Fyrris — Términos y Condiciones de Suscripción para Minoristas

4.1 Registration

You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. Inaccurate information may result in immediate suspension or termination of your account.

4.2 Credentials

You are responsible for maintaining the confidentiality of your account credentials. You agree to notify Fyrris immediately at support@fyrris.com of any unauthorized access to or use of your account. Fyrris is not liable for any loss or damage arising from your failure to maintain the security of your credentials.

4.3 Account Responsibility

You are responsible for all activity that occurs under your account, whether or not authorized by you. You may not share your account with third parties or allow multiple users to access the Platform under a single account unless expressly permitted by your Subscription plan.

5.1 Grant

Subject to your compliance with these Terms and timely payment of applicable Subscription fees, Fyrris grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business purposes as a participating retailer during the Subscription term.

5.2 Restrictions

You may not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, disassemble, or decompile any component of the Platform; (c) sell, resell, rent, lease, or sublicense access to the Platform; (d) use the Platform to build a competing product or service; (e) use automated means to access the Platform in a manner that exceeds reasonable usage; or (f) remove or alter any proprietary notices or labels.

5.3 Reservation of Rights

All rights not expressly granted to you are reserved by Fyrris. The Platform is licensed, not sold.

6.1 Plans

Fyrris offers the following Subscription plans: (a) Founding Member Plan — $2,400 USD/year, limited to the first 250 Retailers; (b) Standard Plan — $3,600 USD/year or $349 USD/month; (c) Growth Plan — custom pricing for multi-location networks. Plan details, including included features and location limits, are described on the Fyrris pricing page.

6.2 Billing

Annual Subscriptions are billed in full upon signup. Monthly Subscriptions (where available) are billed on the same calendar day each month. All fees are in USD unless otherwise specified. Fyrris uses a third-party payment processor; by providing payment information you authorize recurring charges.

6.3 Price Changes

Fyrris may change Subscription fees for future billing cycles upon at least 30 days' written notice. For Founding Member Plan holders, the annual rate is locked for the life of an active Subscription; a lapse in payment that results in account cancellation forfeits the locked rate.

6.4 Taxes

Fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes imposed by any governmental authority, excluding taxes on Fyrris's net income.

6.5 Late Payments

Overdue amounts accrue interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is lower) from the due date. Fyrris may suspend Platform access for accounts with overdue balances after providing 7 days' notice.

8.1 Cancellation by Retailer

You may cancel your Subscription at any time through your account settings or by contacting support@fyrris.com. Cancellation takes effect at the end of the current billing period. Access to the Platform continues until the end of the paid period.

8.2 Termination by Fyrris

Fyrris may suspend or terminate your account immediately, with or without notice, if: (a) you materially breach these Terms and fail to cure such breach within 10 days of written notice; (b) you engage in fraudulent, abusive, or unlawful conduct; (c) continued operation of your account poses a security or legal risk to Fyrris or other users; or (d) Fyrris ceases to offer the Platform.

8.3 Effect of Termination

Upon termination: (a) your license to use the Platform immediately terminates; (b) you must cease all use of the Platform and delete any locally cached Platform data; (c) Fyrris may delete your account and User Data after a 30-day grace period, unless legally required to retain it; (d) provisions of these Terms that by their nature should survive termination will survive.

9.1 General Policy

All Subscription fees are non-refundable except as expressly stated in this Section or as required by applicable law.

9.2 Founding Member 90-Day Guarantee

Retailers who subscribe to the Founding Member Plan are eligible for a full refund of the annual Subscription fee if they request cancellation within 90 days of their initial payment date. To request a refund under this guarantee, contact support@fyrris.com with your account email and a brief description of your reason for cancellation. Refunds under this guarantee are processed within 10 business days to the original payment method. This guarantee applies once per Retailer entity and is not transferable.

9.3 Other Plans

Standard and Growth Plan Subscriptions are not eligible for pro-rated refunds upon mid-period cancellation unless termination was caused by a material breach by Fyrris.

10.1 Content Accuracy

You are solely responsible for the accuracy, completeness, and legality of all product data, images, pricing, and other information you submit to the Platform. Fyrris is not responsible for inaccuracies in your Product Catalogue.

10.2 Prohibited Conduct

You agree not to use the Platform to: (a) upload content that infringes any third-party intellectual property rights; (b) submit false, misleading, or deceptive product information; (c) harass, abuse, or harm consumers or other users; (d) introduce malware, viruses, or other harmful code; (e) violate any applicable law, regulation, or third-party right; or (f) circumvent any access controls, security features, or usage limits.

10.3 Compliance

You are responsible for complying with all laws applicable to your business operations, including consumer protection, privacy, advertising, and product safety laws in the jurisdictions in which you operate.

11.1 Licence to Retailer Content

You grant Fyrris a non-exclusive, worldwide, royalty-free licence to use, reproduce, process, adapt, and display your Product Catalogue and associated materials solely for the purpose of providing the Platform and Consumer App features to you and to consumers.

11.2 AR Processing

Fyrris will use commercially reasonable efforts to generate AR Content from your Product Catalogue within the timeframes indicated in your onboarding documentation. Fyrris does not warrant that AR Content will be a pixel-perfect representation of physical products; minor variations in colour, texture, and scale are expected.

11.3 Retailer Approval

Fyrris may make AR Content live in the Consumer App after reasonable review. You may request corrections to AR Content by submitting a support request. Fyrris will use reasonable efforts to address corrections within 10 business days.

11.4 Content Removal

Fyrris reserves the right to remove any product listing or AR Content that, in Fyrris's reasonable determination, violates these Terms, applicable law, or third-party rights, after providing reasonable notice to you where practicable.

12.1 Privacy Policy

Our collection and use of personal data is governed by the Fyrris Privacy Policy, available at https://fyrris.com/privacy, which is incorporated herein by reference.

12.2 Retailer Data

Fyrris processes User Data on your behalf in accordance with your instructions as documented in these Terms and our Privacy Policy. You retain ownership of your User Data. Fyrris will not sell your User Data to third parties.

12.3 Security

Fyrris implements commercially reasonable technical and organisational measures to protect User Data against unauthorised access, disclosure, alteration, and destruction. However, no security system is impenetrable, and Fyrris cannot guarantee absolute security.

12.4 Consumer Data

Consumer data collected through the Consumer App is governed by the Fyrris consumer-facing Privacy Policy. Retailers do not receive identifiable consumer personal data through the Platform without the consumer's express consent.

13.1 Fyrris IP

The Platform, including all software, design, technology, algorithms, AR processing pipelines, trademarks, and documentation, is and remains the sole and exclusive property of Fyrris and its licensors. Nothing in these Terms transfers any ownership interest in Fyrris IP to you.

13.2 Retailer IP

You retain all ownership rights in your Product Catalogue, brand assets, and other original materials you provide to Fyrris. Except for the licence granted in Section 11.1, Fyrris acquires no rights in your intellectual property.

13.3 Feedback

If you provide suggestions, ideas, or feedback about the Platform ("Feedback"), you grant Fyrris a perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose without compensation or attribution to you.

15.1 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. FYRRIS DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR THAT AR CONTENT WILL PERFECTLY REPRESENT PHYSICAL PRODUCTS.

15.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FYRRIS'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO FYRRIS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) $500 USD.

15.3 Exclusion of Consequential Damages

IN NO EVENT SHALL FYRRIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF FYRRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.4 Essential Basis

THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. FYRRIS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.

17.1 Governing Law

These Terms are governed by and construed in accordance with applicable law, without regard to conflict of law principles. For Canadian retailers: governed by the laws of the Province of Quebec, Canada. For US retailers: governed by the laws of the State of Nevada, USA.

17.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting Fyrris at support@fyrris.com. Fyrris will attempt to resolve the dispute within 30 days of receiving notice.

17.3 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration administered by a mutually agreed arbitration body under its commercial arbitration rules, with proceedings conducted in the applicable jurisdiction (for Canadian retailers: Montreal, Quebec, Canada; for US retailers: Las Vegas, Nevada, USA). The arbitrator's decision shall be final and binding.

17.4 Exceptions

Notwithstanding the arbitration clause, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information.

17.5 Class Action Waiver

All claims must be brought in an individual capacity and not as a class or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and Fyrris regarding the Platform and supersede all prior agreements and understandings.

18.2 Amendments

Fyrris may update these Terms at any time. We will provide at least 30 days' notice of material changes by email or Platform notification. Continued use of the Platform after the effective date of changes constitutes acceptance.

18.3 Severability

If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

18.4 Waiver

Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.

18.5 Assignment

You may not assign these Terms or your account without Fyrris's prior written consent. Fyrris may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

18.6 Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, pandemics, government actions, or internet infrastructure failures.

18.7 Notices

Legal notices to Fyrris must be sent in writing to the applicable entity address below. Notices to you will be sent to the email address on your account.