TERMS AND CONDITIONS FOR THE LICENCE AND THE USE OF THE APP
CANADA
This licence and terms and conditions (“Terms and Conditions” or “Contract”) apply to all individuals who use the website www.shoppa-grocery.com (the “Website”) and the application Shoppa (the “App”), which are the property of Shopfully S.p.A. with its registered office at Giosuè Borsi 9, 20143 Milan, Italy (“Shopfully”) and the services offered by Shopfully through the Website and the App (the “User/s”).
The Website and the App are based on artificial intelligence designed to help Users plan their grocery and shopping by creating and managing shopping lists and suggesting relevant deals from the portfolio of offers accessible to Shopfully at the time the request is made. Based on the items the User adds to their list and the preferences they choose to provide, the Website and the App can generate a suggested shopping plan or “basket” to help guide the User’s purchasing decisions.
The Website and the App may also include features allowing Users to save and reuse information relating to recurring products, previous shopping sessions, estimated savings and preferred or excluded retailers, and, where account with authentication functionalities are enabled, to access such information across different devices.
The Website and the App use generative artificial intelligence to provide automated suggestions, including recommendations based on information the User voluntarily submits through prompts (such as product preferences or dietary needs). The generative artificial intelligence services made available in connection with the Website and the App are provided by third parties (the “Third-Party AI Providers”) and are governed by Article 7 of these Terms and Conditions.
The Website and the App may allow the creation of an account with authentication features, including through third-party authentication services, and may process unique identifiers and other technical identifiers to recognise the user or his/her device, ensure continuity of the services provided, and support functionalities such as cross-device access, App/Website preferences and account-related settings.
The Website and App suggestions are generated automatically using artificial intelligence and are intended to assist with planning and decision-making only. While Shopfully takes reasonable steps to ensure the information used by the Website and the App is up to date, the Website and App outputs may not always be complete, accurate, or current, and should not be relied on as a definitive or guaranteed representation of available offers.
The offers and recommendations displayed in the Website and in the App are derived from digital flyers, promotions, and other information made available by third-party retailers available within the portfolio of offers accessible to Shopfully at the time the request is made. The Website and the App do not compare all retailers or all products available in the market. Accordingly, any suggested shopping plan reflects the best available match within the retailers and offers accessible to Shopfully and does not guarantee the lowest possible price available overall.
Prices, promotions, and availability shown in the Website and in the App are time-limited and subject to change. Product availability, promotional terms, and pricing may vary by store, location, and time, and may change or expire without notice. Users should always verify final prices, availability, and applicable conditions directly with the retailer before completing a purchase.
When Users choose to enable geolocation features, the Website and the App use their location to suggest nearby stores. As an alternative, Users may be able to manually select an area to receive offers and suggestions relevant to that area. Where expressly opted into by the User, the Website and the App may also take into account allergy-related information they provide when generating suggestions. The Website and the App may also automatically personalize and prioritize suggestions based on the User’s preferences and use of the Website and the App, including information relating to shopping lists, recurring products, previous shopping sessions, estimated savings, and preferred or excluded retailers, only where the User has provided a free and specific consent. Where required by law (including in Québec), Users will be informed when this occurs, they can request more information about how these decisions are made, and Users can opt out of this personalization or challenge the decision.
By using the Website and downloading the App, Users will be deemed to have given their unconditional agreement to follow and be bound by these terms and conditions.
IF THE USER DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT, THEY MAY NOT USE THE WEBSITE AND THE APP.
The App can be downloaded through available Stores (e.g. App Store and Google Play) to be installed and used on mobile devices such as smartphones and tablets.
1. ACCESS AND USE OF THE WEBSITE AND THE APP. TERMINATION
1.1. The User will have access to the Website and the App through mobile and desktop devices. Personal data is processed through the Website and the App in compliance with the privacy policy available here.
1.2. Access, use of the Website and the App and registration are free of charge.
1.3. In case the Website and/or the App allows it, the User shall undertake to provide accurate, real and complete content and information and to keep the information (the “Content”) up to date, being solely responsible for the truthfulness and accuracy of the same, and also for any damage that may be caused by non-compliance with this obligation. Where account with authentication functionalities is used, the User is also responsible for keeping their access credentials secure and confidential. As this functionality is activated through third-party authentication services only, Shopfully does not process or store the User’s raw credentials and shall not be held responsible for any loss, disclosure or unauthorised use of such credentials attributable to Users and/or third parties and, in any event, to circumstances beyond Shopfully’s control.
1.4. The User shall undertake to immediately notify Shopfully of possible infringements or non-authorized uses carried out on their own device. To the maximum extent permitted by law, Shopfully is not responsible for any damages that the User may incur as a result of the use of the Website and the App by third parties, whether the User is or not aware of, nor for any improper, unauthorised or illegal use of the Website and the App.
1.5. In case of a breach by the User of a clause under this provision 1, Shopfully may delete, remove or modify, at its own discretion, the Content or the User’s access, suspend or terminate the provision of the Website and/or the App to the User, as well as take any other action that Shopfully may consider appropriate from time to time.
1.6. Shopfully shall not guarantee continuous and uninterrupted access to the Website and/or the App, which may be affected by factors beyond its own control.
Access to the Website and/or the App may be suspended and/or interrupted at its discretion, and, by way of example, including but not limited to, due to various technical reasons, business strategy and/or related to Shopfully targets, force majeure or unforeseeable circumstances, breaches of the User’s obligations indicated in this Contract, without any claim to Shopfully.
1.7. Shopfully shall not be responsible towards Users or third parties for the suspension and/or removal of the Website and the App.
1.8. In case the User terminates access to the Website and/or the App, the User shall be bound by the obligations of this Contract and by any additional conditions, including guarantees issued by the User and exclusion and limitation of liability.
1.9. The Users may terminate the Contract at any time by avoiding to access the Website and deleting App, without prejudice to this provision.
1.10. This Contract shall terminate when the User ceases to comply with the obligations arising from this Contract.
2. LICENCE. SERVICES. UNAUTHORISED USE. INTELLECTUAL PROPERTY
2.1. The use of the Website and the App is provided by Shopfully and may only be used by the User only for personal and non-commercial purposes.
2.2. Shopfully, according to the terms of this Contract, shall grant the User a non-exclusive, personal and non-transferable, non-sublicensable, free of charge, indefinite right to use the Website and install and use the App.
2.3. It is prohibited for minors and those under 18 years to use the Website and/or the App without the prior consent of the User’s parents or other legal guardians.
2.4. Shopfully and any of its possible licensees are the sole owners of all rights related to the Website and the App and the source code, software structure and organisation, including copyrights, trade secrets, intellectual property rights and any other rights related to the Website and the App.
2.5. To the extent permitted by applicable law, the User shall not:
(i) copy, distribute, publish, carry out reverse-engineering activities, decompile, modify or translate the Website and the App or try to access the related source code in order to create products derived from the source code of the Website and the App or for other purposes;
(ii) sale, grant, sub-license, transfer or distribute the Website and the App;
(iii) make the Website and the App available to third parties through telematics connection or in any other way;
(iv) use the Website and the App unlawfully or in a way that is contrary to the applicable regulations;
(v) alter or remove copyrights, information, logos and any other ownership and/or information contained within the Website and the App;
(vi) use any automatic or manual means, device, process, software, programme, algorithm, methodology or routine, by way of an example including but not limited to “robots” “spiders” or other processes or similar functionalities in order to interfere or try to interfere with the Website and the App and their functioning;
(vii) use the Website and the App for any illegal, obscene, offensive, injurious, harassing or improper purpose, in order to carry out surveys, competitions or chain letters, or for any other purpose prohibited by the Contract;
(viii) publish on the Website and on the App any Content infringing the rights of Shopfully or third parties (every use hereinabove is defined a “Unauthorised Use”).
2.6. Shopfully and its licensees shall reserve any rights not conferred expressively to the User according to this Contract and hold the ownership of all rights on the Website and the App. Shopfully and third parties as rightful owners shall retain the ownership of the Website and the App, and of every improvement, update, modification or integration, as well as all copyrights, patents, trade information, trademarks and any intellectual property rights represented on the Website and on the App.
2.7. The User shall be solely responsible for any damages, costs or expenditure arising from the unauthorised use.
2.8. When the User becomes aware of unauthorised use by a third party, he/she shall immediately notify Shopfully of such use and shall provide Shopfully with all necessary assistance for the investigation.
2.9. The trademarks and design used by Shopfully from time to time through the Website and the App (the “Trademarks”) are trademarks and designs of Shopfully and/or its licensees and/or rightful owners and they are owners of all rights related to these Trademarks. The User declares that he/she is aware that he/she does not own any rights in or to the Trademarks by using the Website and the App. Under no circumstances shall the User use the Trademarks without prior written consent by Shopfully. Moreover, the User shall not undertake any activity that may infringe on Shopfully’s rights in and to the Website and the App and the Trademarks, including intellectual property rights, and/or perform any activity that may damage the reputations of Shopfully and its employees, collaborators and/or consultants.
2.10. All information and materials shown as part of the Website and the App (including texts, graphics, icons, software, logos) are owned by Shopfully or its partners which are the holders of the related rights, except for Content provided by the User or by another external source.
2.11. Third party content included on the Website and on the App that the User links or refers to when he/she uploads Content to the Website and the App, is owned by the relevant third party and related rights holders. Therefore, by uploading Content to the Website and/or to the App, the User acknowledges that they are the rightful owner of the published and downloaded Content and/or that they have obtained all necessary authorizations in order to upload that Content. By uploading Content to the Website and/or to the App, the User grants to Shopfully a personal, royalty-free, perpetual, irrevocable and non-exclusive licence for the use, reproduction, modification, publication, adaptation, translation, distribution, execution and display of such images and information, individually or within other content, in any form, support or technology, already known or under development and to grant such sub-license rights to third parties.
3. EXCLUSION OF WARRANTY
3.1. Except where prohibited by law, Shopfully does not provide any warranty, expressed or implied, in connection to the Website and the App, which are provided “as are” and “as available” and shall not provide any representation or warranty of any kind on its quality, suitability for a particular purpose, its completeness and/or accuracy.
3.2. Except in where expressly covered by the Contract, neither Shopfully nor its providers or distributors grant specific warranties related to the Website and the App.
3.3. Regardless of the efforts of Shopfully in order to provide the User with a high quality and safe service, Shopfully shall not guarantee continuity, a service free of errors or the promptness of the services provided by the Website and the App.
3.4. Shopfully shall reserve the right to suspend, interrupt, modify, remove and add to the Website and to the App at its discretion with immediate effect and without obligation to notify or inform with respect to the management, maintenance and/or updating of the Website and the App and is without any liability for damage suffered by the User as a consequence of such actions taken by Shopfully.
3.5 Some products and/or descriptions, representations, warranties, guarantees, performance claims, and other information provided in the Website and in the App are provided by third party retailers and/or other third parties and may not be independently verified by Shopfully. While Shopfully attempts to ensure that the information provided in the Website and in the App is accurate in terms of the product and/or service descriptions, Shopfully does not represent or warrant that product and/or service descriptions or other information in the Website and in the App are accurate, complete, reliable, current, or error-free.
3.6 Shopfully further cannot guarantee the accuracy of the offers and deals that are presented in the Website and in the App, and therefore Users should always check with the third party retailer to confirm accuracy and availability. Items listed in the Website and in the App may not be available or in-stock at all times for purchase at all third party retailer stores.
4. REPRESENTATION AND WARRANTIES OF THE USER
4.1. Before using the Website and the App and during their use, the User hereby represents, warrants and agrees as follows:
(i) the use of the Website and the App is at his/her sole choice, discretion and risk;
(ii) the User’s personal data, provided to Shopfully in order to use the Website and the App, shall be processed in compliance with the privacy policy available here.
(iii) Users below 18 years of age or the age of majority shall use the Website and the App only with the express authorization of their parents or other legal guardians.
4.2. The User is solely responsible for the telecommunications network and internet access services needed in order to use the Website and the App, and Shopfully shall not be responsible for any defects or malfunctions related to such network and services.
4.3. Where the Website and the App allows it, the User agrees to provide accurate, complete and truthful Content, being solely responsible for the truthfulness and accuracy of the Content, as well as for any damage caused by non-compliance with this obligation.
4.4. The User represents and declares that he/she is solely responsible for the use of the Website and the App through his/her own device.
5. PUBLICATION OF CONTENTS
5.1. If the Website and the App allows for the publication of Content, the User shall not publish any illegal, obscene, defamatory, or slanderous material or that otherwise violates applicable laws or which may generally be considered offensive through the Website and/or the App.
5.2. Shopfully shall reserve the right to refuse to publish or remove any Content that contains:
- offensive, damaging and/or insulting language;
- references to illegal and/or unlawful activities;
- information that Shopfully considers illegal and/or in violation of any Canadian federal or provincial law, or other international laws and/or regulations, or in violation of the rights of any natural or legal person;
- encrypted information or malware that is intended to damage, interfere with, intercept, or take over any system, information, or personal data.
5.3. In such cases Shopfully reserves the right to terminate the User’s access to the Website and/or to the App without any prior notice and to delete the Content.
6. LIMITATION OF LIABILITY
6.1. Shopfully shall not under any circumstances be responsible for the accuracy of the information provided by Users through the Website and the App. The use of the Website and the App is entirely at the risk of the User. To the extent permitted by applicable law, and except where prohibited by law, Shopfully shall not be responsible for any direct, indirect or consequential losses (including damages for loss of earnings, business interruption, loss of business information, or any other pecuniary loss) or other losses arising from the use (or incorrect use) of the Website and the App.
6.2. Shopfully’s liability for losses and/or damages suffered by means of the Website and the App shall be limited to eliminating such material and content in reasonable time.
6.3. It is possible that hackers may enter the Website and the App, changing the content and integrating damaged material (e.g., virus, worms, corrupted files). In such cases, Shopfully shall not be in any way responsible for the damages, losses or modifications caused to the User or other third parties.
6.4. Shopfully shall not be responsible in any way for any damages or injuries caused by the lack of continuity, availability, reliability, usability of the Website and the App and, in particular, by way of example but not limited to, errors of access to the same.
6.5. When applicable law does not allow for the exclusion or limitation of warranties and/or liability in relation to the User, the limitations referred to above shall apply to the extent permitted by applicable law.
6.6 Various aspects of products can change at any time, and for that reason Users should always be sure to read and follow the labels and instructions that accompany any products that they purchase from third party retailers based on information provided in the Website and in the App. Users should carefully read all the information provided by the manufacturer of the product or in the product packaging and labels. SHOPFULLY ASSUMES NO RESPONSIBILITY FOR ANY INJURY, DAMAGE OR OTHER CONSEQUENCE CAUSED BY OR OTHERWISE RELATED (DIRECTLY OR INDIRECTLY) TO ANY ACTION OR INACTION USERS TAKE BASED ON THE PRODUCT INGREDIENTS LISTED IN THE WEBSITE AND IN THE APP.
7. USE OF GENERATIVE ARTIFICIAL INTELLIGENCE
7.1 As set out in the recitals of this Agreement, the App makes use of generative artificial intelligence functionalities in order to enable the provision of certain services and features available through the Website and the App (the “AI Services”). Such AI Services, as integrated into the Website and App, are provided through the integration of technologies, application programming interfaces (APIs) and models developed, operated and maintained by independent third-party artificial intelligence providers (the “Third-Party AI Providers”).
The Website and the App currently makes use of the following Third-Party AI Providers:
(i) Google (Gemini) – https://ai.google.dev/gemini-api/terms
(ii) Anthropic (Claude) – https://www.anthropic.com/legal/commercial-terms
(iii) OpenAI – https://openai.com/policies/services-agreement/
By using the Website and/or the App, Users acknowledge that they have reviewed and accepted the terms and conditions and usage policies of the relevant Third-Party AI Providers.
7.2 Shopfully shall not, in any event, be held liable for any failure by the User to become aware of, understand or comply with the terms and conditions applicable to the Third-Party AI Providers.
7.3 Users acknowledge and agree that Shopfully does not develop, train, operate or control the artificial intelligence models provided by the Third-Party AI Providers and that, accordingly, only the representations, statements and warranties, if any - or the absence thereof - granted by the Third-Party AI Providers shall apply, as set out in their respective terms, conditions and policies referred to in Clause 7.1.
Shopfully makes no representations or warranties, whether express or implied, with respect to the accuracy, completeness, reliability, lawfulness, fitness for a particular purpose or suitability of any content, output or result generated through such models, nor shall any such output be construed as professional advice of any kind.
7.4 To the maximum extent permitted by applicable law, Shopfully disclaims any liability for any direct, indirect, incidental, consequential or other damages arising out of or in connection with:
(a) the use of the AI Services and any content generated thereby;
(b) errors, inaccuracies, omissions or unintended results;
(c) acts, omissions, interruptions, modifications or suspensions of the AI Services attributable to or arising from the Third-Party AI Providers.
7.5 Users agree to indemnify and hold harmless Shopfully, to the extent permitted by applicable law, from and against any claim, liability, damage, loss or sanction arising out of or in connection with the User’s use of the AI Services provided by the Third-Party AI Providers.
7.6 Shopfully reserves the right, at its sole discretion, to modify, suspend or discontinue, in whole or in part, the provision of the AI Services made available through the Third-Party AI Providers, as well as to replace the Third-Party AI Providers referred to in Clause 7.1.
Following Shopfully’s notification of any modifications, suspensions or interruptions, as well as replacements, it shall remain the sole responsibility of the User to review and accept the applicable terms and conditions of the relevant Third-Party AI Providers, without any liability arising on the part of Shopfully to the extent permitted by applicable law.
7.7 This Article shall apply without prejudice to, and shall not derogate from, the provisions set forth in Clauses 3 and 6 of these Terms and Conditions, which shall remain fully valid and effective, and shall be deemed to supplement and integrate the same.
8. LINK AND MALWARE
Shopfully shall not be responsible for information linked or otherwise provided through the Website and the App, although it checks the Content on a regular basis. The User is solely responsible for the use of the information linked or otherwise provided via the Website and the App. Shopfully does not guarantee that the Website and the App are free of viruses or other potentially harmful programmes.
9. AMENDMENTS
Shopfully reserves, at its sole and exclusive discretion, the right to modify and/or update this Contract and/or any parts of the same. Amendments to the Contract shall be published at the following URL, with indication of the relevant version and date.
The User is invited to periodically check the URL. Any subsequent use of the Website and the App shall be deemed acceptance of the amendments to the Contract by the User.
Shopfully shall reserve, at its exclusive discretion, the right to modify and update the Website and the App, informing the Users as deemed required and/or appropriate.
10. INDEMNITIES AND COMPENSATION FOR DAMAGES
By using the Website and/ore the App, the User undertakes to indemnify and hold harmless Shopfully from and against any demand, action, liability, cost and expense of any kind, including but not limited to, reasonable attorney’s fees and litigation expenses arising from the violation or the failure by the User to comply with any provisions under this Contract or the applicable law or the violation of any guarantees provided by this Contract, or arising from any use of the Website and the App.
11. NOTIFICATION OF VIOLATIONS
The Users may report possible abuses, illegal and unauthorised uses, in violation of the provisions of applicable law and/or of the Contract, by means of this form. The User shall immediately notify any unauthorised use by third parties of the Website and the App and his own device to Shopfully.
12. APPLICABLE LAW AND JURISDICTION
12.1. This Contract shall be governed in all respects, including validity, interpretation and effect, without regard to principles of conflicts of law, by the laws of the province of Ontario.
12.2. Any claim, dispute or controversy in conjunction with this Contract shall be settled by the Court of the User’s place of residence which shall have exclusive jurisdiction.
13. ASSIGNMENT
Shopfully shall have the right to assign third parties this Contract, in whole or in part, at any time and without the prior consent of the User. The User shall not transfer any of his or her rights or obligations arising from the Contract to third parties.
14. MISCELLANEOUS.
14.1. Any failure by Shopfully to exercise its own rights in case of a breach of any provision of this Contract (including the failure of any request by Shopfully to claim the execution or correct and exact compliance of the provisions of this Contract) shall not in any manner be construed as a waiver to the right to exercise such rights.
14.2. If any provision of this Contract is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable in a manner that most closely matches the intent of the original provision and the other terms of this Agreement shall remain in full force and effect.
14.3. This Contract is not intended as a form of collaboration, agency, trust or joint venture between Shopfully and the User.
14.4. The Contract sets out the entire Contract between Shopfully and the User in respect of the subject matter and shall replace any previous contract or agreement (verbal or written) in relation to the same subject matter.
Version 2.0 Applicable from 30/06/2026.