1. INTRODUCTION

   Overview. These Supplier Terms of Service (the or these “Supplier Terms” or this “Agreement”) govern your access to and use of Sooof Inc.’s (“Sooof”, “we”, “us” or “our”) website (the “Site”), platform, services and/or software (as such term is defined below) (collectively, the "Services") with respect to your use of the Site and providing products or services to Sooof’s end-users (“Customers”). These Supplier Terms limit Sooof’s liability and obligations to you, grant Sooof certain rights and allow Sooof to change, suspend or terminate your access to and use of the Services. Your access to and use of the Services are expressly conditioned on your compliance with these Supplier Terms. Sooof reserves the right to update and change these Supplier Terms from time to time upon notice to you.

   Description of the Services. The Services are comprised of a suite of proprietary tools and applications that, subject to the terms hereof, enable Customers to view and opt-in to offers that suppliers such as yourself may present (“Suppliers”).

   Binding Nature. BY INCLUDING OFFERS THROUGH THE SERVICES YOU AGREE TO BE BOUND BY THESE SUPPLIER TERMS. YOU ARE ONLY AUTHORIZED TO ACCESS THE SITE AND/OR TO USE THE SERVICES (REGARDLESS OF WHETHER YOUR ACCESS OR USE IS INTENDED) TO OFFER YOUR PRODUCTS AND/OR SERVICES IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND THESE SUPPLIER TERMS. IF YOU DO NOT ACCEPT THESE SUPPLIER TERMS IN THEIR ENTIRETY, YOU MAY NOT USE OR ACCESS THE SITE OR THE SERVICES FOR PURPOSES OF OFFER YOUR PRODUCTS AND/OR SERVICES.

   Other Applicable Terms. Your use of the Site and Services may also be subject to the Sooof End-User Terms of Service (the “End User TOS”) and the Sooof Privacy Policy which is located at https://sooofinc.com/Home/PrivacyPolicy, as such may be amended from time to time. Except as expressly set forth herein, in the event of any conflict between these Supplier Terms and such additional terms, conditions, policies and/or agreements the additional terms, conditions, policies and/or agreements will control except to the extent there is a conflict between the terms of these Supplier Terms and an Supplier Agreement (as defined below), in which case these Supplier Terms shall govern for all purposes (including, without limitation, in respect of disputes between you and Customers.) For the avoidance of doubt, if there are terms and conditions in these Supplier Terms regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Supplier Terms will control.

   Privacy Obligations. As a Supplier, you may be granted access to the personal information of Customers (“Personal Information”) directly from the Customers or through the Services. You agree that any use of Personal Information shall at all times be used in conformance with the terms of Sooof’s Privacy Policy, and other applicable laws, rules and regulations. In addition, if Customers directly provide you with Personal Information, you shall provide legally adequate privacy notification and protection for those Customers. If you store Personal Information or sensitive information provided by Customers, you must do so securely.

2. YOUR ACCOUNT

   Authorization. Use of the Services is void where prohibited by law. By visiting the Site and/or using the Services, you represent and warrant that: (i) all registration information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 18 years of age or older, or otherwise have the necessary authority to use the Services and/or create an account; (iv) if you are not the owner of the Supplier, you have all necessary rights and authority to create an Offer (as such term is defined below) for such business and execute all documents necessary in respect of the Offer of such business; (v) your use of the Services does not violate any applicable law or regulation; (vi) you are qualified and capable of performing the services, or supply the goods you provide for display on your Offers; and (vii) you are, and at all times will be, properly and fully licensed and insured (at levels in accordance with applicable industry standards) under all applicable laws and trade regulations (and upon request will produce documentation to verify same), and further, that you have not been turned down for insurance coverage related to your provision of services. You shall notify us promptly of any such changes to your licensing, bonding or insured status.

   Offer Accounts, Offer Fees and Payments. In order to list an offer for the sale products and or provision of services for potential Customers through the Services (an “Offer”), you will need to create an account with us. Creating an account is free, but Sooof reserves the right, at any time, to charge an Offer fee (the “Offer Fee”) for Offers. In addition to paying the Offer Fee, if applicable, you agree to pay to Sooof a commission (the “Commission”) of fifty percent (50%) on Deposits (as such term is defined below) received by us pursuant to an Offer. The Commission may be satisfied by Sooof by way of set off against any amounts owing to you in connection with the Offers you present through the Services. All funds are quoted in the currency in which they are displayed or, where no currency is displayed, all amounts are in US dollars. You are responsible for paying all applicable taxes in connection with the services provided to you by Sooof, including any value added taxes but excluding taxes applicable to Sooof’s net income. Sooof reserves the right to change the Commission, its pricing policy or the method or manner in which it charges for the Services at any time at its sole discretion upon providing you with thirty (30) days prior written notice regarding any such change and the change will not apply to any Offer that exists and for which we have notified you of the Commission. All Commissions or amounts paid by you (whether directly or by set off) in connection with an Offer are nonrefundable.

   Credentials. Your account will be accessed through a user ID and password that you will create (your "Credentials"). Your Credentials are solely for your use. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify Sooof of any unauthorized use of your Credentials.

   Non-Circumvention. You acknowledge and agree that Sooof generates its revenue through the fees charged to Suppliers for generating leads to Customers. Without such fees, Sooof would not operate the Services. Accordingly, you agree that you shall not in any manner, through act or omission, violate the spirit, or frustrate the intention, of these Supplier Terms and the Services, by structuring any agreement or relationship with a Customer or prospective Customer in a manner that, directly or indirectly, results in Sooof not being paid the fees it would have otherwise been entitled to receive hereunder.

   Term. These Supplier Terms, and any posted revision to these Supplier Terms, shall remain in full force and effect while you use the Services. Notwithstanding the foregoing, certain provisions of these Supplier Terms survive termination or expiration of your account. Please see “Survival” provisions below for more information.

3. LISTING AN OFFER

   Approval of Businesses. In order to list an Offer on the Services, you must first complete the offer application process (the “Offer Application”). Sooof reserves the right to reject an Offer Application in its sole discretion and Sooof reserves the right refuse the Offer of any Offer in its sole discretion, including, without limitation, if the Offer fails to meet the minimum offer criteria as Sooof may determine from time-to-time (the “Offer Criteria”). If an Offer is approved for Offer but at any point during the Offer Term (as such term is defined below), subsequently fails to satisfy the Offer Criteria, Sooof shall have the right to remove the Offer and shall have no obligation to reinstate the Offer at any time.

   Offer Term. Upon approval, each Offer shall be listed for the period specified by you or, in the absence of any specified period, for a maximum of one (1) year as we determine in our discretion. (the “Offer Term”). After expiry of the Offer Term, the Offer may be removed unless and until you pay any applicable Offer Fee (if any) for a subsequent Offer Term, or as otherwise removed by Sooof.

   Offer Information. You hereby represent and warrant that any information (the “Offer Information”) you provide to Sooof or otherwise through the Services in respect of a business or an Offer is true, accurate and complete. In the event that you become aware of any inaccuracy in the Offer Information, you shall promptly correct such inaccurate information and notify Sooof of same. Without limiting any rights or remedies it has hereunder, Sooof reserves the right to terminate an Offer and your account (without penalty or refund) immediately and without notice in the event that you fail to maintain the accuracy of the Offer Information at all times.

   Insurance and Tax. Without limiting your obligations under this Agreement, as between you and Sooof, you shall be responsible, at your sole cost and expense to:

   1. pay any and all income, sales or other taxes assessable in connection with your Offers, business and the sale of any products or services that result from Offers;
   2. maintain such insurance and in such policy amounts as may be reasonably necessary for your business and the products and/or services you provide thereunder
   3. theupon request, you shall provide to Sooof a certificate of insurance to Sooof; and
   4. comply with any local, state, provincial or federal laws, rules, regulations or requirements applicable to your business, products or services.
   To the extent pursuant to applicable law, Sooof is required to collect any applicable taxes in respect of your business or provision of products or services pursuant to an Offer, you must promptly notify Sooof upon becoming aware of same and provide Sooof with specific instructions and all relevant information and materials to properly collect such amounts. You acknowledge and agree that: (i) Sooof will only be responsible for collecting applicable taxes as directed by you, and remitting them to you; and (ii) as between you and Sooof, you are responsible for remitting all Applicable Taxes to the relevant taxing authority.

   Performance Standards. You acknowledge and agree that it is a fundamental element of Sooof’s business and goodwill that you shall honour and comply with the terms and conditions of any Offers presented by you to Customers through the Services, including, without limitation, the terms and conditions of any corresponding Voucher (as defined below).

   Pricing Equity. To maintain the price integrity of any Offer on the Services, you agree that the aggregate price for a product or service underlying an Offer shall not exceed the fees for such product or service available on any other website, publication or service through which similar offers are made available (“Other Offer Services”). In the event that a product or service is listed for a lower fee on an Other Offer Service, you shall promptly revise the fee posted on the Services, and otherwise agree to honour the lowest fee for the products or services made available on such Other Offer Services.

4. OFFER PROCESS

   Sooof Processes Paramount. Notwithstanding anything to the contrary herein, you acknowledge and agree that certain processes set forth in these Supplier Terms (including, without limitation, in respect of payment terms) are paramount and shall govern in the event of any conflict between the terms and processes set forth herein, and the terms and processes set forth in any other agreement to which you and the Customer are a party (including, without limitation, any Contract). You further acknowledge and agree that you shall honour and comply with these Supplier Terms. You and the Customers shall be solely responsible for ensuring that any Contract (as defined below) shall include the Supplier Terms and, as applicable, the End User TOS. You acknowledge and agree that Sooof shall have the right to enforce the terms and conditions of this Agreement against you.

   Offer Process.

   1. Subject to the provisions of clause (ii) below:
      1. Once an Offer is made available through the Services, such Offer will be presented to Customers. When an Offer is presented to Customers, they will have the option to conditionally accept to the Offer (“Conditional Acceptance”) and specify the volume of goods and services they wish to purchase under the Offer (the “Purchase Amount”).
      2. Once Conditional Acceptance has been received from a sufficient number of Customers to meet any minimums you place on acceptance of the Offer (“Offer Minimums”), we will notify any Customer that Conditionally Accepted the Offer and request that they pay a deposit equal to five percent (5%) of such Customer’s Purchase Amount (the “Deposit”).
      3. Once we have received payment of the Deposit, we will issue a “Deal Confirmation Package”, to each Customer that accepted the Offer, which specifies the terms of the Offer for the Customer, including, without limitation, the applicable products and/or services (and any applicable quantities), the pricing particulars, the Supplier and unique deal voucher identification for the Customer in respect of the products and or services of the Supplier pursuant to the Offer (the "Voucher"). The Voucher will be communicated by Sooof to both the Customer and the Supplier. The Deal Confirmation Packages will include any restrictions or limitations on the use of the Voucher you have specified in the Offer. You acknowledge and agree to be bound by the terms and conditions of the Offer, including, without limitation, the terms and conditions of any corresponding Voucher.
   2. Notwithstanding the foregoing in clause (i), any Customer shall have the option to accept any Offer on its own without having participate in the Offer process with any other Customers and the Customer agrees to pay to the Supplier the full purchase price for the goods and or services related to the Offer. We will notify any such Customer that Conditionally Accepted the Offer and request that they pay a Deposit equal to five percent (5%) of the full purchase price payable by the Customer to the Supplier for the goods and or services related to the Offer.

   Offer Not Binding. You acknowledge and agree that Conditional Acceptance from Sooof or a Customer does not constitute a binding agreement to purchase or sell goods or services from / to a Customer (and no contract will be deemed entered into in respect of same) until such time as both you and the Customer have executed a Contract (as such term is defined below). Notwithstanding the foregoing, even though there is no enforceable agreement between you and a Customer with respect to the purchase / sale of the goods and services to which an Offer pertains until such time as a definitive agreement (each, a “Contract”) has been signed with respect to the purchase and sale of the products / services, you agree that the terms and conditions of a Voucher are binding provisions upon you and the Customer which shall be incorporated in the terms of the Contract.

   Sooof Not a Party. You acknowledge and agree that Sooof is not a party to the Contract and you hereby release Sooof from any claims, damages, causes of action or liabilities you or, as applicable, that a Customer may have in connection with any Offer or Contract. Sooof solely acts as an Offer site and Deposit processing intermediary for the Customer as described herein and in the End User TOS.

5. CONTENT

   Content. The Services include functionality that permits users to post text, images, audiovisual media and other forms of content and intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, "Content"). With the exception of Feedback (as defined below), and subject to the grant of rights to Sooof herein, as between you and Sooof, any Content that you post on or through the Services belongs to you. “Content” does not include non-identifiable aggregate data compiled by Sooof for purposes of improving, maintaining, and/or optimizing the Services.

   Please note that certain Content that you wish to post may be protected by copyright, even if not marked with the © symbol, and other intellectual property rights. If you are not the creator of the Content you post or otherwise use in connection with the Services, then you must get permission from the creator of that Content or the copyright holder to use the Content. For example, professionally-taken photographs should not be used in or on the Services unless you have received permission from the photographer to do so. Furthermore, if you want to publish Content that includes images of someone other than yourself, you must get permission from the individuals portrayed in that Content before using it in connection with the Services.

   Grant of Rights to Content. Even though, as between you and Sooof, you own all Content you post to the Services, you grant Sooof an irrevocable, nonexclusive, worldwide, royalty-free, fully paid up, sublicenseable and transferable right and license to use, reproduce and display your Content on and through the Services in any media, now known or hereafter existing. Any other use of your Content by Sooof shall require your prior written consent which consent shall not be unreasonably withheld or delayed.

   If you post Content on or through the Services, you represent and warrant to Sooof that:

   1. you understand and agree that, as between you and Sooof, you are responsible for all Content posted to the Services;
   2. you have the right to post that Content and to grant to Sooof all rights granted herein and Sooof’s use (or any other party’s use as permitted herein) of the Content will not violate or infringe the rights of any third party;
   3. the Content is your own original work, or you own or have acquired, all necessary rights to post and disclose the Content;
   4. the Content is true, accurate and complete;
   5. the Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or impersonate another person;
   6. the Content does not victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; and
   7. your disclosure of the Content does not violate a confidential relationship with or any trade secrets of any third party, establish a confidential relationship with Sooof or any of its affiliates or suppliers or obligate Sooof or any of its affiliates or suppliers to treat your Content as secret or confidential.

   Moral Rights. If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that: (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by Sooof or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release the Sooof, and its licensees, successors and assigns, from any claims that you could otherwise assert against Sooof by virtue of any such moral rights.

   No Obligation to Use Content. You acknowledge that: (i) neither Sooof nor any of its suppliers has any obligation, either express or implied, to make any use of your Content. However, if Sooof and/or any of its suppliers do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content; and (ii) Sooof does not have any obligation, but may elect, to monitor the Content that is posted to the Services, for any purpose.

   Your Responsibility for Your Content. Notwithstanding anything to the contrary herein, you are responsible for all Content you create, make available or post to the Services, and neither Sooof nor any of its affiliates or suppliers assumes any responsibility therefor. You may expose yourself to liability if, for example and without limitation, your Content contains material that is: (i) false, intentionally misleading, or defamatory; (ii) violates any third-party right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation. Accordingly, you agree that any and all Content shall comply with these Supplier Terms and any review guidelines that may be posted by Sooof from time to time. In addition, you agree, without limitation, not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following (“Objectionable Content”):

   1. Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
   2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, provincial national or international law, including, without limitation, securities regulations;
   3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
   4. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
   5. Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
   6. Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
   7. Viruses, corrupted data or other harmful, disruptive or destructive files; or
   8. Content that links to content that, in the sole judgment of Sooof: (a) violates the previous subsections herein; (b) is objectionable; (c) which restricts or inhibits any other person from using or enjoying the Site; or (d) which may expose Sooof, its suppliers and each of their affiliates, or its users to any harm or liability of any type.

   Preservation of Content. Sooof may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Supplier Terms; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of Sooof, its users and the public.

   Non-Confidential Nature of Content. You understand that posting your Content on or through the Services is entirely voluntary and may expose your Content to public display in a non-confidential manner. You understand that Sooof and its suppliers may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content.

   Other Users Content. Content posted by another person or company on or through the Services belongs to the person who posts such Content. Except as expressly permitted in these Supplier Terms, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Services as Sooof may make available.

   Social Media Content. In the provision of the Services, certain information may be obtained from the Internet by Sooof based on or related to topics of interest to you, including, but not limited to links, posts and excerpts, and data derived therefrom (“Social Media Content”). You acknowledge and agree that Sooof has no ownership rights in, or control of, Social Media Content. You shall access and use Social Media Content in compliance with applicable laws and the terms of service of the website or source from which the applicable Social Media Content is obtained or derived, as well as any restrictions on use we may impose on the use of Social Media Content. Some Social Media Content may be indecent, offensive, inaccurate or otherwise objectionable or unlawful, and Sooof may, but does not have the obligation to, preview, verify, flag, modify, filter or remove any Social Media Content, nor will Sooof be responsible for any failure to remove, or any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Social Media content. Your use of Social Media Content is at your sole risk and Sooof shall have no responsibility to you or any third party related to any use of any Social Media Content by you or any third party. You also acknowledge and agree that Sooof’s ability to provide the Social Media Content depends on the continuing availability for Sooof to collect, aggregate, provide and distribute the Social Media Content in connection with the Services. If a provider of Social Media Content ceases to make the Social Media Content available on terms acceptable to Sooof, Sooof may cease providing such Social Media Content without liability or penalty to you.

6. INTELLECTUAL PROPERTY

   Ownership of the Services. All right, title, and interest in and to the Site and Services (including, without limitation, all computer code, graphics, user interfaces and audiovisual content used to provide the Services) are and will remain the exclusive property of Sooof and/or, as applicable, its suppliers and licensors, including all intellectual property rights therein, even if Sooof incorporates any of your Feedback (as defined below) into subsequent versions. The Services are protected by copyright, trademark, and other laws of Canada, the United States and other countries. Sooof reserves all rights to the Services that are not expressly granted herein. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, reverse engineer or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. You may not copy or modify the HTML or other code used to generate web pages on the Services.

   License of Services. Subject to the terms hereof, Sooof grants to you (unless terminated earlier pursuant to these Terms of Service), a revocable, non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Services. The Services are licensed hereby, not sold.

   Feedback. All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to Sooof, in any form, will be the sole and exclusive property of Sooof. You hereby irrevocably transfer and assign to Sooof and agree to irrevocably assign and transfer to Sooof all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At Sooof’s request and expense, you will execute documents and take such further acts as Sooof may reasonably request to assist Sooof in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Services or in any Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.

7. CODE OF CONDUCT

   Rejection of Content. Sooof has the right, but not the obligation, to remove or block any Content (including Objectionable Content) from the Services that it determines in its sole discretion to be in violation of these Terms of Service or that is detrimental to the quality or intended spirit of the Services, as determined by Sooof in its sole discretion. Sooof also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content or engages in such behavior.

   Prohibited Activities. In addition to the prohibition on posting, publishing or transmitting any Objectionable Content as set forth in Section 5, above, you agree not to do any of the following while using, or otherwise in connection, with the Services:

   1. access, tamper with, or use non-public areas of the Services, Sooof’s computer systems, or the technical delivery systems of Sooof’s suppliers;
   2. attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures used in connection with the Services;
   3. attempt to access or search the Services or any Content with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Sooof or other generally available third-party web browsers (such as Microsoft Internet Explorer, Google Chrome or Mozilla Firefox), including but not limited to browser automation tools;
   4. send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
   5. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
   6. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
   7. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; or plant malware on Sooof’s computer system, those systems of Sooof’s providers, or otherwise use the Services to attempt to distribute malware;
   8. impersonate or misrepresent your affiliation with any person or entity;
   9. use the Services for any illegal, criminal or tortious activity; or
   10. use the Services to harass, abuse, or harm another person or entity, or attempting to do the same.

8. INTERNATIONAL USE

   Hosting. The Services are hosted in “in the cloud” and, as a result, information (including, potentially, personally-identifiable information) may be transferred between or reside or be hosted in countries other than the country of your domicile. Notwithstanding the foregoing, you acknowledge and agree that, to the fullest extent permitted by applicable law, Sooof's collection, use, storage and sharing of your information and Content is and shall be subject to exclusively the laws of the Province of Ontario and the federal laws of Canada, and not the laws of the jurisdiction in which you are located.

9. COPYRIGHT INFRINGEMENT

   Copyright Infringement Notices. If you believe that any material available on or through the Services violates your copyright, you may send Sooof a copyright infringement notice. Any such notice must be in writing and must include substantially all of the following:

   1. a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed;
   2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Sooof to locate the material. Sooof requests that complete URLs for each instance of the allegedly infringing material be provided;
   4. information reasonably sufficient to permit Sooof to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
   5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   6. a statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

   Copyright Agent. Your written copyright infringement notice must be sent to Sooof's designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
   
   Attention: Copyright Agent
   
   Sooof Inc.
   70 University Avenue
   Suite 1200
   Toronto, ON
   M5J 2M4
   
   By email: inquiries@sooofinc.com

   The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Services. The Copyright Agent will not respond to any other inquiries.

10. CANCELLATION AND TERMINATION

    Termination of Your Account. Sooof, in its sole discretion, may without liability or penalty terminate your password and/or Free Account and/or any paid account, remove your access to the Services and/or discard any Content within the Services for any reason, including without limitation, lack of use, or if Sooof believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, but subject to any survival provisions herein, any contracts, verbal or written or assumed, in conjunction with your account and all its parts, at Sooof's discretion, will be terminated as well. Any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice.

    Termination of an Offer. A Supplier may terminate an Offer at any time by providing notice (the “Termination Notice”) to Sooof of the Supplier's desire to so terminate. In the Termination Notice, the Supplier must indicate the effective date (the “Offer Termination Effective Date”) upon which the Offer is to be terminated. Sooof shall not accept any Conditional Acceptances in respect of such Offer after the Offer Termination Effective Date; however, the Supplier shall be required to honour all Vouchers issued prior to Offer Termination Effective Date.

    Discontinuance of Services. Sooof, in its sole discretion and at any time, may discontinue providing the Services, or any part thereof, with or without notice and without liability or penalty. In such circumstances, Sooof may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the Services. Sooof will not be liable to you or any third party for any termination of your access to the Services.

    Survival. If Sooof terminates your account or removes your access to the Services, all rights and obligations under these Terms of Service shall cease, save for: Sooof Not a Party, Grant of Rights to Content, Your Responsibility for Content, Moral Rights, Ownership of the Services, Feedback, Non-Endorsement & Release, Preservation of Content, Survival, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Waiver and such other provisions hereof of thereof which expressly, or by their nature are intended to, survive termination.

    Deletion of Content. After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the Services may be, but is not required to be, deleted by Sooof. Sooof will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason.

11. NON-ENDORSEMENT AND RELEASE; RELEASE AND INDEMNIFICATION; DISCLAIMER; LIMITATION OF LIABILITY

    Non-Endorsement and Release. You acknowledge and agree that Sooof provide a suite of tools that enable Customers to request and purchase, and Suppliers to offer for sale and sell, products and services pursuant to Offers; as a result, Sooof and its suppliers are not responsible for the accuracy, completeness, appropriateness, legality or applicability of any Content or anything said, depicted, written or done by other users of the Services through the Services, including without limitation, any information that you may obtain by using the Services. Sooof does not endorse anything contained in any Content provided by third parties or any information, opinion, recommendation or advice expressed therein and you understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the integrity, and accuracy of such Content. ACCORDINGLY, AS A CONDITION OF YOUR USE OF THE SERVICES, YOU HEREBY WAIVE, AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE SOOOF AND ITS SUPPLIERS AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES (TOGETHER, THE "RELEASED PARTIES") FROM ANY AND ALL ACTIONS, CAUSES OF ACTIONS, CLAIMS, DAMAGES, LIABILITIES AND DEMANDS, WHETHER ABSOLUTE OR CONTINGENT AND OF ANY NATURE WHATSOEVER, WHICH YOU NOW HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE RELEASED PARTIES OR THEIR RESPECTING SUCCESSORS AND ASSIGNS WITH RESPECT TO: (I) ANY CONTENT PROVIDED BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION IN RESPECT OF HOW THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, USE THE CONTENT; AND (II) THE ACTIONS OR INACTIONS OF OTHER USERS OF THE SERVICES, INCLUDING CUSTOMERS.

    Release and Indemnification. To the fullest extent permitted by law, you release the Released Parties from, and in no event shall the Released Parties be liable to you or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever or arising from your use of the Site, the Services, the Content or otherwise relating to this Supplier Terms and you acknowledge that your sole remedy for any claim, loss, damage, costs or expenses is limited to the provisions set out herein . You will, defend, indemnify and hold Sooof, its parents, subsidiaries and affiliates, and the respective directors, officers and employees of Sooof, its parents, subsidiaries and affiliates (collectively, Sooof, its parents, subsidiaries and affiliates, and the respective directors, officers and employees of Sooof, its parents, subsidiaries and affiliates are the "Sooof Indemnitees" and each is a "Sooof Indemnitee"), harmless, from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred or suffered by any Sooof Indemnitee resulting from or arising out of: (i) your use of the Site, the Services and or the Content, including, without limitation, any third party claim, (ii) a claim that you, or any third party using your Credentials, infringed any intellectual property or other right of any person or organization using the Services, (iii) the violation of these Supplier Terms by you, or any third party using your Credentials; (iv) your negligence or willful misconduct; (v) breach of a Contract; (vi) Sooof’s collection and/or remittance to you of any Applicable Taxes; (vii) your products or services and the use thereof by Customers and/or (viii) any claims brought by third party claim in respect of any of the foregoing subject matter in clauses (i), (ii), (iii), (iv),(v), (vi) and (vii) above . You agree that Sooof may assume the defense and control of any matter for which you are required to indemnify Sooof Indemnitee and you agree to cooperate, at your cost, with Sooof's defense of these claims. You agree not to settle any matter without the prior written consent of Sooof.

    Disclaimers.

    1. THE SITE AND SERVICES ARE PROVIDED "AS IS" WITHOUT ANY CONDITIONS, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF SITE OR THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE OR THROUGH THE SERVICES. USE OF THE SITE, THE SERVICES OR THE CONTENT IS AT YOUR OWN RISK. SOOOF DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE SITE, THE SERVICES OR THE CONTENT. SOOOF DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE SITE, THE SERVICES OR THE CONTENT.TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SOOOF AND ITS AFFILIATES DISCLAIM ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY, COLLATERAL OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT THE SITE, THE SERVICES AND THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT THE SERVICES WILL INCREASE SALES, GOODWILL OR ACHIEVE A SPECIFIC RESULT. FURTHER, SOOOF AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED ON THE SITE OR IN THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
    2. SOOOF DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SOOOF OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE OFFER TERMS.

    Limitation of Liability.

    1. IN NO EVENT WILL SOOOF OR ITS AFFILIATES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AGGRAVATED, PUNITIVE DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF INFORMATION OR DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, WHETHER OR NOT SOOOF OR ANY OF ITS AFFILIATES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SITE, THE SERVICES OR THE CONTENT.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SOOOF’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE THE LESSER OF: (i) ONE HUNDRED DOLLARS ($100.00); OR (ii) SOOOF’S FEES IN CONNECTION WITH ANY OF YOUR OFFERS GENERATED THROUGH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM
    3. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12. GENERAL TERMS

    Third Party Links/API. The Services may include links or application program interfaces (API) to other sites or resources on the Internet that are owned and operated by online merchants and other third parties. Links to such websites or resources do not imply any endorsement by Sooof of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge that the Sooof is not responsible for the availability of, or the content located on or through, any such third-party site or resource. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we encourage you to review the privacy policies of third-party sites.

    No Partnership. Nothing herein, nor the cooperation of you and Sooof nor your use of any Services hereunder will be deemed or construed to create any partnership or joint venture between you and Sooof.

    Assignment. You may not assign this Agreement, or any of your rights or obligations hereunder, or your account, and any assignment by you will be null and void; provided, however, that you may assign your account to a successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets; provided further that, notwithstanding such assignment, you will remain liable for performance of all obligations hereunder. Sooof shall be free to assign this agreement at any time without the requirement of notice to, or consent from, you.

    Entire Agreement. These Supplier Terms (including any additional terms, conditions, documents, policies and agreements incorporated or referred to herein [or to be delivered hereunder]) constitutes the entire agreement between Sooof and you use of the Site and the Services.

    Governing Law/Jurisdiction. Any dispute arising from or related to these Supplier Terms will be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable in the Province of Ontario, without regard to conflict of law principles. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO, IN THE TORONTO JUDICIAL DISTRICT AND CONSENTS THAT THE PARTIES MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT THE ADDRESSES SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND. The Supplier acknowledges and agrees that the venue provided above is the most convenient forum for both parties. The Supplier waives any objection to venue and any objection based on a more convenient forum in any action instituted under these Supplier Terms. For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Supplier Terms in any manner.

    UNLESS OTHERWISE REQUIRED BY LAW, YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT, FACTS OR DISPUTE.

    Should you have a dispute with one or user of the Services, or an outside party, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We encourage users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

    Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PARTIES TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE SUPPLIER TERMS MUST BE INDIVIDUALLY NAMED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE FOR ANY DISPUTE PERTAINING TO THE SERVICES OR THESE SUPPLIER TERMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS, OR ON BASES INVOLVING DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC.

    Waiver. The failure of Sooof to exercise or enforce any right or provision of these Supplier Terms shall not constitute a waiver of such right or provision. If any provision of these Supplier Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Supplier Terms shall otherwise remain in full force and effect and be enforceable.

    Force Majeure. Non–performance (other than timely payment) under this Agreement will be excused, and neither party will bear any resulting liability to the other, to the extent that such performance is rendered impossible or delayed by natural causes or any other cause beyond the reasonable control of the nonperforming party.

Last updated: June 10, 2018.