable rights you may have under applicable consumer-protection legislation, including the Consumer Protection Act (Alberta), the Competition Act (Canada), and the Sale of Goods Act (Alberta). The limitations and exclusions in this Section 5 apply to consumers only to the fullest extent permitted by such laws.
Except as expressly set out in these Terms and to the maximum extent permitted by applicable law, the Service and all catalog, pricing, and market data made available through the Service are provided "as is" and "as available," without warranties or conditions of any kind, whether express, implied, statutory, or otherwise. Sideboard specifically disclaims all implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, accuracy, completeness, currency, title, and non-infringement. Sideboard does not warrant that the Service will be uninterrupted, secure, or error-free, that defects will be corrected, or that market price data or catalog data will be accurate, complete, current, or free from errors at any given time. You acknowledge that you are solely responsible for verifying the accuracy of data before relying on it for any business purpose.
Subject to your compliance with these Terms and payment of applicable fees, Sideboard grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your internal card retail business operations. You agree that you will not, and will not permit any third party to:
You are responsible for maintaining the confidentiality and security of your account credentials and for all activity that occurs under your account. You will notify Sideboard immediately of any suspected unauthorized access. Sideboard may suspend or terminate your access to the Service, with or without notice, if we reasonably believe you are in breach of this Section 7 or are otherwise creating risk to the Service or to other users.
"Subscriber Data" means any data, content, or information that you or your end users submit to, generate within, or sync through the Service, including customer names, email addresses, store credit balances, inventory listings, and pricing rules. As between you and Sideboard, you own all right, title, and interest in and to your Subscriber Data. You grant Sideboard a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process, and otherwise use Subscriber Data solely as necessary to provide and improve the Service, to comply with law, and as otherwise permitted by these Terms or our Privacy Policy.
You are responsible for ensuring that your collection, use, and disclosure of Subscriber Data complies with all applicable laws, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Information Protection Act (Alberta), and any equivalent legislation that applies to you. You represent and warrant that you have all necessary rights, consents, and authorizations to provide Subscriber Data to Sideboard and to have it processed as contemplated by the Service.
Sideboard implements commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data against unauthorized access, use, alteration, and disclosure. No system, however, is perfectly secure, and Sideboard does not warrant that Subscriber Data will be free from unauthorized access in all circumstances.
Payment processing for the Service is provided by Stripe and is subject to the Stripe Services Agreement and other Stripe terms (collectively, the "Stripe Terms"). By agreeing to these Terms and providing payment information, you also agree to be bound by the Stripe Terms, as they may be updated by Stripe from time to time. Sideboard does not store full payment card numbers; all payment data is collected, transmitted, and stored by Stripe in accordance with the PCI-DSS standard.
Sideboard is not responsible for, and disclaims all liability arising from, any act, omission, error, failure, downtime, or unauthorized access relating to Stripe or its infrastructure. If you have a dispute with Stripe regarding a charge, refund, or chargeback, you agree to address that dispute directly with Stripe and your card issuer; Sideboard will provide commercially reasonable assistance with associated record requests but is not a party to such disputes.
You agree to defend, indemnify, and hold harmless the Sideboard Parties from and against any and all third-party claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to: (a) your use of, or inability to use, the Service; (b) your Subscriber Data, including any claim that it infringes, misappropriates, or violates a third party’s rights or any applicable law; (c) your business operations, including the pricing, sale, listing, or fulfilment of any product to any customer; (d) your breach or alleged breach of these Terms or any representation, warranty, or covenant in them; and (e) your violation of any applicable law or any third-party right (including any privacy, intellectual-property, or consumer-protection right).
Sideboard will provide you with prompt notice of any claim subject to indemnification and reasonable cooperation in the defence at your expense. Sideboard reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with Sideboard’s defence.
Either party may terminate these Terms by cancelling the subscription as described in Section 3. Sideboard may additionally suspend or terminate your access to the Service, in whole or in part and with or without notice, if: (a) you fail to pay any fee when due; (b) you breach these Terms, including Section 7 (Acceptable Use); (c) we reasonably believe your use of the Service creates risk to Sideboard, to other users, or to the integrity or security of the Service; or (d) we are required to do so by law or by a third-party service provider on which the Service depends.
On termination, your right to access and use the Service ceases immediately. For a period of thirty (30) days following termination (the "Wind-Down Period"), Sideboard will, on your written request and provided your account is in good standing, make commercially reasonable efforts to make your Subscriber Data available for export in a structured, commonly used format. After the Wind-Down Period, Sideboard may delete or anonymize your Subscriber Data in accordance with our retention practices, except where retention is required by law. Sideboard may discontinue the Service in whole or in part at any time; if Sideboard discontinues the Service in its entirety prior to the end of a paid term, Sideboard will refund the pro-rata portion of pre-paid fees attributable to the unused portion of that term.
Sideboard may update these Terms from time to time. We will provide notice of material changes by in-app notification or by email to the address on file at least fourteen (14) days before the changes take effect. If you do not agree to a material change, your sole and exclusive remedy is to cancel your subscription before the change takes effect, in which case the cancellation will take effect at the end of your then-current paid term and Sideboard will not enforce the revised Terms against you during that term. Your continued use of the Service after the effective date of a revised version of these Terms constitutes your acceptance of the revised Terms.
Sideboard will not be liable for any failure or delay in performance of its obligations under these Terms to the extent such failure or delay is caused by events or circumstances beyond its reasonable control (each, a "Force Majeure Event"), including: acts of God, natural disasters, fire, flood, earthquake, severe weather; war, terrorism, civil disturbance, riot, or insurrection; epidemic or pandemic; strikes, labour disputes, or other industrial action; failure or unavailability of telecommunications networks, internet backbone, payment networks, or third-party services (including Stripe, Shopify, JustTCG, and cloud-infrastructure providers); cyberattacks, denial-of-service attacks, ransomware, and other security incidents not arising from Sideboard’s gross negligence; and any act, order, or restriction of any government or regulatory authority. The time for performance will be extended for so long as the Force Majeure Event continues.
These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta sitting in the City of Calgary, and waive any objection to venue in such courts, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
(a) Entire Agreement. These Terms, together with the Privacy Policy and any order form or plan terms presented at checkout, constitute the entire agreement between you and Sideboard regarding the Service and supersede all prior agreements, understandings, and communications, whether oral or written, with respect to that subject matter.
(b) Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, severed from these Terms, and the remaining provisions will remain in full force and effect.
(c) No Waiver. No failure or delay by Sideboard in exercising any right, power, or remedy under these Terms operates as a waiver of that right, power, or remedy, nor does any single or partial exercise preclude any further exercise.
(d) Assignment. You may not assign, transfer, or sublicence these Terms or any rights or obligations under them, by operation of law or otherwise, without Sideboard’s prior written consent. Sideboard may assign these Terms, in whole or in part, without your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
(e) Survival. Any provision of these Terms that, by its nature, is intended to survive termination or expiry will so survive, including Sections 5 (Limitation of Liability), 6 (Disclaimer of Warranties), 8 (Subscriber Data & Your Responsibilities), 10 (Indemnification), 14 (Governing Law & Dispute Resolution), and this Section 15.
(f) Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between them.
(g) Notices. Sideboard may provide notices to you by email to the address on file, by in-app notification, or by posting to the Service. You will provide legal notices to Sideboard by email to support@sideboard.gg, with a copy by registered mail to Sideboard Inc. at the registered office address on file with the Alberta Corporate Registry. Notices are deemed given when delivered.
(h) Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que ces conditions et tous les documents connexes soient rédigés en anglais.
(i) Headings. Section headings are for convenience only and do not affect interpretation.
Contact
Questions about these Terms, and all support requests, can be sent to support@sideboard.gg.
