Terms of Service
COMMERCEBEAR
TERMS AND CONDITIONS
Last Updated: November 14, 2025
These Terms and Conditions (the “Terms”) alongwith any order form (an “Order Form”), ifapplicable, form a legally binding agreement (the “Agreement”)governing your subscription to, and use of, the CommerceBearsoftware-as-a-service solution (the “Services”) between the person orlegal entity (“Customer”, “you”, “your”) accessing the Services andCommerceBear Inc. (“CommerceBear”, “we”, “us”, or “our”).
By accessing or using theseServices, you hereby agree to be bound by the terms of this Agreement. Theindividual accessing the Services on behalf of Customer represents that theyare entitled to bind the Customer to this Agreement.
If Customer has a separate Order Form withCommerceBear, the terms of such Order Form are incorporated into thisAgreement. To the extentany terms of this Agreement conflict with the terms of an applicable OrderForm, the terms of the applicable Order Form shall control.
This Agreement can be updated from time to time inaccordance with Section 13.4 below. You are responsible for regularly reviewingthe most recent version of this Agreement.
1. SERVICES AND LICENSE
1.1. Description of Services. The Services consist of cloud-based softwaredesigned for furniture, home goods, and lighting manufacturers and brands tomanage product catalogs, create and track product listings, and syndicateproduct data to e-commerce platforms and other online retailers (collectively,“E-Commerce Platforms”).
1.2. Authorized Users. Subject to any applicable restrictions on the number of Customer'semployees, consultants or agents allowed to access the Services on Customer'sbehalf (“Authorized Users”), Customer has the ability to add or removeAuthorized Users through the Services. Customer is responsible for the acts oromissions of its Authorized Users, including their compliance with thisAgreement.
1.3. Updates. CommerceBear may modify or update the Services at any time, providedsuch changes do not materially degrade the Services’ core functionality.
2. INTELLECTUAL PROPERTY
2.1. Ownership of CommerceBear IP. All rights, title, and interest in and to the Services, including the underlyingplatform and technology, any associated documentation, and any enhancements,modifications, updates or derivatives thereof are and shall remain exclusively owned by CommerceBear.
2.2. License to CommerceBear IP. CommerceBear grants you a limited,non-exclusive, non-transferable, non-sublicensable license to access and use theCommerceBear Services during the Term, solely for lawful internal businesspurposes, in accordance with this Agreement and any applicable Order Form.
2.3. Customer DataOwnership.Customer retains ownership of all data, text, media, or other content uploadedor provided to the Services (“CustomerData”). Customer grants CommerceBear a worldwide, non-exclusive,non-transferable, non-sublicensable license to host, process, analyze, and useCustomer Data as necessary to provide and improve the Services.
2.4. De-Identified Data. Notwithstanding anythingin this Agreement to the contrary, CommerceBear may create De-Identified Data.“De-Identified Data” means data andinformation originally derived from Customer Data but stripped of identifierssuch that it does not identify Customer or any individual. De-Identified Datamay include but is not limited to technical, usage, performance, product, andstatistical information collected by CommerceBear when Customer accesses oruses the Services. CommerceBear owns all right, title, and interest in and tothe De-Identified Data, and may use such data for any lawful purpose, includingresearch, improvement of the Services, development of new products, trainingproprietary algorithms or models, data analytics, and other commercial purposes.
2.5. Feedback. All suggestions or feedback provided by Customer that do notinclude Customer’s Confidential Information are assigned to CommerceBear andmay be used without restriction.
3. COMPLIANCE AND ACCEPTABLE USE
3.1. CustomerObligations.You are responsible for all actions taken based on your approval. It is yourresponsibility to maintain secure access credentials. You are responsible forall necessary cooperation and information reasonably required by CommerceBearto deliver the Services.
3.2. Restrictions. You may not, and may notallow others to:
i) copy, modify, decompile,reverse-engineer, or create derivative works of the Services;
ii) resell or sublicenseaccess;
iii) interfere with or disruptthe operation or security of the Services;
iv) use the Services to performor enable any activity that breaches law or any E-Commerce Platform or otherthird-party rules;
v) attempt to replicate orextract CommerceBear’s methods, data models, or account networks; and
vi) use the Services for anyactivity that poses legal, operational, or reputational risk to CommerceBear orany third party.
3.3. Suspension. CommerceBear reserves theright to immediately suspend or terminate Customer’s or any Authorized User’saccess or use of the Services at any time if it has a reasonable basis tobelieve that Customer is in violation of the terms hereof.
4. E-COMMERCE PLATFORMS
4.1. E-Commerce Platform Access. Certain features of theServices are designed to interoperate with E-Commerce Platforms, their software,and applications. To use such features, Customer may be required to obtainaccess and authorize CommerceBear and its personnel to have access to suchthird-party platforms, services and applications.
4.2. Customer Data Submissions. Customer is solelyresponsible for reviewing and approving all Customer Data it submits toE-Commerce Platforms. Customer represents that all Customer Data it submits toE-Commerce Platforms is lawful, non-infringing, and compliant with the policiesof E-Commerce Platforms. Customer acknowledges that E-Commerce Platforms mayrestrict, suspend, or remove content or accounts at their discretion.CommerceBear is not responsible for such actions and makes no warranty as toplatform access continuity or results. Customer acknowledges that E-CommercePlatforms may update or change their terms, policies, or enforcement practicesat any time. CommerceBear is not responsible for any suspension, ban, takedown,or other impact resulting from such changes.
4.3. E-Commerce Platform Interoperability;Exclusions.While the Services are designed to interoperate with E-Commerce Platforms,their continued compatibility with any specific E-Commerce Platform isdependent on such E-Commerce Platform and Customer acknowledges thatCommerceBear cannot guarantee that such E-Commerce Platform will remaininteroperable with the Services. Customer further acknowledges and agreesthat CommerceBear is not the licensor or publisher of the E-Commerce Platformsand has no liability or responsibility for the content or functionality of anyE-Commerce Platform or any acts, omissions, outages, defects, or failuresattributable to the E-Commerce Platform provider.
5. FEES AND PAYMENT
5.1. Payment of Fees. In consideration of the Services, Customer shallpay the fees either (a) shown in CommerceBear’s online checkout flow, if any;or (b) as agreed between the parties in an Order Form. Unless agreed otherwisein an Order Form, any renewal shall be at CommerceBear’s then current rates.
5.2. No Refunds. Unless otherwise agreed, subscription fees paid arenon-refundable. If usage starts partway through a billing period, CommerceBearmay invoice pro rata for the partial period, at its discretion.
5.3. No Set-Off. You may not reduce anyamount payable to CommerceBear under this Agreement due to any counterclaim,set-off, adjustment, or other claim you might have against CommerceBear, anyother party, or otherwise.
5.4. Taxes. All fees are exclusive ofany sales tax, use tax, withholding tax, or other applicable transaction taxes.You are responsible for all such taxes. CommerceBear may invoice you for sales,use, value added, goods, services, or similar taxes directly attributable toCustomer’s receipt of Services under this Agreement. Customer will indemnifyCommerceBear for the full amount of applicable taxes.
5.5. Late Payment; Interest. If any invoice is notpaid when due, CommerceBear may charge interest on the outstanding amount atthe lesser of 1.5% per month or the maximum rate permitted by law, from duedate until paid. CommerceBear reserves the right to suspend or terminate youraccess to the Services until all overdue amounts (and accrued interest) arepaid.
6. CONFIDENTIALITY
6.1. Definition of ConfidentialInformation. “Confidential Information”means any and all data or information including the terms of this Agreement,the Customer Data, specifications, documents, correspondence, research,software, web logs, trade secrets, discoveries, ideas, know-how, designs,drawings, product information, technical information, credentials and allinformation concerning the operations, affairs and businesses of a party, thefinancial affairs of a party and the relations of a party with its customers,employees and service providers (including customer lists, customerinformation, account information, consumer markets, sales figures and marketingplans) which is disclosed or made available (in any format) by such party (the“Disclosing Party”)in connection with the Agreement to the other party (the “Receiving Party”).The terms of the Agreement are deemed Confidential Information (including allfees).
6.2. ConfidentialityObligations. The Receiving Party shall hold in strictconfidence any Confidential Information under the same degree of care as itnormally protects its own confidential information, but in no case less than areasonable degree of care. Notwithstanding the foregoing, the Receiving Partymay disclose Confidential Information in cases where (i) the information ismade public through no fault of or contribution by the Receiving Party; (ii)the information was made available to the Receiving Party by a third party thatwas legally in possession thereof and was free to disclose same; (iii) theinformation was independently acquired by third parties without access to orknowledge of the Confidential Information; or (iv) this disclosure was requiredby law or a court order, provided that the Receiving Party gives the DisclosingParty enough advance warning of this requirement so as to give the latterenough time to adopt whatever measures may be needed to avoid or limit thedisclosure.
7. WARRANTIES AND DISCLAIMERS
7.1. Mutual Warranty.Each party hereby represents and warrants that: (i)it has the right to enter into this Agreement, to grant the licenses grantedherein and to perform its obligations hereunder, in each instance without theconsent of a third party; (ii) when executed and delivered, this Agreementshall be each party’s legal, valid, and binding obligation enforceable inaccordance with its terms; and (iii) it shall comply with all applicable lawsand third-party policies concerning its activities pursuant to this Agreement.
7.2. Exclusions.THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHEREXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS ORWARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. CUSTOMER ACKNOWLEDGESTHAT, EXCEPT AS PROVIDED IN THIS AGREEMENT, NO REPRESENTATIONS HAVE BEEN MADERESPECTING THE SERVICES PROVIDED HEREIN, AND THAT CUSTOMER HAS NOT RELIED ONANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGESCOMMERCEBEAR MAKES NO WARRANTY REGARDING THE INTEROPERABILITY OR FUNCTIONALITYOF ANY E-COMMERCE PLATFORM. TO THE EXTENT ANY AI FUNCTIONALITY IS INCORPORATEDINTO THE SERVICES, CUSTOMER ACKNOWLEDGES THAT AI-GENERATED OUTPUTS ARE PROBABILISTICIN NATURE, ARE NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT, AND THAT CUSTOMERREMAINS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI-GENERATED CONTENT BEFOREUSE. ANY INFORMATION OR OUTPUT DATA PROVIDED THROUGH THE SERVICES IS PROVIDEDON AN “AS IS” AND “AS AVAILABLE” BASIS.
8. INDEMNIFICATION
8.1. Indemnification byCustomer. Customer shall indemnify, defend and hold harmlessCommerceBear, and its respective officers, directors, employees, agents,subcontractors, successors, and assigns (“CommerceBearIndemnitees”) from and against any claims, demands, actions,causes of action, damages, losses, costs, liabilities, judgments, penalties,interest or expenses including legal fees and expenses, which may be made orbrought against the CommerceBear Indemnitees and/or which the CommerceBearIndemnitees may suffer or incur as a result of, in respect of, or arising outof or relating to (1) any failure by Customer to comply with any applicablestatutes, laws, ordinances or regulations or E-Commerce Platform; and (2) anyinfringement, violation or misappropriation of any Intellectual Property Rightof any third party on account of any Customer Data or Confidential Informationprovided by Customer.
8.2. Indemnification by CommerceBear.CommerceBear shall indemnify, defend and hold harmless Customer, and itsrespective officers, directors, employees, agents, subcontractors, successors,and assigns (“Customer Indemnitees”) from and against any claims,demands, actions, causes of action, damages, losses, costs, liabilities,judgments, penalties, interest or expenses including legal fees and expenses,which may be made or brought against Customer Indemnitees and/or which CustomerIndemnitees may suffer or incur as a result of, in respect of, or arising outof or relating to (1) any gross negligence or willful misconduct ofCommerceBear; or (2) any infringement, violation or misappropriation of anyIntellectual Property Right of any third party on account of any CommerceBear intellectualproperty or Confidential Information provided by CommerceBear, unless (i) suchinfringing intellectual property was not supplied or directed by CommerceBear,or was combined with other products, services, processes, or materials notsupplied or directed by CommerceBear (where the alleged infringement relates tosuch combination); or (ii) any such infringement claim is based upon CustomerData.
8.3. Remedies.Notwithstanding anything herein to the contrary, if any intellectual propertyinfringement claim is brought or threatened against Customer, or ifCommerceBear reasonably believes that the Services may infringe a third party’sIntellectual Property Rights, then CommerceBear may, at its sole option andexpense: (i) procure for Customer the right to continue to use the Services;(ii) modify the Services, as applicable, to make it non-infringing withoutmaterially reducing its functionality; (iii) replace the affected aspect of theServices with non-infringing technology having substantially similarcapabilities; or (iv) if CommerceBear determines, in its sole discretion, thatnone of the foregoing remedies are commercially practicable, then it may chooseto suspend or terminate the impacted Order Form or the Agreement as a whole andrefund all paid and unused fees.
8.4. Disclaimer.WITHOUT AFFECTING EITHER PARTY’S TERMINATION RIGHTS, THIS SECTION 8 STATES THEENTIRE LIABILITY OF COMMERCEBEAR, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITHRESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTYRIGHTS BY COMMERCEBEAR, THE SERVICES, OR ANY PART THEREOF.
9. LIMITATION OF LIABILITY
9.1. Exclusion of Consequential and RelatedDamages. TO THE EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOSS OFPROFITS, REVENUES OR INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE ORCONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER AND REGARDLESS OF THEFORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR A PARTY HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Limitation of Liability.NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OTHER THAN EACHPARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 AND OTHER THAN EITHERPARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO CASE SHALL EITHER PARTY’SLIABILITY WITH RESPECT TO ANY AND ALL INCIDENTS ARISING OUT OF OR RELATED TOTHIS AGREEMENT EXCEED, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY,THE GREATER OF (a) $100; or (b) THE AGGREGATE FEES PAID BY CUSTOMER HEREUNDERDURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. IT ISAGREED THAT THIS LIMITATION OF LIABILITY DOES NOT RELIEVE CUSTOMER OF THEOBLIGATION TO PAY FEES AND OTHER AMOUNTS PAYABLE TO COMMERCEBEAR, PLUS ANYAPPLICABLE TAXES.
10. TERM AND TERMINATION
10.1. Initial Term. The Initial Term shall:
i) if Customer uses free Services, commence on thestart date when Customer first accesses the Services until Customer’s accountis deleted, unless earlier terminated in accordance with this Section 10;
ii) if there is an Order Form, commencing on theeffective date of such Order Form and continue for the subscription periodprovided in an Order Form, unless earlier terminated in accordance with thisSection 10; or
iii) if purchased via online checkout, commence on the subscription start date shown at checkout and continuefor the subscription period the Customer selected in the checkout flow, unlessearlier terminated in accordance with this Section 10.
(in each case, the “Initial Term”).
10.2. Renewal. At the end of the Initial Term, thisAgreement will automatically renew for successive periods equal in length tothe Initial Term (each, a “Renewal Term”) unless either party provideswritten notice of non-renewal at least thirty (30) days before the current termexpires. The Initial Term and successive Renewal Terms are collectively the “Term” of this Agreement. Fees for allRenewal Terms shall be at CommerceBear’s then-current rates.
10.3. Termination for Cause. Either Party may terminate (i) upon thirty (30) days’ written notice fora material breach not cured within such period, or (ii) upon the other’sinsolvency, bankruptcy, or cessation of business.
10.4. Effect of Termination. Upon termination of this Agreement: (a) any applicable Order Forms shallterminate concurrently; (b) CommerceBear will cease delivering the Services;(c) Customer shall pay all outstanding fees through the termination date; and (d)each Party shall return or destroy the other Party’s intellectual property andConfidential Information within thirty (30) days of termination or expiration,subject to customary recordkeeping or legal retention requirements.
10.5. Survival.The provisions of Sections 2 (Intellectual Property), 3 (Compliance andAcceptable Use), 5 (Fees and Payment), 6 (Confidentiality), 8(Indemnification), 9 (Limitation of Liability), and 10 (Term and Termination),together with any other provisions which by their nature are intended tosurvive, shall survive termination or expiration of this Agreement.
11. FORCE MAJEURE
11.1. Neither party shallbe liable for delay or failure to perform due to causes beyond reasonablecontrol, including natural disasters, labor disputes, acts of war, governmentalrestrictions, or failures of E-Commerce Platforms or third-party platforms orinfrastructure. If a force majeure event continues for more than thirty (30)consecutive days and materially prevents CommerceBear from performing theServices, Customer may terminate the affected Order Form upon written notice, provided,however, that CommerceBear shall remain entitled to all fees accrued or payableup to the date of suspension or termination.
12. PUBLICITY
12.1. Unless you opt outin writing, CommerceBear may identify you as a customer and use your name andlogo in marketing materials, case studies, and investor communications.
13. GENERAL TERMS
13.1. Governing Law. ThisAgreement will be governed by and will be construed in accordance with the lawsof the Province of Ontario and the federal laws of Canada applicable therein.For the purpose of all legal proceedings, this Agreement will be deemed to havebeen made and performed in the Province of Ontario and the courts of theProvince of Ontario will have exclusive jurisdiction to entertain any actionarising under this Agreement. CommerceBear and Customer each hereby attorn tothe exclusive jurisdiction of the courts of the Province of Ontario.
13.2. Assignment.Neither party may assign this Agreement without written consent, except to anaffiliate or successor. Notwithstanding the foregoing, either Party may assignthis Agreement upon a merger, acquisition, or sale of substantially all itsassets, provided written notice is given to the other Party. Any otherassignment requires prior written consent.
13.3. Notices. Any notices or other communications provided by CommerceBear under thisAgreement, including those regarding modifications to this Agreement, will begiven by CommerceBear by email to the email address associated withyour account or as provided in an Order Form. Any notices by you should beprovided to CommerceBear at the email provided at the bottom of this Agreement.
13.4. Entire Agreement. ThisAgreement and any Order Form constitute the entire agreement and supersedeprior agreements. CommerceBear may update or amend these Terms on fifteen (15)days’ written or electronic notice. Continued use of the Services after thenotice period constitutes acceptance of the updated Agreement.
13.5. Severability. Ifany provision is held invalid, then such provision shall be deemed modified tothe extent necessary in order to render such provision valid and enforceable inthe manner that best advances the spirit of this Agreement; if such provisionmay not be so saved, it shall be severed and the remainder of this Agreementshall remain in full force and effect.
13.6. Waiver. No delay or omission by a Party toexercise any right or power it has under this Agreement or to object to thefailure of any covenant of the other Party to be performed in a timely andcomplete manner, shall impair any such right or power or be construed as awaiver of any succeeding breach or default. All waivers must be in writing andsigned by the Party waiving its rights.
13.7. IndependentContractor. The Parties are independentcontractors. Nothing in this Agreement creates a partnership, joint venture, oragency relationship.