Terms and conditions

Terms and Conditions

THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN CUSTOMER AND Shipanzee INC. BY ACCESSING AND/OR USING THE SERVICE(S), YOU ARE AGREEING, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICE(S).

1. Definitions As used in this Agreement, the following defined terms shall apply: 1.1 “Shipanzee” means Shipanzee Inc., a Canadian Corporation with offices located at 14-55 Administration Rd, Concord, On, L4K 4G9, Canada. 1.2 “Account” means Customer’s specific account page within the Shipanzee website where Customer subscribes to the Services and provides Customer account information such as Registration Data and Payment Information. 1.3 “Agreement” means these Terms of Service as may be amended from time to time and any other documents incorporated by reference. 1.4 “Confidential Information” means any non-public information and/or materials provided by a Party under this Agreement to the other Party and reasonably understood to be confidential. 1.5 “Customer” means the legal entity or individual that enters into this Agreement. 1.6 “Documentation” means Shipanzee’s current, standard documentation regarding the Services. 1.7 “Effective Date” means the date of electronic acceptance of this Agreement by Customer. 1.8 “End User” means an individual who is authorized by Customer to use the Shipanzee Services. 1.9 “Error” means a reproducible defect in the Services, when accessed and used from equipment meeting the System Requirements that causes the Services not to perform substantially in accordance with the Documentation. 1.10 “License Agreement” means the agreement between Customer and Shipanzee pursuant to which Customer is licensed to use the Services. 1.11 “Party” means individually Customer or Shipanzee and Parties means Customer and Shipanzee collectively. 1.12 “Payment Information” means limited Customer information related to billing and payment matters collected by Shipanzee during the online registration process. Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by Shipanzee. 1.13 “Privacy Policy” means the Shipanzee Privacy Policy which can be viewed by clicking the “Privacy Policy” hypertext link located on the Shipanzee website. 1.14 “Registration Data” means limited Customer information collected by Shipanzee during the online registration process. 1.15 “Services” means the services as subscribed to by Customer under the License Agreement which include the online platform hosted by Shipanzee for such purpose. 1.16 “System Requirements” means the minimum requirements for ancillary software, computers, internet connections and other hardware and equipment needed to access and use the Services, as set out in the Documentation from time to time.

2. Customer Rights and Restrictions 2.1 Customer Access and Use. During the term of this Agreement, Customer may access and use the Services pursuant to and in accordance with the provisions of this Agreement. Customer warrants that it has entered into a License Agreement with Shipanzee. Shipanzee will enable Customer and its Named Authorized Users to access and utilize the Services as contemplated by the Agreement. Thereafter, Customer shall be solely responsible for selecting and managing its users and providing each of them with the information necessary for access to and use of the Services. Customer may reassign Named Authorized Users. Customer may inform its users, customers and employees that the Services are powered by Shipanzee. 2.2 Reverse Engineering. Except to the extent permitted by law, Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Services and/or any other aspect of Shipanzee’ technology. 2.3 Abuse. Customer shall not access and/or engage in any use of the Services (i) in a manner that abuses or materially disrupts the networks, security systems, Services and/or websites of Shipanzee and/or (ii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous, or otherwise unlawful. 2.4 Illegal Purposes. Customer shall not use the Services for fraudulent or illegal purposes. Furthermore Customer shall not use the Services to record phone communications without notifying the concerned persons and participants that it is recording such communications. 2.5 Resale. Customer shall not market, offer to sell, sell and/or otherwise resell the Services to any third Party. 2.6 No Representation by Customer. Neither Customer nor any of its Named Authorized Users, customers, employees or representatives shall make any representations with respect to Shipanzee, the Services or this Agreement (including, without limitation, that Shipanzee is a warrantor or co-seller of any of Customer’s products and/or services). 2.7 Cookies. By using the Shipanzee’ Services or websites, Customer agrees to the use of cookies. Cookies are small text files that contain data and are used to enhance Customer’s experience. Shipanzee uses cookies to facilitate the use of the Services and websites. Analytical cookies are used to collect information to improve how the Services and websites work. Functional cookies are used to store Customer’s preferences and improve the functionality of the Services. 2.8 Limited Grant of Rights. No other rights are granted hereunder to Customer except as expressly set forth in this Agreement.

3. Online Registration. To subscribe to Services via the various Shipanzee product websites, Customer must duly complete the online registration process, including Customer’s electronic acceptance of this Agreement, and Shipanzee must then accept such online registration. Shipanzee may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer’s online registration is rejected by Shipanzee, such potential Customer may submit a new online registration for re-evaluation by Shipanzee.

3.1 Registration Data All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. Shipanzee reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete and/or not current at any time. Customer is hereby informed that Registration Data is subject to automatic processing by Shipanzee for the purposes of managing Customer’s account. Customer will have access to Registration Data and may update or correct it as necessary. 3.2 Account Password/Security. As part of the online registration process, Customer will choose or may be assigned a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify Shipanzee immediately of any unauthorized use of its account or any other breach of security. Shipanzee shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by Shipanzee and/or another party due to a third party using Customer’s account or password. 3.3 Trial and Promotional Offers. From time to time, Shipanzee may offer certain trial and/or promotional offers. Shipanzee reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. 3.4 Privacy Policy. Shipanzee’ use of any information provided by Customer, including without limitation, Registration Data and Payment Information, is set forth in Shipanzee’ current Privacy Policy.

4. Term and Termination 4.1 Term The term of this Agreement shall be the same as the term of the License Agreement and this Agreement shall terminate automatically upon termination of the License Agreement. 4.2 Termination for Cause. Shipanzee reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement. 4.3 Effect of Termination. Upon expiration or termination of this Agreement: 1) Customer will immediately discontinue all access to and use of the Services and cease to represent in any form that it is a user of the Services, and 2) Shipanzee may disable Customer’s account. Neither Party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section 4.2; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.

5. Fees and Charges

5.1 Fees Customer shall pay fees to Shipanzee in accordance with the License Agreement.

5.2 Refund Policy: All payments are final.

6. Confidentiality Unless expressly authorized in writing by the other Party, neither Party shall disclose to any third party any Confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of the receiving Party, (ii) is already lawfully in the receiving Party’s possession and not subject to a confidentiality obligation to the disclosing Party, (iii) becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided receiving Party supplies disclosing Party with timely notice of such court order or subpoena. Furthermore, Customer will keep in confidence all passwords and/or other access information related to the Services. Customer acknowledges that Shipanzee, and its licensors, retain all intellectual property rights and title, in and to, all of their Confidential Information and/or other proprietary information. This shall include, but not be limited to: products, services, and the ideas, concepts, techniques, inventions, processes, software or works of authorship developed, embodied in, or practiced in connection with the Services provided by Shipanzee hereunder.

7. Warranty Shipanzee warrants that the Services will perform with minimal Errors, provided that: : (a) the Services have not been modified by anyone other than Shipanzee or as Shipanzee authorizes in writing; (b) Customer is using equipment, software and connections that comply with the System Requirements to access and use the Services; (d) the Error is not caused by Customer or its End Users, or their respective contractors or agents; and (e) Customer notifies Shipanzee of the Error as soon as practicable after it is discovered. Customer acknowledges and agrees that its sole and exclusive remedies, and Shipanzee’s only obligations, under the warranty set out in this paragraph is to cause the Services to perform substantially in accordance with Shipanzee’s then-current Documentation by correcting Errors.

8. WARRANTY AND LIMITATIONS: EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT: (A) THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY OTHER WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) Shipanzee DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS IN THE SERVICES WILL BE IDENTIFIED AND CORRECTED, THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE SERVICES WILL OPERATE IN CONJUNCTION WITH EQUIPMENT, THIRD-PARTY SOFTWARE OR SERVICES THAT CUSTOMER MAY OBTAIN OUTSIDE OF THIS AGREEMENT; AND (C) ACCESS TO AND USE OF THE SERVICES MAY AFFECT THE USABILITY OF THIRD-PARTY SOFTWARE, APPLICATIONS OR SERVICES.

9. LIMITATION ON LIABILITY. IN NO EVENT SHALL Shipanzee BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT Shipanzee HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Shipanzee’S LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. [Note to Draft: This limitation is based upon the limitation in the Reseller Agreement – Shipanzee may amend it as it sees fit.]

10. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Ontario without giving effect to any choice or conflict of law provision or rule (whether of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Ontario.

11. Additional Terms 11.1 Relationship of the Parties. Customer and Shipanzee are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties. 11.2 Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void. 11.3 Force Majeure. Neither Party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a Party. 11.4 Notice. Ship Solutions may provide Customer with notice via telephone, email, regular mail and/or postings on the Shipanzee website. 11.5 Compliance with Laws. Both Parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the Services under this Agreement. Notwithstanding the preceding sentence Shipanzee does not guarantee that the Services shall be appropriate and/or available for use in any particular location and Customer is responsible for compliance with local laws to the extent applicable. Shipanzee reserves the right to modify the Services for any reason, without notice and without liability to Customer or any end user. Customer shall comply with all legal duties applicable to the Customer including obligations as data controller by virtue of Customer’s role as meeting organizer and/or Named Authorized User. Customer must provide the relevant persons and/or participants with all information Customer is required by law to provide and, if necessary, must obtain the consent of these persons and/or participants. Notwithstanding any other provision in this Agreement, Shipanzee shall have the right to terminate this Agreement immediately upon the determination by Shipanzee that Customer is not in compliance with export laws or violates any government privacy and/or data protection laws. 11.6 No Waiver. The failure of either Customer or Shipanzee in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s). 11.7 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect and the Parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement. 11.8 No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof. 11.9 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either Party unless agreed to in writing by both Parties. 11.10 Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. 11.11 References. Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular. 11.12 Beta version. The terms of this subsection 11.12 shall only apply to Customer with respect to any “Beta’ version of any of the Services (the “Beta Services”) made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer “as-is.” Therefore, to the extent permitted by applicable law, Shipanzee disclaims any warranty, condition and/or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between Shipanzee and Customer during Customer’s use of the Beta Services and participation in Shipanzee’ Beta program and hereby agrees to receive related correspondence and updates from Shipanzee. In the event Customer requests to opt-out from such communications, Customer’s participation in the Shipanzee Beta program will be canceled. Customer also hereby acknowledges that Shipanzee has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that Shipanzee has no express or implied obligation to Customer to announce or introduce the Beta Services. During the Shipanzee Beta program, Customer will be asked to provide feedback regarding Customer’s use of the Beta Service(s) and Customer hereby grants to Shipanzee a perpetual, royalty-free worldwide license to use and/or incorporate such feedback into any Shipanzee product or service (including the Beta Services) at any time at the sole discretion of Shipanzee. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict. 11.13 Language. The parties hereby confirm their express agreement that this Agreement and all documents directly or indirectly related thereto be drawn up in English. LES PARTIES RECONNAISSENT LEUR VOLANTE EXPRESSE QUE LA PRESENTE CONVENTION AINSI QUE TOUS LES DOCUMENTS QUI S’Y RATTACHENT DIRECTEMENT OU INDIRECTEMENT SOIENT REDIGES EN LANGUE ANGLAISE.