Terms of Service and End User Licence Agreement

Effective 12 September 2026 · VARAi Trade Studio

This agreement is between VARAi ("we", "us") and the organisation whose employees use VARAi Trade Studio at trade.varai.ai ("you", "your"). By creating an account, signing in, or connecting a third-party service to Trade Studio, you accept it. If you are accepting on behalf of a company, you confirm you are authorised to bind that company.

1. The service

Trade Studio is a business-to-business wholesale platform for eyewear. It lets a brand publish a catalogue, vet and approve retail accounts, take wholesale orders, book trade-show appointments, and pass the resulting invoices into its own accounting system. It lets an approved retailer browse that brand's catalogue and place orders.

Trade Studio is for business use only. It is not offered to consumers and is not intended for personal, family or household purposes.

2. Licence

For as long as this agreement is in force and your account is in good standing, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use Trade Studio for your own internal business purposes, through the accounts we issue to your personnel.

You may not: resell, lease or provide the service to a third party as a service bureau; copy, modify or create derivative works of the software; reverse engineer, decompile or disassemble it except to the extent that restriction is unenforceable by law; remove or obscure proprietary notices; use the service to build a competing product; scrape or bulk-extract another organisation's data; probe, scan or test the security of the service without our prior written permission; or use the service in breach of any applicable law, sanctions regime or export control.

3. Accounts and security

Accounts are issued to named individuals and must not be shared. You are responsible for your users' activity, for keeping credentials confidential, and for telling us promptly at security@varai.ai if you believe an account has been compromised. We may suspend an account immediately where we reasonably believe it is being used to harm the service or another customer.

4. Your data

As between you and us, you own the catalogue, order, customer and business data you put into Trade Studio ("your data"). You grant us the licence needed to host, process, transmit, display and back it up in order to provide the service, and to do so through the processors listed in the Privacy Policy.

You are responsible for having the right to supply the personal data you upload — including your retail accounts' contact details — and for any notice or consent that requires.

On termination we will, on written request made within 30 days, provide an export of your data in a machine-readable format. After that period we may delete it, subject to the retention rules in the Privacy Policy.

5. Third-party connections, including QuickBooks Online

Trade Studio can connect to services operated by other companies. Those connections are optional and are always initiated by you.

If you connect QuickBooks Online, you authorise Trade Studio to act on your behalf within the com.intuit.quickbooks.accounting scope, to create and read the customers, items and invoices described in section 3 of the Privacy Policy. You may revoke that authorisation at any time from the QuickBooks page in Trade Studio, or from within QuickBooks.

Intuit is not a party to this agreement. Your use of QuickBooks Online is governed by your own agreement with Intuit, and Intuit is not responsible for Trade Studio. We are not responsible for a third-party service's availability, accuracy, or changes to its API, and we are not liable for loss arising from one. You remain responsible for reviewing what Trade Studio writes into your accounting records.

6. Fees

Fees, billing frequency and term are set out in the order form or written agreement covering your subscription. Where no such document exists, access is provided at our discretion and may be withdrawn on notice. Fees are exclusive of tax. Undisputed invoices are payable within 30 days.

7. Availability and support

We aim to keep Trade Studio available, and we will give reasonable advance notice of planned maintenance where we can. Unless a separate written service level agreement says otherwise, the service is provided without an uptime commitment. Support is available at support@varai.ai.

8. Warranties and disclaimer

Each party warrants that it has the authority to enter into this agreement. We warrant that we will provide the service with reasonable skill and care.

Otherwise, and to the fullest extent permitted by law, the service is provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted or error-free. Trade Studio is not an accounting, tax or legal product, and nothing it produces is accounting, tax or legal advice. You are responsible for reviewing your own books.

9. Limitation of liability

Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, however caused. Each party's total aggregate liability arising out of this agreement is limited to the fees paid or payable by you for the service in the twelve months before the event giving rise to the claim.

10. Indemnity

You will defend and indemnify us against third-party claims arising from your data, or from your use of the service in breach of this agreement or of applicable law. We will defend and indemnify you against third-party claims that the service, used as permitted here, infringes that party's intellectual property rights.

11. Confidentiality

Each party will protect the other's non-public information with at least reasonable care, use it only to perform this agreement, and disclose it only to personnel and processors who need it and are bound to equivalent obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law.

12. Suspension and termination

Either party may terminate for material breach that is not cured within 30 days of written notice. We may suspend access immediately where continued access presents a security risk, or where required by law. Sections 4, 8, 9, 10, 11 and 14 survive termination.

13. Changes to these terms

We may update this agreement. For material changes we will give at least 30 days' notice by email to account holders and update the effective date above. Continuing to use the service after the change takes effect is acceptance of the updated terms.

14. Governing law

This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and each party submits to the exclusive jurisdiction of the courts of Ontario. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. General

This agreement, together with the Privacy Policy and any order form, is the entire agreement between the parties on this subject. If a provision is unenforceable the rest remains in force. Neither party may assign without the other's consent, except to a successor of substantially all its business. No waiver is implied by delay. Neither party is liable for failure caused by events beyond its reasonable control.

16. Contact

VARAi · legal@varai.ai
Postal address available on request.