EFFECTIVE AS OF: SEPTEMBER 2025
LAST MODIFIED: APRIL 2026
Welcome to the website and Application, owned and operated by Unefi Inc. and Unefi Ltd. (“Unefi”, “we”, “us”, or “our”). These Terms of Use (“Terms of Use”) govern your access to and use of Unefi’s web-based Applications, tools, and platforms that You subscribed to or that Unefi otherwise makes available to You.
The Services provide software for a relationship and marketing management system. The systems provide faster, more accurate deployment of in-store programs, effective management of fixtures and assets, and ensure superior store execution and compliance.
Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to the Agreement.
Application means the Optimum Retailing Application or the Realgram Application, as applicable.
Authorized User means a third-party vendor of products or services engaged by You for the purpose of supplying products and/or services to You in connection with merchandising and retail activities.
Confidential Information means all non-public information disclosed by either party, including business, financial, technical, operational, and customer-related information.
Hosting Provider means the third-party hosting provider used by Unefi, initially Amazon Web Services (AWS).
Subscription Term means the initial term and any renewal periods applicable to the Services.
Your Data means all data supplied, uploaded, generated, or otherwise made available by You in connection with the Services.
During the Subscription Term, Unefi will provide authorized Users access to use the Services as described in the Agreement and applicable Order Forms.
You are responsible for ensuring all Users comply with these Terms of Use.
You may use the Services solely in connection with your retail merchandising activities in the jurisdiction specified in the applicable Order Form.
Violation of these standards may result in suspension or termination of access to the Services.
Both parties agree to protect Confidential Information using reasonable care and not disclose such information except as permitted under the Agreement.
Confidential Information may only be disclosed where legally required or otherwise permitted under the Agreement.
Unefi retains all ownership rights, including Intellectual Property Rights, in and to the Services and Unefi Property.
You are granted access to use the Services only and are not granted ownership or licensing rights to Unefi software or intellectual property.
Any feedback, suggestions, or improvements submitted to Unefi may be used by Unefi without restriction or compensation.
You retain ownership of all rights to Your Data.
You grant Unefi permission to use Your Data only as necessary to provide the Services and perform obligations under the Agreement.
You are solely responsible for the accuracy, legality, and appropriateness of Your Data.
Please refer to the Privacy Policy for additional information regarding collection and processing of information.
Unefi warrants that the Services will be provided in a commercially reasonable manner and will not knowingly introduce malicious code into the Services.
Except as expressly stated, the Services are provided “as is” without warranties of any kind.
Unefi shall not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits or data.
Unefi’s total liability shall not exceed the fees paid by You under the Agreement.
You agree to indemnify and hold harmless Unefi and its affiliates from claims, damages, losses, liabilities, and expenses arising from:
You grant Unefi the right to add your company name and/or logo to Unefi’s customer list and website.
The parties agree that the Agreement shall be drafted in English.
You may not assign the Agreement without Unefi’s prior written consent. Unefi may assign the Agreement without prior consent.
The parties are independent contractors and nothing in the Agreement creates a partnership, employment, or agency relationship.
The relationship between the parties is non-exclusive.
Each party agrees to comply with all applicable laws and regulations.
No waiver of rights under the Agreement shall be effective unless in writing.
If any provision is found invalid or unenforceable, the remaining provisions shall remain in effect.
The Agreement is solely for the benefit of the parties and does not create third-party beneficiary rights.
Sections relating to Intellectual Property, Confidentiality, Liability, Indemnification, and Dispute Resolution survive termination of the Agreement.
Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, internet outages, pandemics, labour disruptions, or governmental actions.
The parties agree to attempt good-faith resolution of disputes before pursuing legal remedies.
If unresolved after sixty (60) days, either party may pursue legal or equitable remedies available under applicable law.
The Agreement is governed by the laws of the Province of Ontario, Canada.
The parties irrevocably attorn to the exclusive jurisdiction of the Courts of Toronto, Ontario.