End User License Agreement & Terms of Service

These Terms govern access to and use of Lumitag, a service provided and operated by Empyrean Merchant Services Inc. By connecting, accessing, or using Lumitag on behalf of a business, you agree to these Terms and represent that you have authority to bind that business.

1. Parties and Acceptance

This End User License Agreement and Terms of Service (“Terms”) is an agreement between Empyrean Merchant Services Inc. (“Empyrean,” “we,” “us,” or “our”) and the merchant, business, or authorized user that accesses or uses Lumitag (“Merchant,” “you,” or “your”).

If you do not agree to these Terms, you must not access or use Lumitag.

2. The Lumitag Service

Lumitag is a business technology platform designed to help merchants organize product information and manage electronic shelf label content. Lumitag may integrate with third-party platforms, including Clover, to import authorized inventory information and use identifiers required to establish and maintain the Clover connection.

3. Clover Integration

When you choose to connect Clover, you authorize Lumitag to access the information permitted by the Clover permissions presented during authorization.

The current Lumitag Clover integration requests read access to Inventory only. It does not currently request Clover permissions for Customers, Employees, Merchant profile data, Orders, Payments, or Ecommerce and does not currently request Clover Inventory write permission.

You may revoke the connection using available Clover controls or by contacting Empyrean for assistance.

4. Authority to Connect Merchant Accounts

You represent and warrant that you are authorized to connect each Clover merchant account and any other third-party account that you connect to Lumitag, and that your use of the connected data is lawful.

5. License

Subject to these Terms, Empyrean grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use Lumitag for your internal business purposes during the period in which you are authorized to use the service.

6. Restrictions

You must not, directly or indirectly:

• use Lumitag for unlawful, fraudulent, or abusive purposes;
• attempt unauthorized access to systems, accounts, or data;
• circumvent authentication, access controls, or security measures;
• introduce malware or intentionally disrupt the service;
• scrape, extract, or use data through Lumitag in a manner that violates law or applicable third-party terms;
• reverse engineer, decompile, or attempt to derive source code except to the extent such restriction is prohibited by applicable law;
• resell or sublicense Lumitag except under a separate written agreement with Empyrean.

7. Merchant Data and Privacy

Our handling of information through Lumitag is described in the Lumitag Privacy Policy: https://app.lumitag.ca/legal/privacy.html .

You remain responsible for the lawfulness, accuracy, and appropriate use of information you provide, connect, import, or instruct Lumitag to process.

8. Account Security

You are responsible for protecting credentials associated with your accounts and for activity performed by users you authorize. You must promptly notify Empyrean if you reasonably suspect unauthorized access to Lumitag or a connected account.

9. Third-Party Platforms

Lumitag may depend on third-party platforms, APIs, networks, hardware, services, or infrastructure, including Clover. Those services are controlled by their respective providers and may be subject to separate terms, privacy policies, technical requirements, availability, and changes.

Empyrean does not control and is not responsible for changes, interruptions, restrictions, or failures originating solely from a third-party platform.

10. Fees

Some Lumitag functionality may be offered without charge during development, testing, promotional periods, or under a free service tier. If paid plans or fees apply, applicable pricing and billing terms will be disclosed through the applicable marketplace, order form, service agreement, or other authorized purchase process.

11. Intellectual Property

Lumitag, its software, interfaces, designs, documentation, branding, and related intellectual property are owned by or licensed to Empyrean, except for third-party materials and trademarks.

Clover and other third-party names, marks, products, and services are the property of their respective owners. No ownership of third-party intellectual property is transferred under these Terms.

12. Feedback

If you voluntarily provide product suggestions or feedback, you grant Empyrean permission to use that feedback to operate and improve Lumitag without an obligation to compensate you, provided that this does not transfer ownership of your confidential business information.

13. Updates and Changes

We may update, modify, add, or remove Lumitag features as the service evolves. We may also update these Terms. Material updates will be reflected by changing the effective or last-updated date posted at this URL or through another reasonable form of notice where required.

14. Availability and Maintenance

We work to keep Lumitag available and functional, but continuous or uninterrupted availability is not guaranteed. The service may be temporarily unavailable because of maintenance, updates, security events, internet or infrastructure failures, third-party platform issues, or circumstances outside our reasonable control.

15. Suspension and Termination

Empyrean may suspend or terminate access where reasonably necessary to protect the service, respond to security risks, comply with law, address non-payment where applicable, or respond to a material breach of these Terms.

You may discontinue use of Lumitag and revoke applicable third-party connections. Provisions that by their nature should survive termination will continue to apply, including provisions concerning intellectual property, disclaimers, limitations of liability, and dispute terms.

16. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Lumitag is provided on an “as is” and “as available” basis. Empyrean disclaims warranties that are not expressly stated in a separate written agreement, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the extent such disclaimers are legally permitted.

Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

17. Limitation of Liability

To the maximum extent permitted by applicable law, Empyrean will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenues, goodwill, business opportunities, or data arising from or relating to Lumitag, even where advised that such damages may be possible.

Where liability cannot be excluded, Empyrean's aggregate liability arising from or relating to Lumitag will be limited to the greater of (a) the amount paid by the Merchant to Empyrean specifically for Lumitag during the six months preceding the event giving rise to the claim, or (b) CAD $100, except where applicable law prohibits such a limitation.

18. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold Empyrean harmless from third-party claims, losses, liabilities, and reasonable costs arising from your unlawful use of Lumitag, your violation of these Terms, or your unauthorized use of another person's or business's account or data.

19. Compliance with Law

Each party is responsible for complying with laws and regulations applicable to its activities under these Terms, including applicable privacy, data protection, intellectual property, and electronic commerce requirements.

20. Governing Law

Except where applicable law requires otherwise, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

Subject to any mandatory legal rights or jurisdiction requirements, disputes arising from these Terms will be subject to the courts located in Ontario, Canada.

21. Entire Agreement

These Terms, the Lumitag Privacy Policy, and any applicable written service agreement, order form, or marketplace terms constitute the agreement applicable to your use of Lumitag. If a separately signed agreement expressly conflicts with these Terms, the separately signed agreement controls to the extent of that conflict.

22. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

23. Contact