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Terms of Use

Effective Date: Jun 1, 2025

These Terms of Use (the “Agreement”) govern use of the Kurli platform and related services (the “Services”). By accessing or using the Services, the user agrees to be bound by this Agreement. If the user disagrees with these Terms, the Services must not be used.

1. SERVICES

1.1 Services

Kurli Inc. (“Kurli”) offers a software-as-a-service solution comprising the following product suite tailored to retail businesses (the “Kurli Platform”):

  • Inventory Management
  • Customer Relationship Management (CRM)
  • Multi-Store Management
  • POS Integration (via Square)
  • Analytics & Reporting

1.2 Subcontractors

Kurli may engage subcontractors and third-party service providers—including, but not limited to, Square (for payment processing), cloud infrastructure providers, and analytics vendors—to support the delivery and functionality of the Services. While Kurli selects reputable providers and maintains integration points with such services, it does not control and shall not be liable for any disruption, unavailability, data loss, or error caused by those third parties, including but not limited to service outages, scheduled maintenance, performance degradation, or security incidents originating from their systems.

Kurli shall make reasonable efforts to notify the Merchant of any known or anticipated third-party service disruptions and, where feasible, assist in resolution. However, such events shall not constitute a breach of this Agreement.

Kurli shall not be liable for any damages, losses, liabilities, or interruptions arising from the Merchant’s unauthorized, unsupported, or improper use of any third-party service, including any integrations implemented outside of Kurli’s documented procedures or intended feature scope. For clarity, where Kurli supports integration with Square, such integration must be completed solely through officially supported mechanisms and limited to the features expressly permitted by Kurli.

If the Merchant engages in any such unsupported use and suffers loss or disruption, Kurli shall not be obligated to provide remediation or support and shall bear no responsibility for recovery of lost data, transactions, or business operations.

1.3 Service Level Agreement (SLA) & Uptime

Kurli targets 99.9% uptime per calendar month, excluding scheduled maintenance. In the event of unplanned outages, reasonable efforts shall be made to restore service promptly.

1.4 Support

Support is available Monday through Friday, 9:00 AM to 5:00 PM EST, excluding statutory holidays. Support channels include email and dashboard-integrated chat.

1.5 Disaster Recovery & Backups

Kurli performs daily backups via Supabase using secure encrypted storage, with disaster recovery protocols in place. In the event of a system failure, Kurli shall attempt full data restoration within 48 hours. All backup data is stored within Canada to ensure compliance with applicable data residency and privacy regulations. Kurli shall maintain appropriate technical and organizational measures to safeguard such backups against unauthorized access, corruption, or loss.

2. FEES, PAYMENT TERMS, AND CUSTOMER OBLIGATIONS

2.1 Subscription Fees

The Services operate on a recurring subscription model. All fees are billed in Canadian Dollars (CAD) unless otherwise stated and are based on the subscription tier selected by the Merchant. Fees are exclusive of applicable taxes, which shall be borne solely by the Merchant.

2.2 Payment Terms

Subscription fees are payable in advance and are due upon receipt of invoice. Payments are processed via third-party services (such as Square), and the Merchant shall maintain an active payment method on file at all times.

2.3 Late Payments and Termination

If payment is not received by the invoice due date, the Merchant shall be notified and granted a grace period of fourteen (14) calendar days. If full payment is not received within this period, Kurli reserves the right to terminate the Merchant’s account, revoke access to the Services, and delete any associated data in accordance with Clause 5.4 (Data Retention).

2.4 Taxes and Third-Party Charges

The Merchant shall be solely responsible for all applicable sales, use, excise, or value-added taxes imposed by any governmental authority in connection with the use of the Services, including any taxes arising from third-party integrations or services (e.g., Square transaction fees, additional processor surcharges, or gateway-specific levies).

3. CUSTOMER OBLIGATIONS

The Merchant agrees to:

  • Provide and maintain accurate and current business information, including valid retail licensing as required by provincial and federal regulators.
  • Restrict access to the Kurli Platform to authorized personnel only, and ensure that all users comply with the terms of this Agreement.
  • Promptly notify Kurli of any actual or suspected security breaches, unauthorized access, or compromised account credentials.

4. INTELLECTUAL PROPERTY

All intellectual property in the Kurli Platform is owned by Kurli or its licensors. The Merchant shall not:

  • Modify, reverse-engineer, or resell the Kurli Platform.
  • Use Kurli branding without prior written consent.

4.1 IP Infringement Defense.

Kurli shall defend the Merchant against third-party intellectual property infringement claims related to the Kurli Platform, provided the Merchant:

  • Promptly notifies Kurli in writing;
  • Cooperates in the defense; and
  • Allows Kurli sole control of the legal process.

5. DATA OWNERSHIP & SECURITY

5.1 Ownership

Kurli retains ownership of all customer and operational data stored in the Kurli Platform.

5.2 Security

Kurli employs AES-256 encryption, regular penetration testing, and secure cloud infrastructure. All data is encrypted in transit and at rest.

5.3 Minimization

Only data necessary to deliver the Services or comply with legal requirements is collected.

5.4 Data Retention

Following account termination, Kurli may retain Merchant data for administrative, legal, or operational purposes, including compliance with applicable laws and regulatory requirements. During this period, all retained data shall remain subject to the confidentiality, privacy, and security obligations outlined in this Agreement. Kurli shall not sell, disclose, or make public any Merchant data, nor shall such data be used for any purpose unrelated to regulatory compliance, dispute resolution, or technical administration. Where data is no longer required, Kurli may anonymize or securely dispose of it in accordance with industry best practices and applicable legal standards.

6. CONFIDENTIALITY

Each party shall maintain the confidentiality of all information disclosed during the term of this Agreement and shall protect it using commercially reasonable measures. “Confidential Information” includes, but is not limited to, business plans, technical data, customer information, financial data, trade secrets, or any other non-public information shared during the business relationship.

Such information shall not be disclosed to any third party except:

  • To employees, agents, or contractors who require the information to fulfill the purpose of this Agreement and are bound by similar confidentiality obligations; or
  • As required by law, regulation, or court order.

If disclosure is legally required, the disclosing party must, to the extent permitted by law, notify the other party promptly to allow for protective measures. This obligation remains effective throughout the term of the Agreement and continues thereafter for as long as the information remains confidential.

7. USE OF ARTIFICIAL INTELLIGENCE

Kurli utilizes artificial intelligence (AI) technologies to sweep, extract, generate, and curate content to enhance the Services. This includes analyzing user-submitted or publicly available data to structure information, generate insights, and create images or other media assets using AI tools.

All data processed or used in connection with AI systems shall be handled in accordance with Kurli’s confidentiality obligations and Privacy Policy. Kurli shall not sell, disclose, or repurpose customer data processed through AI for advertising or resale. AI tools are used solely to support customer experience and operational efficiency. Kurli shall implement commercially reasonable safeguards to ensure secure and lawful AI system operation.

8. TERM AND TERMINATION

8.1 Term

This Agreement shall renew automatically in accordance with the selected billing cycle.

8.2 Termination

Either party may terminate the Agreement with notice. If Kurli terminates the Agreement due to breach, access to the Services may be suspended immediately.

9. NON-SOLICITATION & PUBLICITY

9.1 Non-Solicitation

The Merchant agrees not to hire or solicit Kurli employees for twelve (12) months following termination of the Agreement.

9.2 Publicity

The Merchant grants Kurli the right to identify the Merchant's business as a client in marketing materials.

10. INDEMNITY

The Merchant shall indemnify and hold harmless Kurli from all third-party claims arising out of:

  • Use of the Kurli Platform;
  • Violation of applicable laws or regulations; or
  • Infringement of third-party rights via content uploaded by the Merchant.

11. DISPUTE RESOLUTION

All disputes arising under this Agreement shall be resolved via confidential arbitration in Canada. Class action participation is waived. Claims must be initiated within three (3) months of the event.

12. LIMITATION OF LIABILITY

To the fullest extent permitted by law:

  • The Services are provided "as is" and "as available," without warranties or guarantees, including uninterrupted or error-free operation.
  • Kurli shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, sales, data, business interruption, or reputational harm, even if advised of the possibility.
  • Kurli's total liability for any claim shall not exceed the amount paid by the Merchant in the twelve (12) months preceding the event. .

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance due to causes beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, government restrictions, internet or telecommunications outages, labour disputes, pandemics, or cyberattacks or unauthorized access that could not have been reasonably prevented despite the implementation of commercially reasonable safeguards.

14. GENERAL TERMS

  • Assignment. This Agreement may not be assigned without prior written consent.
  • Amendments. Modifications must be in writing and mutually agreed.
  • Notices. Notices shall be sent to the Merchant's registered email or to support@kurli.co.
  • Entire Agreement. This document represents the complete agreement between the parties.
  • Severability. If any provision is found to be invalid, the remaining provisions shall remain in full force and effect.

15. DEFINITIONS

  • Services: The Kurli software platform and any associated offerings.
  • Customer Data: Any data uploaded or generated by the Merchant.
  • Confidential Information: Any non-public technical, business, or legal information.
  • Authorized User: Any individual granted access to the Kurli Platform by the Merchant.
  • Subcontractor: Any third party engaged by Kurli to support service delivery (e.g., Square).