These Terms of Service (the "Terms") govern access to and use of the Superpapers website and software. They form a binding agreement between you and Superpapers Inc. ("Superpapers", "we", "us", "our"), a corporation incorporated under the Canada Business Corporations Act, with its head office in the Province of Quebec, Canada.
Please read these Terms carefully.
- Part A (Website Use) applies to everyone who visits or uses the marketing website at superpapers.co.
- Part B (Subscription Terms) applies to businesses that register for an account and use the Superpapers application at app.superpapers.co (the "Platform"). Part B is accepted at the time of account registration by clicking to accept these Terms, and it forms the subscription agreement between Superpapers and the customer.
If you do not agree to these Terms, do not use the website or the Platform.
1. Definitions
- "Customer" means the business that registers for an account and subscribes to the Platform.
- "Authorized User" means an individual the Customer permits to access the Platform under the Customer's account.
- "Platform" means the Superpapers software application, including the inventory management, marketplace listing, automated pricing, and related features made available to the Customer.
- "Connected Channels" means the third-party sales channels (such as the Customer's eBay and Shopify accounts) that the Customer connects to the Platform.
- "Connected Platforms" means eBay, Shopify, and other third-party services the Customer connects to or uses with the Platform.
- "Customer Data" means data the Customer or its Authorized Users submit to the Platform, and data retrieved by the Platform from Connected Channels on the Customer's instruction, including information about the Customer's end-customers.
- "Subscription Fee" means the recurring monthly fee for access to the Platform, as described in Section 10.1.
- "Variable Platform Fee" means the usage-based fee described in Section 10.2.
- "Gross Platform Sales" has the meaning given in Section 10.2.
- "Fees" means the Subscription Fee, the Variable Platform Fee, and any other amounts payable under these Terms.
Part A — Website Use
2. Use of the website
You may use the marketing website for lawful purposes and to learn about and subscribe to the Platform. You agree not to: use the website in a way that could damage, disable, or impair it; attempt to gain unauthorized access to any part of it; use automated means to scrape or harvest content except as expressly permitted; or use it to transmit unlawful, infringing, or harmful material.
3. Intellectual property in the website
The website and its content — including text, graphics, logos, the "Superpapers" name and marks, and software — are owned by Superpapers or its licensors and are protected by intellectual property law. You may not copy, reproduce, modify, or distribute website content except as expressly permitted or as necessary for ordinary viewing of the website.
4. No warranty on website content
Website content is provided for general information only and may include statements about plans, pricing, and features that are subject to change. The website is provided "as is" without warranty of any kind. Section 17 applies to your use of the website.
5. Third-party links
The website may link to third-party websites and services. We do not control them and are not responsible for their content, practices, or availability.
Part B — Subscription Terms
6. Eligibility — business customers only
The Platform is offered exclusively to businesses for use in the course of their commercial activities. By registering, the person accepting these Terms represents and warrants that: (a) they are at least the age of majority in their jurisdiction; (b) they are registering on behalf of a business; and (c) they have authority to bind that business to these Terms. The Platform is not offered to, and may not be used by, individuals acting for personal, family, or household purposes.
7. Accounts and Authorized Users
The Customer must provide accurate, complete, and current registration information and keep it up to date. The Customer is responsible for all activity under its account, for maintaining the confidentiality of credentials, and for the acts and omissions of its Authorized Users. The Customer must notify us promptly of any unauthorized use of its account.
8. The Platform
Superpapers provides a software platform that helps Canadian game stores manage trading-card inventory and sell online. Depending on the features made available, the Platform may include unified inventory management, listing and synchronization with Connected Channels, automated pricing tools, integration with the Customer's storefront, customer-relationship and buylist features, a bilingual interface, and tools to assist with migrating data from other platforms.
What the Platform is not. The Platform is a software tool. Superpapers is not a marketplace, is not a reseller or distributor of goods, does not take title to or possession of any goods, does not process payments for the Customer's sales, and is not a party to any transaction between the Customer and the Customer's end-customers. All sales of goods are made by the Customer, in the Customer's name, through the Customer's own accounts.
We may modify, add, or remove Platform features over time. We will not materially reduce the core functionality of a paid Platform without reasonable notice.
9. Connected Platforms
The Platform works with Connected Platforms such as eBay and Shopify. The Customer is solely responsible for: (a) maintaining its own accounts with each Connected Platform in good standing; (b) complying with the terms, policies, and fees of each Connected Platform; and (c) complying with the rules of relevant rights holders and programs (for example, Wizards of the Coast and the Wizards Play Network), including restrictions on the sale of sealed product.
Connected Platforms are operated by third parties and are outside our control. We are not responsible for, and disclaim all liability arising from: the availability, performance, or discontinuation of any Connected Platform; changes to a Connected Platform's API, policies, or fees; the suspension, restriction, or termination of the Customer's account by a Connected Platform; or any act or omission of a Connected Platform. The Customer's relationship with each Connected Platform is governed solely by that platform's own terms.
10. Fees and payment
10.1 Subscription Fee. The Customer pays a recurring Subscription Fee of CAD $199 per month for access to the Platform, unless a different fee is stated at the time of registration or in a written order. The Subscription Fee is billed monthly in advance.
10.2 Variable Platform Fee. In addition to the Subscription Fee, the Customer pays a Variable Platform Fee equal to 0.9% of the Customer's Gross Platform Sales for each calendar month. The Variable Platform Fee is a fee for use of the Platform calculated by reference to sales volume. It is not a commission on, and Superpapers is not an agent or party to, any sale.
"Gross Platform Sales" for a calendar month means the proceeds from sales of goods made through Connected Channels during that month, as reported by the applicable Connected Platform APIs (Shopify and eBay), including any shipping and handling amounts charged to the buyer, and less refunds, cancellations, returns, and chargebacks processed during that month as reflected in that data. Gross Platform Sales exclude applicable sales and other transaction taxes (such as GST, HST, and QST). For clarity, no deduction is made from Gross Platform Sales for marketplace, payment-processing, or other fees charged to the Customer by a Connected Platform. Sales made through channels not connected to the Platform, and in-store or other offline sales, are not included in Gross Platform Sales.
10.3 Fee computation and source data. The Variable Platform Fee is calculated automatically from data retrieved through the Connected Platform APIs after the end of each calendar month. The Customer can review the calculated Gross Platform Sales figure within the Platform. Absent manifest error, the data retrieved from the Connected Platform APIs is the agreed source for calculating the Variable Platform Fee. If the Customer wishes to dispute a calculation, it must notify us in writing within 15 days of the relevant invoice, identifying the specific discrepancy; the Customer must pay the undisputed portion in the meantime, and we will review the disputed portion in good faith.
10.4 Maintaining API connections. The Customer must keep its Connected Channels connected to the Platform and its API access valid for so long as it uses the Platform. If accurate sales data cannot be retrieved for a period because a connection has been disconnected, revoked, or impaired, the Variable Platform Fee for that period will be estimated based on the average Gross Platform Sales of the preceding three months (or, if fewer, the months available), and adjusted once accurate data becomes available. Disconnecting a Connected Channel for 7 consecutive days or more without our written agreement is a material breach of these Terms.
10.5 Billing and payment. The Subscription Fee (in advance) and the Variable Platform Fee (in arrears, once monthly data is available) are billed together on a single monthly invoice. The Customer must maintain a valid payment method with our payment processor, Stripe, and authorizes us, through that processor, to charge that payment method for all Fees when due. Payment card information is collected and stored by the payment processor, not by Superpapers.
10.6 Taxes. Fees are exclusive of applicable taxes. The Customer is responsible for all GST, HST, QST, and other taxes arising from these Terms (other than taxes on Superpapers' income), and for all taxes arising from the Customer's own sales of goods.
10.7 Late payment and suspension. If a payment fails or is overdue, we will charge your payment method on file again. If Fees remain unpaid for 7 days after we give the Customer notice, we may suspend the Customer's access to the Platform until the account is brought current. Suspension does not relieve the Customer of the obligation to pay Fees.
10.8 Overdue account. A non-paid bill will be considered Overdue after 30 days. Your account will be terminated for cause (Section 21). Current active eBay listings made using our services will be ended and a final invoice will be sent to you. Failure to pay this final invoice will result in lawful action, and the debt will be sent to a collection agency.
10.9 Changes to Fees. We may change the Subscription Fee, the Variable Platform Fee rate, or the fee structure on at least 30 days' prior notice. If the Customer does not agree to a change, the Customer's sole remedy is to terminate under Section 21 before the change takes effect. Continued use of the Platform after the change takes effect constitutes acceptance of the new Fees.
10.10 Trials and beta access. We may offer free trials, beta access, or promotional pricing. Unless we state otherwise in writing, trial and beta access is provided "as is", may be modified or withdrawn at any time, and is not covered by any commitment in Section 16. At the end of a trial or promotional period, standard Fees apply unless the Customer cancels first.
10.11 No refunds. Except where required by law or expressly stated by us in writing, Fees are non-refundable, and no credit is given for partial months or for periods of non-use.
11. Customer Data and privacy roles
Ownership. As between the parties, the Customer owns its Customer Data. The Customer grants Superpapers a non-exclusive, worldwide licence to host, process, transmit, and display Customer Data solely to provide and support the Platform and as otherwise permitted by these Terms.
Privacy roles. Customer Data includes personal information about the Customer's end-customers. With respect to that information, the Customer is the party responsible for it under applicable privacy law, and Superpapers acts only as a service provider, processing it solely to provide the Platform and on the Customer's instructions. The Customer is responsible for having a lawful basis and appropriate notices and consents in place for the personal information it processes through the Platform. Superpapers will apply reasonable confidentiality and security measures, will not use end-customer personal information for its own purposes, and will require its sub-processors to protect such information. Our handling of personal information is further described in our Privacy Policy.
Export and deletion. During the subscription, the Customer may export its Customer Data through the Platform's available tools. Following termination, the Customer may request an export of its Customer Data for 30 days, after which we may delete it in the ordinary course, subject to records we are required or permitted to retain by law.
12. Customer responsibilities and acceptable use
The Customer is solely responsible for its business and its sales, and agrees that it and its Authorized Users will:
- use the Platform only for lawful business purposes and in compliance with these Terms;
- comply with the terms and policies of all Connected Platforms and relevant rights holders and programs;
- ensure that listings, descriptions, images, and product information are accurate and that the Customer has the right to sell the goods it offers;
- review and remain responsible for all final prices, listings, and inventory decisions, including any prices generated with the help of the Platform's automated pricing tools;
- be responsible for collecting and remitting all taxes on its sales and for all customer service, fulfillment, returns, and disputes relating to its sales;
- not use the Platform to transmit unlawful, infringing, or harmful material, or to interfere with or compromise the security or integrity of the Platform; and
- not copy, modify, reverse engineer, resell, or create derivative works of the Platform, or access it to build a competing product.
We may suspend or limit access to address a violation of this Section or a security risk.
13. Automated pricing — no warranty of accuracy
The Platform's automated pricing tools draw on data from third-party sources (which may include Scryfall, TCGplayer, JustTCG, and similar services). Market pricing data is supplied by third parties, may be incomplete, delayed, or inaccurate, and can become stale quickly. Superpapers does not warrant the accuracy, completeness, timeliness, or fitness of any pricing data or pricing suggestion. Pricing suggestions are tools only. The Customer is solely responsible for reviewing, approving, and setting all prices, and Superpapers has no liability for prices set or sales made by the Customer, including underpricing, overpricing, or pricing errors.
14. Data migration — no warranty
Where the Platform offers tools to migrate data from another system (for example, from CrystalCommerce), the Customer acknowledges that migration depends on data the Customer or a third party provides and on third-party formats outside our control. We do not warrant that any migration will be complete, accurate, or error-free. The Customer is responsible for verifying migrated data before relying on it.
15. Intellectual property in the Platform; feedback
Superpapers and its licensors own all rights in the Platform, the website, and all related software, documentation, and marks. Except for the limited right to use the Platform during the subscription, no rights are granted to the Customer. If the Customer provides feedback or suggestions, the Customer grants Superpapers a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation.
16. Service availability
We will use commercially reasonable efforts to make the Platform available and to operate it reliably. The Platform is provided without a guaranteed uptime commitment or service-level credit. The Platform may be unavailable from time to time due to maintenance, updates, third-party failures (including Connected Platforms and hosting providers), or events beyond our control. We will use reasonable efforts to schedule planned maintenance to limit disruption and, where practicable, to give advance notice.
17. Disclaimer of warranties
To the maximum extent permitted by law, the website and the Platform are provided "as is" and "as available", with all faults, and Superpapers disclaims all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, quality, durability, and non-infringement, and any warranty that the Platform will be uninterrupted, error-free, secure, or that it will produce any particular business, financial, or sales result. No advice or information obtained from Superpapers creates any warranty not expressly stated in these Terms.
18. Limitation of liability
To the maximum extent permitted by law:
(a) Superpapers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, sales, goodwill, business, or data, or for the cost of substitute services, however caused and on any theory of liability, even if advised of the possibility of such damages.
(b) The total aggregate liability of Superpapers arising out of or relating to these Terms, the website, and the Platform, for all claims combined, will not exceed the total Fees actually paid by the Customer to Superpapers in the twelve (12) months immediately preceding the event giving rise to the claim.
(c) Without limiting the above, Superpapers has no liability for matters expressly allocated to the Customer or to third parties under these Terms, including the acts, omissions, availability, fees, and policy changes of Connected Platforms, the accuracy of third-party pricing data, prices set by the Customer, and the results of data migration.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. These limitations reflect a reasonable allocation of risk between commercial parties and are a fundamental basis of the bargain.
19. Indemnification by the Customer
The Customer will defend, indemnify, and hold harmless Superpapers and its directors, officers, and personnel from and against any third-party claim, and any resulting loss, liability, damage, cost, and expense (including reasonable legal fees), arising out of or relating to: (a) the Customer's goods, sales, listings, content, and business; (b) the Customer's use of the Platform in breach of these Terms or applicable law; (c) the Customer's breach of any Connected Platform or rights-holder terms; (d) the Customer's tax obligations; or (e) the Customer's handling of, or failure to obtain a lawful basis or required consents for, personal information processed through the Platform.
20. Confidentiality
Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will use the other's confidential information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is or becomes public without breach, was already known to the receiving party, is independently developed, or is rightfully received from a third party. A party may disclose confidential information if required by law, giving reasonable notice where permitted.
21. Term and termination
Term. The subscription begins when the Customer registers and continues on a month-to-month basis, renewing automatically each month, until terminated.
Termination for convenience. Either party may terminate the subscription effective at the end of the current monthly billing period by giving notice before that period ends, through the Platform's cancellation function or in writing.
Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within 15 days after notice (or, for non-payment, within the period in Section 10.8). We may terminate or suspend immediately if required by law, if continued provision poses a security or legal risk, or for the conduct described in Section 12.
Effect of termination. On termination: the Customer's right to access the Platform ends; the Customer remains liable for all Fees accrued up to termination, including the Variable Platform Fee for the final period; and the data export provisions of Section 11 apply. Sections that by their nature should survive termination (including Sections 1, 10 as to accrued amounts, 11, 13, 14, 15, 17, 18, 19, 20, 25, and 26) survive.
22. Changes to these Terms
We may update these Terms from time to time. If we make material changes to Part B, we will give the Customer reasonable prior notice (for example, by email or a notice within the Platform). Changes take effect on the stated effective date. If the Customer does not agree, the Customer's remedy is to terminate before the changes take effect. Continued use of the Platform after that date constitutes acceptance.
23. Force majeure
Neither party is liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including failures of Connected Platforms, hosting or telecommunications providers, internet disruptions, power failures, natural events, labour disruptions, and government actions.
24. General
Assignment. The Customer may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets.
Entire agreement. These Terms, together with the Privacy Policy and any order or plan details accepted at registration, are the entire agreement between the parties regarding their subject matter and supersede all prior discussions.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions stay in effect.
No waiver. A failure to enforce a provision is not a waiver of it.
Notices. We may give notice by email to the address on the Customer's account or by a notice within the Platform. The Customer must give notice to us at the contact address in Section 27.
Independent parties. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
25. Governing law and jurisdiction
These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec, without regard to conflict-of-laws rules. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec, sitting in the judicial district of Beauharnois, for any dispute arising out of or relating to these Terms, subject to Section 26.
26. Dispute resolution
Before commencing proceedings, the parties will first attempt in good faith to resolve any dispute through discussion, with a senior representative of each party, for a period of at least 30 days after written notice of the dispute. This does not prevent either party from seeking urgent injunctive relief.
27. Language
The parties have expressly requested that these Terms, and all related documents, be drawn up in English. A French-language version of these Terms is available; in the event of any inconsistency, the version required by applicable Quebec law governs.
28. Contact
Superpapers Inc.Province of Quebec, CanadaGeneral:Privacy: