Terms of Use

SquareMarket Technologies Inc. (the “Company”)

Terms of Use

Last Modified Date: 21-Jun-21

Effective Date: 21-Jun-21

The following summary (“Summary of Terms”) is subject to the terms and conditions set out in the schedules to this agreement (and together, this Summary of Terms and all schedules are the “Agreement” or “Terms of Use”).

If any End-User does not agree to this Agreement, such End-User shall agree to not use the Product and in doing so shall not be granted a license to the Product. See “Acceptance of the Terms”, below.

Parties

This Agreement is between:

  1. SquareMarket Technologies Inc., a company incorporated under the federal laws of Canada (the “Company”), and
  1. The “Client” or “End-User” who has registered for the use of the Product, and together with the Company, each a “Party”, and collectively the “Parties”.

Acceptance Of the Agreement in Order to Use the Site. It is important that each End-User read this Agreement carefully. By registering for, logging in and/or otherwise accessing or using the Product which each End-User agrees to be good and valuable consideration, such End-User hereby represents, warrants and signifies that such End-User is: (a) at least 19 years of age; (b) has read, understood and agrees to be bound by this Agreement as it may be amended from time to time; and (c) has read and understood the Company Privacy Policy, which can be accessed at https://squaremarket.io/pages/privacy-policy the "Privacy Policy"), the terms of which are incorporated herein by reference, and agrees to abide by the Privacy Policy.

If applicable, Client and/or End-User further agree to abide by all the terms in the Shopify E-commerce Platform end user licensing agreement, or any other applicable digital distribution platform agreement, so long as such agreement does not conflict with the terms herein.

Summary of License Terms. During the Initial Term or subsequent Renewal Term (as defined below), the Company grants to the End-User a non-exclusive, non-transferable, non-sub licensable, revocable license to the Product, the features of which are described in Schedule “B” to this Agreement.

The license can be revoked for breach of the Agreement and/or for any of the Prohibited Uses as defined below in Schedule “C” to this Agreement, examples of which are submission to the Company or any other End-Users of objectionable content, and/or acts of abuse to the Company or to any other End-Users, and/or of any Prohibited Use of the product, among others).

Complete license terms are contained in Schedule “A” to this Agreement.

Payment Terms

The Company shall charge Marketplace Fees as set out in Schedule “D” of this Agreement.

Company does not make any representation, warranty or guarantee about the time it will take for an End-User or Client to receive payment for any transaction.  Company aims to payout the aggregate balance collected (including HST) on fulfilled orders on Friday for the seven (7) days preceding the prior Wednesday. Company does not make any warranty or guarantee that the payments will be received on that day.

The applicable third-party payment processor used by the Company (“Third Party Payment Processor”) provides certain services to Company and to End-User that support the Company Payment Services (the “Third Party Payment Processor Services”). Company uses a Third Party Payment Processor to process order payments initiated by End-Users, and to pay the Fees and other amounts owed by End-Users to Company. Company may use data about End-User’s use of the Third Party Payment Processor Services and their transactions effected through the Third Party Payment Processor for the same purposes for which Company is permitted to use other data collected by Company in connection with the Supplier Goods and Services, as provided in these Terms of Service or the Privacy Policy.

End-Users authorize Company to use the Third Party Payment Processor Services to provide the Company Payment Services. End-Users consent to Company providing their relevant data to Third Party Payment Processors as necessary for the provision of the Supplier Goods and Services, and End-Users authorize Third Party Payment Processors to collect information from them, including information Third Party Payment Processors collect using cookies or other means.

End-User agrees to indemnify and hold harmless Company with respect to any suits or claims by Third Party Payment Processors or any third party (and any related costs, including legal fees) arising directly or indirectly out of any activity associated with such End-User , whether initiated by End-User or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the services in a manner prohibited under these Terms of Service or any agreement with any Third Party Payment Processor), and without limitation including (a) any failure by End-User to pay any amount owing by End-User to a Third Party Payment Processor in any way related to an account associated with End-User on Third Party Payment Processor’s system, or (b) any claim made against Company by a Third Party Payment Processor as a result of any inaccurate or incomplete information provided by End-User to such Third Party Payment Processor (or provided by End-User to Company, and which Company provided to Third Party Payment Processor). If Company makes any payment to a Third Party Payment Processor in relation to any such claim, then, without limiting any other remedies available to Company, End-Users authorize Company to use any authorized payment method to collect a corresponding amount from such End-User.

From time to time, Company may change the Third Party Payment Processor it uses to support the Company Payment Services, or Company may offer the option of using other Third Party Payment Processors to support the Company Payment Services, or Company may elect itself to perform some or all of the services that were previously provided by the Third Party Payment Processor. If Company does so, then, in order to continue to use the Company Payment Services, End-User may be required to agree to additional terms imposed by Company or such other Third Party Payment Processor. If End-User does not wish to accept those terms, then such End-User must cease using the corresponding Company Payment Services.

All payment is exclusive of any taxes or duties imposed by applicable tax laws in each Client’s and/or End-User’s tax jurisdictions, and the Company will not be responsible for any taxes or duties owed by the Client and/or End-User.

Term

This Agreement shall apply to each Client and/or End-User commencing from the time that such End-User first registers to use the Product (the “Effective Date”) and, subject to the clauses that survive this agreement, until the termination of the Agreement at the conclusion of a one-month period (the “Initial Term”). The Agreement will renew automatically on a month-to-month basis thereafter (each a “Renewal Term”) until such time as it is terminated in accordance with the termination provisions of this Agreement.

As-Is/No Warranty

The Product is provided “As-Is” and no refunds will be provided for early termination.

Data Usage

The Client acknowledges that, and the End-User acknowledges that, to aid in supporting the Company business goals and in improving the End-User experience, the Company processes End-User User Data through third party storage, hosting and data processing services that are comparable to the processing services provided by similar companies to the Client. A complete list of third-party data processing providers can be found within the Privacy Policy to this Agreement which can be accessed at https://squaremarket.io/pages/privacy-policy.

Support

For support inquiries, or to report objectionable content, please contact the Company at info@squaremarket.io.

Schedule “A”

Terms and Conditions to the Product Licence Agreement

  1. PARTIES ACCESSING THE SOFTWARE AGREE TO BE BOUND BY OUR TERMS

This Agreement will govern the Client and End-User access of the Square Market Technologies Inc. product, whether accessed: (a) on a computer connected to the internet at squaremarket.io (the “Website”); (b) on the Company social media properties; and/or (c) by downloaded on a mobile hardware device (individually and collectively, (a), (b), and (c) are the “Product”), as owned and operated by the Company.

No End-User may use the Product or accept this Agreement if such End-User is not of a legal age to form a binding contract with the Company. In accepting this Agreement, each End-User represents that such End-User has the capacity to be bound by them, and/or if such End-User is acting on behalf of the Client, that such End-User has the authority to bind such company or entity (and in which case Client will refer to the company or entity).

  1. AMENDMENT

Pursuant to the amendment restrictions set out in Applicable Law (define below), the Company may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Product which include but are not limited to the:

(a)  scope of the features;

(b)  timing of the features;

(c)  software/hardware required for access to the Product; and

(d)  geographic locations or jurisdictions in which certain features may be available

The Company may amend this Agreement without notice for non-material amendments. In the event of a material change during the Initial Term or prior to a Renewal Term, Company will provide the End-User with thirty (30) days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the email address supplied to the Company by the Client and/or End-User, setting out:

(a)  the new or amended agreement terms;

(b)  how such terms read formerly;

(c)  the date of the coming into force of the amendment;

(d)  the means in which to respond to the notice of amendment and the effects of not responding;

(e)  the option to either terminate the agreement or retain the existing agreement unchanged; and

(f)   the language of this provision with reference to the applicable consumer protection legislation rules for amending this Agreement and making any additional requirements for amendments as prescribed by law (if any).

It is the Client and/or End-User’s responsibility to send such notices of material changes to all End-Users associated with the End-User’s account. The Company highly recommends that each Client and/or End-User read any amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each Client and/or End-User accessing the Product through the Product registration has accepted the change to this Agreement, unless such Client and/or End-User notifies the Company to the contrary, no later than thirty (30) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such Client and/or End-User desires to cancel the contract or deregister or unsubscribe from access to the Product.

The Company will post the most current terms to this Agreement conspicuously within the Product and the Client and/or End-User’s use of the Product will be subject to the most current terms as posted on the Product at such time. It is the Client and/or End-User’s responsibility to visit this page to find any updates that may have been made to the Agreement. Each Client and/or End-User hereby agrees that the Company shall not be liable to such End-User for any amendments to the Agreement.

  1. SUSPENSION AND TERMINATION

Client and/or End-Users may terminate their relationship with the Company by notifying the Company via email at info@squaremarket.io. The Client acknowledges that more than one End-User may be registered on behalf of the Client who are not responsible for payment, and therefore that services provided by the Product and the applicable fees shall continue until the Client has notified the Company of the Client’s desire to unsubscribe from the Product, to close all End-User accounts associated with the Client, and to cease the Client and End-User’s use of the Product.

The Company may suspend provision of the Product in the event that the Client and/or End-User fails to make any payment when due hereunder, the Client ceases to carry on its business in the normal course, or if an event of Prohibited Use (as described in Schedule “C” to this Agreement) occurs, or if Client or End-User is in material breach of the Agreement. Suspension shall have no effect on the payment obligations of the Client and/or End-User during the Agreement Term or Renewal Term. A suspension event shall be included in the definition of Client and/or End-User material breach. The Client and/or End-User agrees to pay the Company’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing the Company’s right to payment.

At the Company’s discretion, the Company may terminate this Agreement immediately at any time and for any reason including, but not limited to:

  • an End-User or Client material breach of this Agreement, including failure to make payments when due;
  • if the Client and/or End-User has not adhered to any or all the provisions of the Agreement (such as a failure to pay fees when due) or if it appears that the Client and/or End-User not intend to or is unable to comply with the Terms, such determination to be made solely at the Company’s discretion;
  • for prolonged inactivity of any account if the Client and/or End-User has not logged in to the End-User’s account.
  • if the Company is required to terminate the relationship by law;
  • if the Company receives any notice of or discovers any event of Prohibited Use;
  • if provision of the Product is no longer commercially viable for the Company; and/or
  • if the Company has changed the Company’s Agreement or Privacy Policy (Found at Privacy Policy and has not received the Client and/or End-User’s required consent, pursuant to the amendment provision in this Agreement.

Upon termination of this Agreement with the Client and/or End-User, the Company immediately revokes the End-User’s license and/or the Client’s license, respectively, use the Product and may block all access to the End-User’s account, and may delete all data and information associated with the End-User’s account for thirty (30) days after such termination.

Refunds: For any aspects of the Product that require payment to the Company, no refunds will be provided for early termination, and the End-User will pay the Fees and Expenses in full for the Product provided by the Company up to and including the last day of the month following the termination date.

  1. USE OF THE PRODUCT

In order to use the Product, the Client and/or End-User must register using the Company’s registration page located within the app. The End-User understands and agrees that a representative of the Client’s organization may register the End-User for an account.

Account Creation. To access and use any Company Supplier Goods and Services or services, Client must first create a Company account (an “Account”). Company may reject any application for an Account or cancel any Account for any reason, in our sole discretion.  Client or End-User represents and confirms they have the authority and are duly authorized to bind the legal entity in which the Account is being created for (whether for initial Account set-up or an Employee Account as defined below), including any employer, business, corporation, partnership, or other legal entity, including a sole proprietorship. In the case that the Account is being created for a sole proprietorship, the Client or End-User represents and confirms they are the age of majority in the jurisdiction in which they reside and use the Supplier Goods and Services from.  In all cases, the Supplier Goods and Services may not be procured for any personal, household or family purpose. Client or End-User agrees to use their business-issued email address, and acknowledge and agree that Company will use the email address provided to open the Account (or as updated by Client from time to time) as the primary method for communication with Client.

Registration Information: The End-User agrees and understands that the End-User is responsible for maintaining the confidentiality of the End-User’s password, which, together with the End-User’s name and e-mail address (“User ID”), allows the End-User to access the Product. The End-User ID and password, together with any other contact information the End-User provides the Company at the time of signing up for the Product comprise the End-User’s “Registration Information.” The End-User agrees that all Registration Information provided to the Company will be accurate and up-to-date. The End-User agrees to keep the End-User’s password secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the End-User becomes aware of any unauthorized use of the End-User’s password or account, the End-User agrees to notify the Company via e-mail at info@squaremarket.io as soon as possible.

The Client and/or End-user may not open an account if the Client and/or End-User is a competitor of the Company.

Permitted Uses: The Client and/or End-User agrees to use the Product only for purposes that are permitted, both by the Agreement and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The Client and/or End-User agrees to adhere to any applicable privacy of personal information laws and regulations.

Unauthorized Access: The Client and/or End-User agrees to only access (or try to access) and use the Product through interfaces provided by Company. The Client and/or End-User shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The Client and/or End-User agrees not to use or attempt to use another End-User’s account. The Client and/or End-User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the Client and/or End-User, the Client and/or End-User’s personal information, or the Client and/or End-User’s affiliations with any person or entity.

Moderation of content created by the End-User: The Client and/or End-User understands and agrees that although the Company is not required to moderate the End-User’s use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others.

Objectionable content created by others: The Client and/or End-User understands that when using the Product, the End-User may come across material that the End-User finds objectionable, offensive or indecent and agree that the End-User is using the Product at the End-User’s own risk. The End-User may alert the Company by using the support contact information contained herein.

User Responsibility: The Client and/or End-User agrees that the Client and/or End-User is solely responsible for any breach of the End-User’s obligations under the Agreement and for the consequences of any such breach. The Company has no responsibility to the Client and/or End-User or to any third party for such breaches or the consequences of such breaches (including losses or damage that Company may incur).

Technical Requirements: Use of the Product requires internet access through the End-User’s computer. The End-User may be required to have the most up-to-date web browser and operating system to use the Product, and some features of the Product may not be accessible with such technologies disabled.

User Responsibility for Equipment. The End-User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Product.

  1. PRIVACY

The End-User’s privacy is very important to Company. Please review the Company’s Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of the End-User’s personal information collected for the purposes of the features offered through the Product.

  1. THIRD PARTY LINKS

The Product may link to third-party websites and/or resources. Such links are provided as a convenience to the End-User only and do not imply an endorsement, warranty or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the availability or accuracy of such links, and/or the content products or services provided at the destinations of such links. The Client and/or End-User is solely responsible for use of any such websites or resources and compliance with their policies. Should the End-User elect to enter into a binding contract with any such third party website and/or resource, the Client and/or End-User agrees to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the End-User’s actions or the actions of any End-User associated with the End-User’s account, offering to accept or having accepted any products or services that are available from those sites.

  1. INTELLECTUAL PROPERTY AND RIGHTS

Rights to content provided by Company. The Client and/or End-User acknowledges and understands that Company own all right, title and interest in: (a) the Product and all improvements, enhancements or modifications thereto; (b) the Product and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which the Client and/or End-User may have access to when using the Product.

Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Company shall be free to use any ideas, concepts or know-how developed or acquired by the Company during the provision of the Product under this Agreement to the extent obtained and retained by the Company’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude the Company from enhancing the Product based on the accumulation of Know-How.

The Client and/or End-User is not required to provide the Company with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the Client and/or End-User do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the Client and End-User hereby assigns, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.

Limited license: The Company hereby grants the Client and/or End-User a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with this Agreement and the License Restrictions set out in the Summary of Terms. This limited license is subject to full payment of the Fees when due. This license may be revoked by the Company upon breach of this Agreement by the Client and/or End-User and shall automatically be revoked upon termination or expiration of this Agreement.

The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which Company uses in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). The Company does not grant the Client and/or End-User any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the Client and/or End-User and the Company.

Licence to Brand Marks: The Company and Client and/or End-User agree and understand to grant to each other a perpetual, non-exclusive, royalty-free licence to use one another’s name, logos, and/or trademark (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. None of the parties shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand.

  1. LIMITATION OF LIABILITY

The Client and the End-Users representing such Client individually and collectively hereby agree to release, remise and forever discharge the Company and the Company’s directors, employees, officers, and the Company’s affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, any use of the Product whatsoever.

THE CLIENT AND END-USER ACKNOWLEDGES AND AGREES THAT: (A) THE PRODUCT IS TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE END-USER ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE END-USER USES THE PRODUCT AT THE END-USER’S OWN RISK; (B) THE COMPANY IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE PRODUCT; AND (C) THE CLIENT AND END-USER HAS REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE CLIENT AND END-USER HAS SPECIFICALLY RELEASED THE COMPANY FROM ANY AND ALL LIABILITY FOR (AMONG OTHERS):

(a)  For non-Product failures: responsibility for any failure of, or damages to, any hardware devices, equipment or networks or internet access, content or data, or third party applications used by the Client and/or End-User in connection with the Product;

(b)  For communication failures or Product downtime: whether due to maintenance or other reasons, any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Product content, End-User User Data, use of Product and/or any communications between the End-Users and the Product;

(c)  For loss of access as a result of failure to receive payment: account suspension or termination as a result of the End-User’s insufficient funds to make payment or payment processing issues that are beyond the Company’s control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by the User’s payment card brand or acquirer bank, or any other interface from an outside force);

(d)  For content inaccuracy: any inaccuracy in content and/or recommendations by the Company in the Company content and/or the End-User and/or Client User Data, and the Client and End-User is responsible for ensuring that that the information entered into the Company’s system by such End-User is accurate, reliable and complete, and agrees that the provision or storage of End-User Data through the Product does not constitute the Company’s endorsement or warranty as to the accuracy of such content;

(e)  For compliance with law: the compliance of such End-User Data with applicable legislation including privacy legislation, and Client and End User agree that the provision or storage of End-User Data through the Product does not constitute the Company’s endorsement or warranty as to compliance with laws;

(f)   For online discussions: responsibility or liability for any user-generated commentary, ratings or reviews of the Client and/or End-User and/or an employee of a Client and/or End-User posted to the Product, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee, and ratings and reviews posted to the Product DO NOT reflect the Company’s views;

(g)  For monitoring: liability for monitoring the Product or for unauthorized or unlawful content on the Product or use of the Product by any of the Product’s End-Users;

(h)  For non-infringement: direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.

(i)    For processing of content: liability for any damages that may arise by the Client’s use and/or direct or third-party processing of End-User Data, and the Client and/or End-User further agrees and acknowledges that the Company is not liable for any damages that may arise if Client and/or End-User Data is misdirected in error, subject to, subject to the Company’s legal requirements relating to the protection of personal information under Applicable Law;

(j)    For communications directly or through the Company’s Product: liability for any damages that may arise for communications received to the Client and/or End-User through the User’s access to the Product and/or for the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, Client and/or End-User Data, pictures, written reviews, personal information, and/or comments made from the End-User’s personal point of view;

(k)  For unauthorized activities: unauthorized activities directed towards the Product or its Client and/or End-Users including identity theft, fraud or unauthorized access; viruses, denial of service attacks, and any items that are included in the definition of Prohibited Use as set out as Schedule “C” to this Agreement; and/or

(l)    For force majeure: any force majeure event as described in this Agreement and/or any matter beyond the Company’s reasonable control. 

In the event that there is a finding of liability pursuant to the dispute resolution provisions of this Agreement that is contrary to the foregoing, the Client and End-Users agree that such damages shall be limited in the aggregate for all Claims related to all of the End-Users registered on behalf of a Client and the Client itself (individually and collectively, the Claimants) to the fees or charges which the Claimants have paid for the Product, if any, in the previous invoice for the services giving rise to the claim, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.

  1. INDEMNIFICATION

To the extent permitted by applicable laws, the Client and/or End-User agree that the Client and/or End-User will defend, indemnify and hold harmless the Company and the Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the Client and/or End-User’s breach of this Agreement; the End-User’s access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including the Client and/or End-User) caused by the Client and/or End-User’s access to and/or use of the Product; and (b) specifically, for the End-User’s breach of the intellectual property rights of any third party to this Agreement; and/or (c) for any Prohibited Use.

The End-User agrees that the Client and/or End-User will be solely responsible for all activities that occur under the End-User’s account, whether the End-User is aware of them or not. The Client and/or End-User agrees to hold the Company harmless and release the Company from any loss or liability whatsoever that the Client and/or End-User may incur as a result of someone other than the Client and/or End-User using the End-User’s password or account, either with or without the Client and/or End-User’s knowledge. The Client and/or End-User agree to indemnify the Company for any damages, third party claims or liabilities whatsoever that the Company may incur as a result of activities that occur on or through the End-User’s account, whether or not the Client and/or End-User were directly or personally responsible.

  1. GOVERNING LAW AND FORUM OF DISPUTES

The Client and/or End-User agree that the laws of the province of Ontario and the federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this Agreement and any dispute of any sort that may arise between the Client and/or End-User and Company. With respect to any disputes or claims, the Client and/or End-User agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and the Client and/or End-User hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The Client and/or End-User agree to pay reasonable attorneys' fees and court costs incurred by the Company to collect any unpaid amounts owed by the Client and/or End-User.

  1. EXPENSES

Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party’s obligations hereunder.

  1. FORCE MAJEURE

The Client and/or End-User agree that the Company are not liable for a delay or failure in performance of the Product or the provisions of this Agreement caused by reason of any occurrence of unforeseen events beyond the Company’s reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

  1. SEVERABILITY

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

  1. HEADINGS

The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.

  1. ASSIGNMENT OF AGREEMENT

The Client and/or End-User may not, without the Company’s prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Company may assign this Agreement to a third party at any time in the Company’s sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

  1. WAIVER

The Client and/or End-User agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement or which the Company has the benefit of under any Applicable Law, this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to Company. Waivers must be in written form and signed by an authorized representative of the Company

  1. SURVIVAL OF AGREEMENT

All covenants, agreements, representations and warranties made in this Agreement shall survive the End-User’s acceptance of this Agreement and the termination of this Agreement.

  1. ENTIRE AGREEMENT

The Product License Agreement and its schedules will constitute the entire agreement between the Company and the Client and/or End-User with respect to the subject matter hereof, and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between this Agreement and the Privacy Policy (Found at: https://squaremarket.io/pages/privacy-policy), the terms and conditions found herein shall prevail. 

  1. CONTACT

By providing the Company with the End-User’s email address, whether provided directly by the End-User or by the Client on behalf of the End-User, the End-User agrees to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is the End-User’s responsibility to update or change that address, as appropriate. 

If the Client and/or End-User have any questions or comments regarding this Agreement, please contact the Company’s head office by email at info@squaremarket.io.

 

Schedule “B”

Product Scope and Features

A Marketplace that allows Marketplace Supplier to sell their Marketplace Offerings subject to the limits and terms as set out in Schedule “D”

The Product, is limited to the following features and License Restrictions contained in the version available during the Initial Term and subsequent Renewal Terms, and includes:

  • marketplace, map, payments and invoices, supplier/restaurant dashboard 

Schedule “C” 

Prohibited Uses 

The Client and/or End-Users may use the Product only for lawful purposes, and may not use the Product in any manner that:

(a)       breaches any applicable local, national or international law or regulation; 

(b)       may in any way be considered harassment to another person or entity; 

(c)       may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; 

(d)       may in any way damage, disable, overburden, and/or impair the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product; 

(e)       is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;

(f)        harms or attempts to harm minors in any way;

(g)       will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers;

(h)       will cause sensitive personal information records of any individual (including, but not limited to, credit card information, personal health records, military information, and passport information) to be attained or used illegally or in an unauthorized manner;

(i)        will decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product;

(j)        will modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that the End-User does not own or to which the End-User has rights, or to create derivative works based on the Product;

(k)       will infringe upon the Company’s intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without the Company’s prior written consent;

(l)        is for the benefit of or permit a third party, who is not a registered End-User, to use the Product;

(m)     will attempt to gain unauthorized access to, or disrupt the integrity or performance of the Product or the data contained therein;

(n)       will use the Product to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment

(o)       will the post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information

(p)       will disrupt the functioning of the Product, in any manner; and/or

(q)       in the event that the Product is being used on a mobile device, shall not be used in a way that distracts the End-User and/or prevents the End-User from obeying traffic or safety laws, and any of the foregoing (“Prohibited Uses”) may, once investigated, result in immediate account termination for an End-User account and agreement and/or termination of an agreement with the Client who has registered the account for such End-User.

 

Schedule “D”

Marketplace Terms 

The Company provides a technology platform (the “Marketplace”), that connects restaurant suppliers (“Marketplace Supplier”) and restaurants (“Marketplace Customer”) for the purchase of goods (the "Supplier Goods and Services"), and through a third-party, facilitates Marketplace Customer payments for Marketplace Suppliers ("Company Payment Services"). A Marketplace Supplier, as an End-User may access the Marketplace to publish or offer their products or supplies for sale or distribution (“Marketplace Offering”) to Marketplace Customers. This Marketplace schedule governs the Marketplace Supplier’s and Marketplace Customer’s access and use of the Marketplace. For clarity, the Marketplace Supplier and Marketplace Customer must comply with both the terms hereunder and the terms of this Agreement (the Supplier Goods and Services License Agreement and End User License Agreement).

COMPANY IS NOT A PARTY TO ANY AGREEMENT OR TRANSACTION THAT MAY BE FORMED BETWEEN A MARKETPLACE SUPPLIER AND MARKETPLACE CUSTOMER, WHETHER OR NOT FORMED THROUGH A COMPLETED TRANSACTION ON THE MARKETPLACE. END-USER AGREES AND CONFIRMS THAT COMPANY HAS NO RESPONSIBILITY NOR LIABILITY FOR THE ACTS OR OMISSIONS OF ANY MARKETPLACE SUPPLIER OR ANY MARKETPLACE CUSTOMER. COMPANY WILL NOT ASSESS, GUARANTEE, NOR VERIFY THE SUITABILITY, LEGALITY OR ABILITY OF ANY MARKETPLACE CUSTOMER OR MARKETPLACE SUPPLIER.

MARKETPLACE SUPPLIERS AND MARKETPLACE CUSTOMERS ARE INDEPENDENT AND END-USER UNDERSTANDS AND AGREES THAT COMPANY DOES NOT ITSELF PUBLISH ANY OFFERS NOR PROVIDE ANY SERVICES OR PRODUCTS OTHER THAN PROVIDING THE MARKETPLACE, A TECHNOLOGY PLATFORM, TO CONNECT MARKETPLACE SUPPLIERS AND MARKETPLACE CUSTOMERS AND FACILITATE THE TRANSMISSION OF ORDERS BY MARKETPLACE CUSTOMERS TO MARKETPLACE SUPPLIERS. COMPANY DOES NOT BUY NOR SELL ANY PRODUCTS INCLUDING ANY MARKETPLACE OFFERINGS; NOR DOES COMPANY DELIVER PRODUCTS OR ASSIST IN THE FACILITATION OR ARRANGEMENT OF DELIVERY FOR ANY COMPLETED TRANSACTIONS ON THE MARKETPLACE; NOR DOES COMPANY TAKE ANY TITLE, ANY OWNERSHIP INTEREST OR CONTROL TO ANY PRODUCTS INCLUDING ANY MARKETPLACE OFFERINGS. COMPANY IS NOT THE RETAILER OF ANY PRODUCTS, INCLUDING ANY MARKETPLACE OFFERING, OFFERED BY MARKETPLACE SUPPLIER, NOR IS IT IN THE RESTAURANT OR DELIVERY BUSINESS. COMPANY IS NOT LIABLE, NOR RESPONSIBLE, AND NOR DOES IT GUARANTEE ANY OBLIGATION OF A MARKETPLACE SUPPLIER OR MARKETPLACE CUSTOMER, INCLUDING BUT NOT LIMITED TO, THE DELIVERY OF GOODS RELATED TO A COMPLETED TRANSACTION ON THE MARKETPLACE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE AVAILABILITY, PRICING, ACCURACY, QUALITY OR TIMELY DELIVERY OF PRODUCTS THAT ARE ORDERED THROUGH THE MARKETPLACE. 

ANY DISPUTES BETWEEN A MARKETPLACE SUPPLIER AND A MARKETPLACE CUSTOMER RELATING DIRECTLY OR INDIRECTLY TO ANY PURCHASE OR SALE OF PRODUCTS OR SERVICES, OR ANY ATTEMPTED OR PURPORTED PURCHASE OR SALE OF PRODUCTS OR SERVICES, MUST BE RESOLVED ENTIRELY BETWEEN THE MARKETPLACE CUSTOMER AND THE MARKETPLACE SUPPLIER, AND BOTH MARKETPLACE CUSTOMER AND MARKETPLACE SUPPLIER HEREBY FULLY RELEASE COMPANY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS (“AFFILIATES”) FROM ANY PRESENT OR FUTURE CLAIMS REGARDING ANY SUCH DISPUTES.

COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE NOR LIABLE FOR ANY FAILURE OF A MARKETPLACE CUSTOMER COMPLETING THE PURCHASE OR PAY AMOUNTS WHICH ARE OR MAY BECOME DUE BASED ON THE TERMS SET OUT IN THE ORDER OR ANY OTHER AGREEMENT BETWEEN MARKETPLACE SUPPLIER AND MARKETPLACE CUSTOMER. ORDERS ACCEPTED OR PROCESSED THROUGH THE SUPPLIER GOODS AND SERVICES ARE AT MARKETPLACE SUPPLIER'S OWN RISK.

THE COMPANY IS NOT RESPONSIBLE FOR THE MARKETPLACE SUPPLIER’S FOOD PREPARATION OR THE SAFETY OF THE FOOD, AND DOES NOT VERIFY MARKETPLACE SUPPLIER’S COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS. MARKETPLACE CUSTOMERS AGREE THAT THE GOODS THAT THEY PURCHASE WILL BE PREPARED BY THE MARKETPLACE SUPPLIER THEY HAVE SELECTED, THAT TITLE TO THE GOODS PASSES FROM THE MARKETPLACE SUPPLIER TO MARKETPLACE CUSTOMER AT THE MARKETPLACE SUPPLIER’S LOCATION, WILL BE DIRECTED BY MARKETPLACE CUSTOMER’S INSTRUCTIONS TO TRANSPORT THE PRODUCTS TO THEIR DESIGNATED DELIVERY LOCATION. 

Marketplace Suppliers . The Marketplace Supplier is solely responsible for ensuring that their use of the Marketplace and their Marketplace Offerings meet all legal and regulatory requirements, including any language translation requirements, for all countries in which their Marketplace Offering is distributed.  The Marketplace Supplier is solely responsible for ensuring that they fulfill the terms of each order accepted or processed through the Supplier Goods and Services.

Licenses and Permits. Company and its Affiliates are not responsible for the accuracy and or verifications of any and all licenses and permits required to conduct business and sell particular products including alcohol. It is the responsibility of the Marketplace Supplier and Marketplace Customer to confirm and verify that any and all licenses and permits required for the Marketplace Supplier to conduct its business are in place.

Marketplace Customers . It is the sole responsibility of the Marketplace Customer, as the case may be, to ensure the fulfilment of the terms of each order placed or processed through the Supplier Goods and Services by the Marketplace Customer, and it is acknowledged and understood that orders placed and processed through the Supplier Goods and Services by Marketplace Customers is at their own risk. Company and its Affiliates are not responsible nor liable for any failure of a Marketplace Supplier to complete the sale and/or deliver the products in compliance with the terms set out in any agreement between the Marketplace Customer and the Marketplace Supplier. Company and its Affiliates have no responsibility or liability for any act, omission or breach by a Marketplace Supplier.

Unauthorized Charges. If there are any unauthorized charges on a Marketplace Customer's credit card relating to an order placed through the Supplier Goods and Services by a Marketplace Customer, then the Marketplace Customer must advise Company at info@squaremarket.io. In such a case, a Marketplace Customer's exclusive remedy is against the Marketplace Supplier and has no remedy against Company and its Affiliates unless due to an intentionally wrongful act of the Company and its Affiliates.

Marketplace Offering is not Binding. Marketplace Customer acknowledges that information made available through the Supplier Goods and Services does not constitute an offer, and that no order is binding on a Marketplace Supplier until accepted by the Marketplace Supplier in its sole discretion, and may be subject to variations in pricing or stock, depending on the Marketplace Supplier's current stock availability.

Credit Card Fees. The Company will charge a fee equal to the percentage of credit card payments, totalling 2.9% on all credit card payments (the "Credit Card Fee") processed by the Company, or as otherwise determined by the Company in its sole discretion on a case-by-case basis.

Marketplace Fees. The Marketplace Supplier shall pay Company a fee equal to two point five percent (2.5%) (the “Marketplace Supplier Fee”), or as otherwise determined by the Company in its sole discretion on a case-by-case basis, of the amounts payable by the Marketplace Supplier in connection with an order managed on the Marketplace (“Marketplace Order”). The Marketplace Supplier hereby authorizes the Company to deduct the Marketplace Supplier Fee from the Marketplace Order and such Marketplace Supplier Fee shall be automatically released to Company (“Marketplace Supplier Fee Release”) upon the release of the Marketplace Order to the Marketplace Customer. Company is not the Marketplace Supplier’s trustee or fiduciary in respect of any payments or any agreements between the Marketplace Supplier and Marketplace Customer.

Marketplace Offering Subject to Approval. The Company may remove Marketplace Offerings from the Marketplace at its discretion. Any and all Marketplace Offerings shall be subject to the Company’s approval to be published on the Marketplace.

Marketplace Data. The Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Marketplace and Marketplace Offerings and related systems and technologies (the “Marketplace Data”) provided that such the Marketplace Data may not include any End-User data other than to provide an Algorithm Update to the Marketplace Supplier and End-User, in which case such End-User data shall not be shared externally and shall be included solely in aggregate, anonymous, and de-identified form that is in no way identifiable with End-User, End-User’s business, or any personal information related to the End-User data, for the purpose of improving the Company Supplier Goods and Services (the “Algorithm Update"), and the Company will be free (during and after the term of this Agreement) to use such information and data to improve and enhance the Company Supplier Goods and Services, Marketplace and for other development, diagnostic and corrective purposes in connection with the services and other the Company offerings.