PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE POPUPREACH PLATFORM. BY CREATING AN ACCOUNT OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
1. Definitions
- "Agreement" means these Terms and Conditions together with any Order Form, subscription confirmation, and incorporated policies including the Privacy Policy and PIPEDA Compliance Statement.
- "Merchant" or "You" means the business operator, franchise owner, or authorized representative who registers for and uses the PopupReach platform.
- "Platform" means the PopupReach web application, APIs, campaign tools, analytics dashboard, and related technology operated by PopupReach Inc.
- "Campaign" means a promotional offer created by a Merchant on the Platform, distributed to potential customers via paid or organic channels.
- "Consumer Participant" means an individual member of the public who claims a deal, redeems a QR code, or voluntarily provides contact information through a Merchant's Campaign.
- "Merchant Data" means all data, content, and materials uploaded, submitted, or created by the Merchant through the Platform, including Campaign content, business information, and Consumer contact lists.
- "Consumer Data" means personal information of Consumer Participants collected through a Merchant's Campaign, including opted-in phone numbers.
- "Subscription" means the recurring payment plan selected by the Merchant to access the Platform.
- "PopupReach," "we," "our," or "us" means PopupReach Inc., a corporation incorporated under the laws of Manitoba, Canada.
2. Account Registration and Eligibility
To use the Platform, you must:
- Be at least 18 years of age
- Be a duly authorized representative of the business entity you register on behalf of
- Provide accurate, current, and complete registration information
- Maintain the security of your account credentials
- Promptly notify PopupReach of any unauthorized access to your account
You are responsible for all activity that occurs under your account. PopupReach reserves the right to suspend or terminate accounts that provide false or misleading registration information.
3. Subscription Plans and Fees
3.1 Available Plans
PopupReach offers the following subscription tiers (pricing in Canadian dollars, subject to change with 30 days' notice):
- Pilot: Free — 1 active offer, 50 consumer notifications per month, basic analytics
- Starter: $49/month — 3 active offers, 200 notifications per month, full analytics, customer leads
- Growth: $149/month — unlimited offers, 500 notifications per month, priority support
- Franchise Starter: $249/month — 2 locations, unified dashboard, cross-location analytics
- Franchise Growth: $349/month — 3 locations, per-location campaign control
- Franchise Pro: $449/month — 4 locations, monthly cross-location rollup
- Franchise Elite: $529/month — 5 locations, dedicated account representative
Per-location pricing is also available: $299 CAD/location/month for locations 1–3; $199 CAD/location/month for locations 4 and above. An ad spend platform fee of 10% applies to all advertising spend managed through the Platform.
3.2 Billing and Payment
- Subscriptions are billed monthly or annually in advance in Canadian dollars
- Payment is processed by Stripe, our third-party payment processor. By providing payment information, you authorize PopupReach to charge your payment method on a recurring basis
- All fees are non-refundable except as expressly provided in Section 3.4 (Refunds)
- Failure to pay may result in suspension or termination of your account
- Applicable taxes (including HST/GST where required) will be added to your invoice
3.3 Plan Changes and Upgrades
You may upgrade your subscription plan at any time. Upgrades take effect immediately and are prorated for the current billing period. Downgrades take effect at the start of the next billing cycle.
3.4 Refunds
PopupReach does not offer refunds on monthly subscription fees. For annual subscriptions, we offer a prorated refund for unused months if you cancel within 14 days of annual renewal. One-time onboarding fees are non-refundable once onboarding services have been delivered.
3.5 Free Pilot Plan
The free Pilot plan is provided at our sole discretion and may be modified or discontinued at any time with 14 days' notice. Continued use of the Pilot plan following such notice constitutes acceptance of any changes.
4. Merchant Obligations and Acceptable Use
4.1 Campaign Content Standards
As a Merchant using the Platform, you agree that all Campaign content will:
- Be truthful, accurate, and not misleading
- Accurately represent the offer, price, time window, and any restrictions
- Comply with all applicable federal and provincial laws including competition law, advertising standards, and consumer protection legislation
- Not promote illegal products or services
- Not contain discriminatory, offensive, or harassing content
- Honour all claims made under active Campaigns — you are solely responsible for fulfilling the offer presented to Consumer Participants
4.2 Consumer Data Obligations
As a Merchant who collects Consumer Data through the Platform, you agree to:
- Use Consumer Data (including opted-in phone numbers) solely for lawful marketing purposes consistent with the consent obtained at the time of collection
- Comply with the Canadian Anti-Spam Legislation (CASL), including obtaining valid express consent before sending commercial electronic messages to Consumer Participants
- Comply with PIPEDA and applicable provincial privacy legislation with respect to Consumer Data
- Provide Consumer Participants with a clear and simple unsubscribe mechanism
- Not sell, license, or transfer Consumer Data to third parties
- Maintain appropriate security measures to protect Consumer Data
PopupReach acts as a data processor for Consumer Data on your behalf. You are the data controller and are responsible for ensuring lawful use of Consumer Data under PIPEDA and CASL.
4.3 Prohibited Uses
You may not use the Platform to:
- Violate any applicable law or regulation
- Create Campaigns for prohibited products including tobacco, firearms, controlled substances, or adult content
- Engage in deceptive, fraudulent, or manipulative practices
- Attempt to circumvent, disable, or interfere with platform security features
- Access or scrape data from the Platform by automated means without our express written consent
- Impersonate another business or individual
- Distribute malware, phishing links, or other harmful content
- Use the Platform in a manner that could damage, overburden, or impair PopupReach's infrastructure
5. Intellectual Property
5.1 PopupReach IP
The Platform, including all software, algorithms, designs, trade names, trademarks, logos, and content created by PopupReach, is and remains the exclusive intellectual property of PopupReach Inc. A patent application has been filed with the Canadian Intellectual Property Office (CIPO) for the proximity intent technology underlying the Platform. Nothing in this Agreement grants you any ownership interest in PopupReach's intellectual property.
We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal business purposes during the term of your active Subscription.
5.2 Merchant IP
You retain all intellectual property rights in your Merchant Data (Campaign content, business information, logos, and materials you upload to the Platform). You grant PopupReach a limited, non-exclusive, royalty-free licence to use, store, display, and process your Merchant Data solely to the extent necessary to provide the Services.
5.3 Feedback
If you provide PopupReach with suggestions, ideas, or feedback about the Platform ("Feedback"), you grant us an irrevocable, perpetual, royalty-free licence to use the Feedback in any manner without compensation or attribution to you.
6. Data Ownership and Processing
6.1 Merchant Data Ownership
You own your Merchant Data. PopupReach processes Merchant Data as a data processor on your behalf, subject to our Privacy Policy and applicable data protection law.
6.2 Consumer Data
Consumer Data collected through your Campaigns is owned by you as the Merchant. PopupReach stores and makes Consumer Data available to you through the Platform but does not use Consumer Data for PopupReach's own marketing purposes.
6.3 Aggregated Data
PopupReach may collect, generate, and use aggregated, de-identified data derived from Platform usage (including campaign performance metrics, platform feature usage, and industry benchmarks) for the purpose of improving the Platform, developing new features, and preparing industry reports. Aggregated data does not identify individual merchants or consumers.
6.4 Platform Data
All platform-generated data (claim codes, QR codes, redemption logs, analytics events) is owned by PopupReach. We grant you a licence to access and export your associated analytics data through the Platform dashboard.
7. Service Availability and Support
7.1 Service Levels
PopupReach targets 99.5% platform uptime on a monthly basis for paid subscription tiers. We do not guarantee specific uptime for the free Pilot plan. Scheduled maintenance windows will be communicated with at least 48 hours' notice where possible.
7.2 Support
- Pilot plan: community documentation only
- Starter plan: email support with 2 business day response target
- Growth plan: email support with 1 business day response target
- Franchise plans: priority email support with 2-hour SLA for critical issues during business hours; dedicated account representative for Franchise Elite
7.3 Service Modifications
PopupReach reserves the right to modify, update, or discontinue features of the Platform at any time. For material changes affecting paid subscription tiers, we will provide at least 30 days' notice. Continued use of the Platform after the notice period constitutes acceptance of the changes.
8. Third-Party Integrations
The Platform integrates with third-party services including Meta Platforms (Facebook/Instagram), Google Ads, Stripe, Clerk, Supabase, and Moneris (future integration). Your use of these third-party services is subject to their respective terms of service and privacy policies. PopupReach is not responsible for the availability, accuracy, or practices of third-party services.
Note regarding advertising platform compliance: Meta and Google require separate API compliance approval (typically 60–90 day review process) before automated ad distribution can be enabled. Until such approval is obtained, campaign distribution is performed manually using the Campaign Launch Sheet generated by the Platform. You acknowledge and accept this limitation as part of the current version of the Service.
9. Disclaimers and Limitation of Liability
9.1 Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POPUPREACH DISCLAIMS ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
WE DO NOT WARRANT THAT: (A) THE PLATFORM WILL MEET YOUR SPECIFIC BUSINESS REQUIREMENTS; (B) CAMPAIGNS WILL ACHIEVE ANY SPECIFIC LEVEL OF FOOT TRAFFIC, SALES, OR REVENUE; (C) THE PLATFORM WILL BE FREE FROM ERRORS, BUGS, OR SECURITY VULNERABILITIES; OR (D) ANY THIRD-PARTY ADVERTISING PLATFORMS WILL APPROVE OR DISTRIBUTE YOUR CAMPAIGNS.
9.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POPUPREACH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
POPUPREACH'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL SUBSCRIPTION FEES PAID BY YOU TO POPUPREACH IN THE 3 MONTHS PRECEDING THE CLAIM; OR (B) $500 CAD.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for consequential damages, so some of the above limitations may not apply to you.
9.3 Indemnification
You agree to indemnify, defend, and hold harmless PopupReach, its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the Platform; (b) your Merchant Data; (c) your Campaigns; (d) your use of Consumer Data; (e) your breach of this Agreement; or (f) your violation of any applicable law or third-party rights.
10. Term and Termination
10.1 Term
This Agreement begins when you create an account and continues until terminated as provided herein.
10.2 Termination by You
You may terminate your subscription at any time through the Platform settings or by contacting us at billing@popupreach.com. Termination takes effect at the end of your current billing period. You will retain access to the Platform until the end of the paid period.
10.3 Termination by PopupReach
We may terminate or suspend your account immediately and without notice if you: materially breach this Agreement and fail to cure the breach within 7 days of written notice; engage in fraudulent or illegal activity; or violate our Acceptable Use Policy. We may also terminate the Platform entirely with 60 days' written notice to all Merchants.
10.4 Effect of Termination
Upon termination: your access to the Platform ceases; your Merchant Data will be retained for 36 months in accordance with our Privacy Policy and then deleted; Consumer Data associated with your account will be deleted within 30 days of account closure unless you export it before termination; and any outstanding invoices become immediately payable.
11. Confidentiality
Each party agrees to maintain the confidentiality of the other party's non-public business information disclosed in connection with the Services. This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law. Confidentiality obligations survive termination of this Agreement for 3 years.
12. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties for a period of 30 days. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration administered by a single arbitrator under the Arbitration Act (Manitoba). The arbitration shall take place in Winnipeg, Manitoba. The language of arbitration shall be English.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.
13. General Provisions
- Entire Agreement: This Agreement, including incorporated policies, constitutes the entire agreement between you and PopupReach regarding the Services and supersedes all prior agreements and understandings.
- Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
- Waiver: Failure by PopupReach to enforce any provision of this Agreement shall not constitute a waiver of that provision.
- Assignment: You may not assign or transfer your rights under this Agreement without PopupReach's prior written consent. PopupReach may assign this Agreement in connection with a merger, acquisition, or sale of assets.
- Notices: Notices to PopupReach must be sent to legal@popupreach.com. Notices to you will be sent to the email address associated with your account.
- Force Majeure: Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control.
- Language: The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demandé que cette convention et tous les documents connexes soient rédigés en anglais.
14. Contact Information
- Legal inquiries: legal@popupreach.com
- Billing: billing@popupreach.com
- Support: support@popupreach.com
- Privacy: privacy@popupreach.com
- Address: Winnipeg, Manitoba, Canada