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FairFlo Terms of Service

Last Updated: July 6, 2026

Please read these Terms of Service carefully before creating an account or using FairFlo. By clicking "I agree," creating an account, connecting a Faire account, or otherwise accessing or using the Service, you and the organization you represent ("you," "your," or "Subscriber") agree to be bound by this Agreement. If you do not agree, do not use the Service.

You represent that you have the authority to bind your organization to this Agreement. If you are using the Service on behalf of a company or other entity, "Subscriber" refers to that entity.

Section 14 (Dispute Resolution) contains a binding arbitration provision and a class-action waiver that affect your legal rights. Please read it carefully.

1. Definitions

"Service" means the FairFlo software-as-a-service platform, including the web dashboard, analytics, AI features, sync functions, application programming interfaces, and any related tools or services we make available.

"Provider," "we," "us," or "our" means Ikigai Holdings Corporation, a corporation organized under the laws of British Columbia, Canada, doing business as FairFlo.

"User" means any individual you authorize to access the Service under your account, including your employees, contractors, and agents.

"Connected Account" means any third-party account, platform, or service you connect to or integrate with the Service, including your Faire seller account.

"Connected Account Data" means any data we access, receive, or retrieve from a Connected Account, including brand and product information, order and transaction records, retailer and customer records, message and conversation threads, and analytics.

"Subscriber Data" means all data, content, and information you or your Users submit to, upload to, generate through, or make available to the Service, including Connected Account Data, inputs to AI features, and any retailer or customer information processed through the Service.

"AI Features" means any feature of the Service that uses artificial intelligence, machine learning, or large language models to generate suggestions, drafts, messages, scoring, insights, or other outputs ("Outputs").

"Aggregated Data" means data and information derived from Subscriber Data and from use of the Service that has been de-identified, anonymized, and/or aggregated so that it does not identify you, any User, or any individual.

"Faire" means the wholesale marketplace operated by Faire Wholesale, Inc. FairFlo is an independent product and is not affiliated with, endorsed by, or sponsored by Faire.

2. The Service

2.1 What FairFlo Does. The Service helps brands that sell on Faire analyze their wholesale performance, surface retention and reorder signals, and prepare outreach drafts for retailers using AI. FairFlo's access to Faire is read-only; it does not send, modify, or delete anything in your Faire account, and you send any outreach yourself in Faire. The specific features available to you depend on your plan.

2.2 Changes to the Service. We may add, modify, or remove features of the Service at any time. We will use commercially reasonable efforts to avoid materially degrading core functionality during a paid term, but we do not guarantee that any particular feature will remain available.

2.3 Beta and Early-Access Features. Some features, or the entire Service, may be offered on a beta, preview, or early-access basis. Beta features are provided "as is," may be incomplete or unstable, may change or be discontinued at any time, and are excluded from any service commitment or warranty. Beta features may be removed at any time without notice and may never become generally available. You use beta features at your own risk.

3. Connected Accounts and Faire

3.1 Authorization. To use core features, you must connect your Faire seller account. By connecting any Connected Account, you represent and warrant that (a) you own or are authorized to access and connect that account, (b) you are entitled to grant us access to it and to the Connected Account Data, (c) your account is in good standing, and (d) connecting it and using the Service with it does not violate any agreement between you and the Connected Account provider.

3.2 Our Access. Our access to your Faire account is read-only. You authorize us to access, retrieve, store, and process Connected Account Data as needed to provide the Service, including to sync data, generate analytics and Outputs, prepare drafts for your review, and troubleshoot. We do not send, modify, or delete anything in your Connected Account; you send any outreach yourself in Faire.

3.3 Your Responsibility for Third-Party Terms. You are solely responsible for ensuring that your use of the Service in connection with any Connected Account complies with that provider's terms of service, acceptable-use policies, and messaging or automation rules, including those of Faire. We do not control Faire and make no representation that any particular use of the Service is permitted under Faire's terms.

3.4 No Liability for Connected Accounts. We are not responsible for, and disclaim all liability arising from, (a) the availability, accuracy, or behavior of any Connected Account or its provider, (b) any provider's decision to suspend, restrict, rate-limit, terminate, or take any other action against your account, including any action taken in response to your outreach or your use of the Service, or (c) any change a provider makes to its platform, terms, or interfaces that affects the Service. You acknowledge that automated or high-volume activity may carry a risk of restriction by a Connected Account provider, and you assume that risk.

3.5 Not Affiliated with Faire. "Faire" and related marks are the property of Faire Wholesale, Inc. The Service is independent and is not affiliated with, sponsored by, or endorsed by Faire.

4. License and Acceptable Use

4.1 License. Subject to this Agreement and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your own internal business purposes (the "Permitted Purpose").

4.2 Restrictions. You will not, and will not permit any User or third party to: (a) resell, sublicense, rent, lease, or otherwise make the Service available to any third party except as expressly permitted; (b) reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, including any attempt to extract, reconstruct, or discover the prompts, models, weights, or training data behind the AI Features ("prompt extraction" or "model extraction"), except to the extent this restriction is prohibited by law; (c) copy, modify, or create derivative works of the Service; (d) use the Service to build or assist in building a competing product or service, or for benchmarking, competitive analysis, or automated testing or evaluation of the AI Features; (e) interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service or its infrastructure; (f) remove or obscure any proprietary notices; (g) exceed any usage, rate, or volume limits, or use the API in an abusive manner; or (h) use the Service in violation of this Agreement or any applicable law.

4.3 Outreach Compliance. You are solely responsible for all outreach, messages, and campaigns you prepare using or send in connection with the Service, including their content, timing, recipients, and frequency. You represent and warrant that your outreach will comply with all applicable laws and rules, including Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA) where applicable, comparable laws in other jurisdictions, and Faire's messaging rules. You are responsible for obtaining any consents and providing any notices required for your outreach. We do not obtain consents or provide notices on your behalf.

4.4 Prohibited Content. You will not use the Service to transmit content that is unlawful, fraudulent, deceptive, harassing, defamatory, obscene, infringing, or that contains malware. We may suspend or remove content or activity that we reasonably believe violates this Section.

4.5 Suspension. We may suspend or limit your access to the Service, in whole or in part, immediately and without liability, if we reasonably believe you have violated this Agreement, if your use poses a security or legal risk, if we detect or suspect fraud, chargeback or payment abuse, overdue Fees, excessive or abusive infrastructure or API usage, or abusive conduct toward our staff or support, or if required to protect the Service, us, or others.

4.6 Monitoring. We may monitor use of the Service to operate and secure it and to detect and prevent fraud, abuse, excessive or automated usage, and security threats. Monitoring does not reduce your responsibility for your own compliance.

5. AI Features

5.1 How AI Features Work. AI Features use our own and third-party large language models and services to generate Outputs, such as drafted messages, scoring, and insights, based on inputs from you and from Connected Account Data. AI Features generate drafts only. You review and edit any draft and send it yourself in Faire; FairFlo does not send messages. Using a draft does not shift responsibility for its content to us.

5.2 Your Responsibility for Outputs. Outputs may be inaccurate, incomplete, or unsuitable for a given purpose. You are solely responsible for reviewing Outputs before relying on or sending them, for any decisions you make based on Outputs, and for any outreach you send, whether or not AI-assisted. AI Outputs are generated by probabilistic models and may be inaccurate, incomplete, biased, or fabricated (sometimes called "hallucinations"). We are not liable for Outputs or for actions you take based on them.

5.3 Third-Party AI Providers. AI Features may rely on third-party AI providers whose services are not under our control. We are not responsible for those providers' handling of inputs or Outputs. Inputs and Outputs are treated as Subscriber Data under this Agreement.

5.4 No Professional Advice. Outputs do not constitute legal, financial, tax, or other professional advice.

5.5 AI Training. We do not use your Subscriber Data to train our own or any public AI models. Our third-party AI providers process inputs and Outputs solely to provide the AI Features and do not use them to train their models except as permitted by their own terms.

6. Fees and Payment

6.1 Fees. You will pay the fees for the plan you select, as described at checkout or in an order ("Fees"). Unless stated otherwise, Fees are quoted and payable in USD and are exclusive of taxes.

6.2 Billing and Auto-Renewal. Paid subscriptions are billed in advance on the cycle you select (for example, monthly or annually) and automatically renew for successive periods of the same length at the then-current price, unless you cancel before the renewal date. You authorize us and our payment processor to charge your payment method for Fees when due and upon each renewal. By purchasing a subscription, you authorize recurring charges to your payment method until you cancel.

6.3 Payment Processor. Payments are processed by Stripe. By providing payment information, you agree to the processor's terms and authorize us and the processor to share information necessary to complete the transaction. We are not responsible if your payment method is declined.

6.4 Taxes. You are responsible for all applicable sales, use, GST/HST, VAT, and similar taxes, other than taxes based on our income.

6.5 Refunds. Except where required by law, Fees are non-refundable and we do not provide refunds or credits for partial periods, unused Service, or cancellation before the end of a paid term. Except where required by applicable law, all purchases are final.

6.6 Late Payment. If any Fees are overdue, we may suspend the Service until payment is received and may charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower, plus reasonable collection costs.

6.7 Price Changes. We may change Fees effective as of the start of any renewal term by giving notice before the renewal.

7. Ownership and Data

7.1 Our Property. We own all right, title, and interest in and to the Service, including all software, models, algorithms, designs, and improvements, and all related intellectual property. Except for the limited license in Section 4, no rights are granted to you. "FairFlo" and our logos are our trademarks.

7.2 Your Data. As between you and us, you retain all right, title, and interest in Subscriber Data. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and use Subscriber Data as needed to provide, secure, and improve the Service and to perform our obligations under this Agreement.

7.3 Your Responsibility for Subscriber Data. You are solely responsible for the accuracy, quality, and legality of Subscriber Data and for your right to provide it to us. You represent and warrant that you have all rights, consents, and lawful bases necessary for us to receive and process Subscriber Data, including any personal information of retailers, customers, or other individuals, for the purposes of this Agreement.

7.4 Aggregated Data. We may create Aggregated Data and may use it for any lawful purpose, including operating, analyzing, and improving the Service and our other products. Aggregated Data does not identify you, your Users, or any individual, and we own all Aggregated Data and related intellectual property. This may include anonymized, platform-wide usage trends we use to operate and improve FairFlo.

7.5 Competitive Intelligence; No Competitive Use. We will not disclose or make available your Subscriber Data to other customers or to your competitors, and we will not use your Subscriber Data to give any other customer a competitive advantage. This applies to your retailer and customer lists, outreach and message history, messaging strategies, order and transaction history, AI prompts and Outputs, analytics, and business intelligence. Any Aggregated Data used to improve the Service is de-identified and does not reveal your Subscriber Data, business, or retailer relationships to any other customer or third party.

7.6 Feedback. If you give us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or attribution.

8. Confidentiality

Each party may receive confidential information of the other. The receiving party will use the disclosing party's confidential information only to perform under this Agreement, will protect it using at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations. Confidential information does not include information that is public through no fault of the receiving party, was already known, is independently developed, or is rightfully received from a third party. Either party may disclose confidential information if required by law, with reasonable advance notice where permitted.

9. Third-Party Services

The Service may integrate with or link to third-party services, including Faire, AI providers, hosting and infrastructure providers, analytics tools, and payment processors. We do not control and are not responsible for third-party services, their availability, or their handling of data. Your use of third-party services is subject to their terms.

10. Warranties and Disclaimers

10.1 Limited Warranty. We warrant that we will provide the Service in a professional manner. Your exclusive remedy, and our entire liability, for a breach of this warranty is re-performance of the affected Service.

10.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS OR DATA WILL BE ACCURATE OR COMPLETE.

10.3 No Guarantee of Results. WE DO NOT GUARANTEE ANY PARTICULAR OUTCOME FROM YOUR USE OF THE SERVICE, INCLUDING ANY LEVEL OF REPLIES, MEETINGS, REORDERS, SALES, REVENUE, OR RETENTION. WE DO NOT GUARANTEE THAT MESSAGES WILL BE DELIVERED, SEEN, OR ANSWERED, OR THAT YOUR CONNECTED ACCOUNTS WILL NOT BE RESTRICTED OR SUSPENDED BY THEIR PROVIDERS. WE DO NOT GUARANTEE MESSAGE DELIVERY, INBOX PLACEMENT, OPEN OR RESPONSE RATES, RETAILER ENGAGEMENT, SALES, OR REORDER PERFORMANCE.

10.4 Third-Party Data and Connected Accounts. We do not warrant the accuracy, completeness, or availability of any Connected Account Data, third-party data, or third-party service, and we are not liable for any of them.

10.5 Third-Party Dependencies and Availability. The Service depends on third-party infrastructure and integrations outside our control, including Faire and our hosting, database, AI, and payment providers. We do not guarantee uninterrupted or error-free availability, any uptime level, or that Connected Accounts, APIs, or third-party services will remain available or compatible with FairFlo. If a provider changes, limits, or discontinues its service or interfaces, features of the Service may change or stop working without liability to us.

10.6 Backups and Disaster Recovery. We maintain regular encrypted backups and commercially reasonable disaster-recovery procedures, but we do not guarantee that every item of Subscriber Data can be recovered.

11. Indemnification

11.1 By You. You will defend, indemnify, and hold harmless Ikigai Holdings Corporation and its officers, directors, employees, and agents from and against any third-party claim, and any resulting damages, liabilities, settlements, costs, and reasonable legal fees, arising out of or relating to (a) Subscriber Data and your right to provide it; (b) your outreach, messages, or campaigns conducted through the Service; (c) your use of any Connected Account, including any action a provider takes against you; (d) your violation of this Agreement or applicable law, including anti-spam, privacy, and Faire's terms; or (e) your products, services, or business.

11.2 Procedure. We will promptly notify you of the claim, give you control of the defense (provided any settlement that imposes obligations on us requires our consent), and reasonably cooperate at your expense.

12. Limitation of Liability

12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, LOST CUSTOMERS OR BUSINESS OPPORTUNITIES, DAMAGE TO REPUTATION, ANY LOSS ARISING FROM THE SUSPENSION, RESTRICTION, OR TERMINATION OF A CONNECTED ACCOUNT, OR ANY LOSS ARISING FROM YOUR OUTREACH OR ITS EFFECT ON ANY RETAILER OR CUSTOMER RELATIONSHIP, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) CAD $100.

12.3 Allocation of Risk. These limitations reflect an agreed allocation of risk and form an essential basis of the bargain. They apply regardless of the theory of liability and even if a remedy fails of its essential purpose.

12.4 Exceptions. Nothing in this Agreement limits liability that cannot be limited by law, such as for a party's fraud or, where applicable, indemnification obligations and breach of confidentiality.

13. Term and Termination

13.1 Term. This Agreement starts when you first accept it and continues until terminated.

13.2 Termination by You. You may stop using the Service and cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current paid term.

13.3 Termination or Suspension by Us. We may suspend or terminate this Agreement or your access (a) for your material breach that remains uncured 30 days after notice, (b) immediately for a breach of Sections 4 (Acceptable Use), 7.3 (Your Responsibility for Subscriber Data), or for conduct that creates legal or security risk, or (c) if we cease offering the Service.

13.4 Effect of Termination. On termination, your right to use the Service ends and any outstanding Fees become due. We may delete Subscriber Data in accordance with our data-retention and Privacy Policy practices. We may provide tools to export Subscriber Data, but we are not obligated to maintain export functionality indefinitely or in any particular format, and we are not obligated to retain Subscriber Data after termination. Following deletion, residual copies may remain in encrypted backups for up to 90 days before being overwritten.

13.5 Survival. Sections that by their nature should survive (including 1, 4.2, 6 (for accrued amounts), 7, 8, 10, 11, 12, 13.4, 13.5, 14, and 15) survive termination.

14. Dispute Resolution

14.1 Informal Resolution. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by contacting alex@fairflo.io and conferring for at least 30 days.

14.2 Governing Law. This Agreement is governed by the laws of British Columbia, Canada, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.3 Arbitration. Except as stated below, any dispute arising out of or relating to this Agreement or the Service will be finally resolved by confidential binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) under its applicable rules, seated in Vancouver, British Columbia. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class-Action and Jury Waiver. To the maximum extent permitted by law, disputes will be brought only on an individual basis and not as a plaintiff or class member in any class, collective, or representative proceeding, and each party waives any right to a jury trial.

14.5 Exceptions. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in court to protect its intellectual property or confidential information.

14.6 Opt-Out. You may opt out of Sections 14.3 and 14.4 by emailing alex@fairflo.io within 30 days of first accepting this Agreement, stating clearly that you opt out of arbitration. Opting out does not affect the rest of this Agreement.

15. General

15.1 Modifications. We may update this Agreement from time to time. If we make material changes, we will update the "Last Updated" date and provide reasonable notice (for example, by email or in-app). Your continued use of the Service after changes take effect constitutes acceptance.

15.2 Assignment. You may not assign this Agreement without our consent. We may assign it in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds permitted successors and assigns.

15.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including outages of cloud, AI, payment, or DNS providers or other third parties, internet or telecommunications failures, natural disasters, pandemics, and governmental action.

15.4 Publicity. We will not use your name or logo to identify you as a customer in our marketing without your prior consent.

15.5 Independent Contractors. The parties are independent contractors. This Agreement creates no partnership, agency, or joint venture.

15.6 Notices. We may send notices to the email associated with your account. You may send notices to alex@fairflo.io.

15.7 Severability; Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the rest remains in effect. A failure to enforce a provision is not a waiver.

15.8 Entire Agreement. This Agreement, together with any order and the Privacy Policy, is the entire agreement between the parties on its subject matter and supersedes prior agreements. In a conflict, the order of precedence is this Agreement, then the Privacy Policy, unless an order expressly states otherwise.

16. Contact

Ikigai Holdings Corporation (FairFlo)

203-4012 Cambie Street, Vancouver, BC V5Z 2X8, Canada

Email: alex@fairflo.io

Appendix A: Acceptable Use Policy

This Acceptable Use Policy is incorporated into and forms part of these Terms of Service. If you violate it, we may suspend or terminate your access as described in Section 4 and Section 13.

This Acceptable Use Policy ("AUP") governs your use of the FairFlo Service. It is part of the Terms of Service. Capitalized terms have the meaning given there. We may update this AUP from time to time. If you violate this AUP, we may suspend or terminate your access, as described in the Terms.

You are responsible for your Users' compliance with this AUP and for all activity under your account.

1. General Prohibited Uses

You will not use the Service to:

2. Outreach and Anti-Spam Compliance

Because you use the Service to prepare and manage outreach to retailers and contacts, this section applies to your outreach. You are the sender. You are solely responsible for who you contact, what you send, and how often. You will:

You acknowledge that automated or high-volume outreach may carry a risk of restriction or suspension by Faire or another provider, and that you assume that risk. FairFlo does not guarantee that any outreach method complies with a provider's rules, and is not responsible for a provider's enforcement actions against your account.

3. AI Features

When you use AI Features, you remain responsible for reviewing outputs and for every message you send. You will not use AI Features to generate content that violates this AUP, and you will not represent AI-generated content in a way that is deceptive or unlawful.

4. Fair Use of Resources

You will use the Service in a way that does not place an unreasonable load on our infrastructure or degrade the experience for other customers. We may apply rate limits and other technical controls, and may contact you about usage that appears abusive or anomalous.

5. Reporting and Enforcement

To report a violation of this AUP, contact alex@fairflo.io. We may investigate suspected violations and may remove content, throttle, suspend, or terminate access, with or without notice, as described in the Terms. We may also cooperate with law enforcement and platform providers where appropriate.