Terms of Service for Subscription Services

1. Services

1.1

Subject to these Terms and the timely payment of all applicable Fees, we hereby grant the entity that you represent ("Customer" or "you" or "your") a limited, revocable, non-exclusive, non-transferable right to access and use our Services in accordance with these Terms.

1.2

The Services enable you to:

• a) Generate a Storefront URL. Input facility information such as location, capacity, pricing, images, certifications and related particulars and obtain a unique subdomain on the WareMatch domain (the "Storefront").
• b) Customize Listings. Configure page layout, upload multimedia content, select color palettes and otherwise brand the Storefront in line with the Customer's identity.
• c) Publish Optimized Content. Create and manage blog posts and similar material.
• d) Receive Requests for Quotation. Permit shippers, manufacturers, consumer brands, or other third parties (collectively, "Brands") to submit requests for quotation ("RFQs") through the Storefront. A Brand may remain anonymous until it expressly consents to disclosure of its identity to the Customer.
• e) Compare and Manage Leads. Access a real-time dashboard displaying inbound RFQs, counteroffers and related correspondence, with filtering, export and analytics tools supporting the Customer's lead-generation workflow.
• f) Utilize Ancillary WareMatch Features. For internal business purposes, use the messaging, document-exchange, task-management and analytic functions generally available on the WareMatch platform, excluding any marketplace matchmaking services provided by WareMatch.

1.3. Marketplace Independence

WareMatch shall (i) under no circumstances disclose Customer Data (as defined in Section 8) to any competing warehouse or third party, and (ii) not solicit, encourage or direct any Brand that submits an RFQ through the Storefront to engage alternative providers listed on WareMatch's marketplace. WareMatch is not a party to, and assumes no liability for, any contract or commercial arrangement that may arise between a Customer and a Brand as a result of the Services.

1.4. No Control or Endorsement

WareMatch does not control and makes no representations or warranties regarding: (a) the identity, legitimacy, financial capacity or business standing of any Brand that submits an RFQ through the Services; (b) the truthfulness, accuracy or completeness of any information, requirements, specifications or data supplied by a Brand in connection with an RFQ; (c) the Brand's authority to enter into contracts or its ability to fulfill payment obligations; (d) the performance, conduct, credit-worthiness or compliance history of any Brand; or (e) whether a Brand will proceed with any transaction after receiving your quotation. The Customer is solely responsible for conducting its own due diligence on Brands before responding to an RFQ, entering into a commercial arrangement, or interacting online or in person. This includes verifying Brand identity, assessing credit risk, and confirming the Brand's capacity to enter into and perform under any resulting contract.

1.5. Customer as Independent Service Provider

You acknowledge and agree that the Services delivered under these Terms are not a marketplace, and any contract for warehouse services made through the Services is directly and only between you and the Brand. You are the service provider of record for all warehouse services arranged through the Services. You are responsible for the creation and operation of your Storefront, your Listing Content, the existence, quality, safety, legality and suitability of all warehouse services you offer, the warehouse services that you may offer through the Services, and all aspects of the transactions between you and your Brand customer(s). This includes, but is not limited to, ensuring the truthfulness, accuracy and completeness of any descriptions, data, specifications, certifications or pricing you publish through the Services, negotiating terms with the Brand in respect of any RFQ received, determining and collecting fees, service level agreements, fulfilling any warehousing or logistics services, customer service obligations, handling of damaged goods, required legal disclosures, regulatory compliance (including but not limited to safety regulations, customs requirements, and industry standards in any jurisdiction where you offer warehouse services), alleged or actual violation of applicable laws, or your breach of these Terms of Service. You are responsible for your Storefront, your Listing Content (including any content you create using WareMatch's SEO/AEO tools), and the warehouse services you offer through the Services. You are solely responsible for your performance and conduct in all transactions facilitated through the Services. For the avoidance of doubt, WareMatch is not the warehouse operator or service provider and has no responsibility for your Storefront, your Listing Content, the warehouse services you may offer through the Services, or any aspect of the transaction between you and your Brand customer(s).

1.6. Independent Contractor Relationship

The relationship between WareMatch and Customer is that of independent contracting parties. Nothing in these Terms creates or is intended to create an employment, agency, joint-venture or partnership relationship. Except for the limited rights expressly granted herein, each party acts solely on its own behalf and for its own benefit and has no authority to bind or obligate the other.

2. Eligibility, Authority & Verification

2.1. Authority and Capacity

The Customer represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement and to carry out the transactions contemplated herein; (c) this Agreement constitutes legal, valid and binding obligations of the Customer, enforceable in accordance with its Terms; and (d) the execution, delivery and performance of this Agreement do not and will not conflict with or violate any other agreement, charter document, court order or law to which the Customer is subject.

2.2. Identity and Sanctions Screening

For transparency, fraud-prevention and regulatory-compliance purposes, and subject to applicable law and the WareMatch Privacy Policy, WareMatch may (i) request government issued identification or other documentation from the Customer or its authorised users; (ii) conduct background or credit checks through third-party service providers; and (iii) screen the Customer, its directors and beneficial owners against sanctions, restricted party or trade control lists issued by governmental or intergovernmental authorities (including, without limitation, OFAC, EU and UN lists). By using the Services, the Customer certifies that it is not subject to any such restriction or prohibition.

2.3. Data Consents

The Customer represents and warrants that, with respect to any personal information supplied to WareMatch in connection with the Services, the Customer has obtained all consents, provided all notices and otherwise complied with all requirements of applicable privacy and data-protection laws.

2.4. Additional Policies

The Customer's use of the Services is also subject to any ancillary policies, standards or guidelines that WareMatch may publish or update from time to time, including without limitation acceptable use policies and technical documentation. In the event of a conflict, those policies shall prevail over these Terms to the extent of the inconsistency.

3. Modification of Services & Terms

3.1. Service Changes

WareMatch may add, enhance, discontinue or otherwise modify features or functionality of the Services from time to time. If a change results in a material reduction of the core functionality used by the Customer, WareMatch will provide at least thirty (30) days' prior written notice by email or via an in-dashboard announcement.

3.2. Changes to Terms

WareMatch may revise these Terms by giving the Customer at least thirty (30) days' prior written notice (email or in-dashboard). If the Customer objects, its sole remedy is to deliver a notice of non-renewal under Section 7.2 Continued use of the Services constitutes acceptance of the revised Terms.

4. Account Registration & Electronic Communications

4.1. Account Registration

To use our Services, you must create an account with us and keep your credentials confidential. You are responsible for all activities under your account.

4.2. Electronic Communications

You consent to receive notices and other communications electronically. You may opt out of marketing emails at any time.

5. Storefront Listings, Content & RFQs

5.1. Listing Content

You may upload warehouse details, pricing, images and blog posts (collectively, "Listing Content"). You are solely responsible for Listing Content and represent that you own or have rights to use all elements thereof.

5.2. Customization & SEO

You may customize your Storefront and use our SEO/AEO tools.

5.3. RFQ Workflow

Brands may submit RFQs through your Storefront. The dashboard will display all offers received, and you may compare RFQs using available tools. An RFQ is not an agreement with WareMatch; any agreement arising from an RFQ is solely between you and the Brand.

6. Subscription Fees, Payments & Taxes

6.1. Fees

In consideration of the Services, the Customer shall pay the subscription, listing or other fees (collectively, "Fees") shown in WareMatch's online checkout flow, or (b) as agreed between the parties in writing. Unless expressly stated otherwise, Fees are fixed for the Initial Term and are due in advance for each billing cycle.

6.2. No Mid-Term Refunds

The Customer remains liable for all Fees through the end of the then-current term; Fees are non-refundable and are not subject to pro-rata reduction if the Customer cancels the Services or reduces its use of the Services.

6.3. Fee Changes

WareMatch may modify its Fees by giving the Customer at least thirty (30) days' prior written notice via email or its dashboard. If the Customer objects to a Fee increase, it may elect not to renew the Services by providing written notice before the Renewal Term begins as per Section 7.2. Continued use of the Services after the Renewal Term commences constitutes acceptance of the revised Fees.

6.4. Late Payments

Overdue amounts accrue interest at 1.5% per month (or the maximum lawful rate, if lower). We may suspend or terminate your access to the Services or any portion thereof for non-payment.

6.5. Taxes

Fees are exclusive of all sales, use, value-added, goods-and-services, withholding or similar taxes, duties and levies (collectively, "Taxes"). Where required by law, WareMatch will add applicable Taxes to its charges, and the Customer will pay such Taxes. Each party is responsible for Taxes based on its own net income.

7. Term, Renewal & Termination

7.1. Initial Term

This Agreement commences on the subscription start date shown at checkout (the "Effective Date") and continues for an initial commitment period of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with this Section 7 or otherwise expressly agreed in writing between the parties at checkout or in an order form.

7.2. Automatic renewal

At the end of the Initial Term and at the end of each Renewal Term thereafter, this Agreement will automatically renew for successive twelve (12) month periods (each, a "Renewal Term") unless either party provides written notice of non-renewal or cancellation at least two (2) days before the current term expires. If no such notice is given, the subscription auto-renews and the Customer remains liable for Fees for the Renewal Term. The Initial Term and successive Renewal Terms are collectively the "Term" of this Agreement.

7.3. Termination for cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure the breach within ten (10) days after receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or becomes the subject of a bankruptcy or similar proceedings.

7.4. Effects of termination or expiry

Upon termination or expiry: (i) WareMatch will cease providing the Services and disable the Customer's access; (ii) all unpaid Fees for the remainder of the then-current term become immediately due and payable, and no refund or credit will be issued; (iii) each party will, within thirty (30) days, return or securely destroy all Confidential Information of the other party that is in its possession or control; and (iv) Sections intended by their nature to survive (including, without limitation, Sections 6, 8, 9, 11, 12, 13 and this Section 7.4) shall remain in full force and effect.

7.5. No circumvention

If the Customer's account is terminated or suspended for cause, the Customer may not register a new account or access the Services through another account without WareMatch's prior written consent.

8. Intellectual Property

8.1. Ownership of the Service

As between the parties, WareMatch and its licensors own and retain all right, title and interest, including all intellectual property and proprietary rights, in and to the Services, the underlying platform, any associated documentation, and any enhancements, modifications, updates or derivatives thereof (collectively, the "WareMatch IP"). No rights are granted to the Customer except as expressly set out in these Terms, and WareMatch reserves all rights not so granted.

8.2. Customer Data

"Customer Data" means any data, content or information (including personal information) that the Customer or its authorised users upload to, store on or transmit through the Services, including Customer Listings. Except for the limited licence granted below, the Customer retains all right, title and interest in and to Customer Data. The Customer hereby grants WareMatch a worldwide, non-exclusive, royalty-free licence to host, use, copy, process, transmit and display Customer Data solely to provide, maintain, secure and improve the Services and to perform its obligations under these Terms. WareMatch will not use Customer Data, or any derivatives thereof, to train or improve any machine-learning or artificial intelligence models for the benefit of third parties; any AI-driven personalisation will be delivered exclusively for the Customer's own benefit.

8.3. De-Identified Data

Notwithstanding anything in this Agreement to the contrary, Customer agrees that WareMatch create De-Identified Data. "De-Identified Data" means data and information that is collected or created by Customer while accessing and using the Services that does not identify any individual, or Customer, any user, or any of Customer's business data. De-Identified Data may include data or information collected by WareMatch when Customer accesses or uses the Services, including technical data, performance data, statistical data, and connection data. As between WareMatch and Customer, WareMatch owns all right, title, and interest, including all intellectual property rights, in and to the De-Identified Data and may use such data for any lawful purpose. This includes using De-Identified Data to conduct research, improve the Services, create or build new products, build and train proprietary algorithms or models, engage in data analytics, and otherwise exploit the data for WareMatch's commercial purposes.

8.4. Feedback

The Customer assigns to WareMatch all right, title and interest in and to any feedback, suggestions or ideas provided regarding the Services ("Feedback"). WareMatch may freely use, disclose and exploit Feedback without restriction or obligation.

9. Confidentiality

9.1. Confidential Information

Each party ("Receiving Party") shall protect all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that a reasonable person should understand to be confidential ("Confidential Information") using the same degree of care it uses to protect its own confidential information, and in any event no less than a reasonable standard of care. Confidential Information excludes information that (a) is or becomes public through no fault of the Receiving Party, (b) was lawfully known to the Receiving Party without restriction before receipt, (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information, or (d) is rightfully received from a third party without breach of any obligation of confidentiality. The Receiving Party may disclose Confidential Information if required by law, subpoena or court order, provided it gives advance notice (to the extent legally permitted) to allow the Disclosing Party to seek protective relief.

9.2. Publicity

WareMatch may use the Customer's name and logo on its website and in sales or investor presentations to identify the Customer as a client, subject to any brand guidelines supplied by the Customer. The Customer may revoke this permission at any time upon written notice.

9.3. No Implied Licence

Except as expressly provided in these Terms, nothing shall be construed to grant either party any licence or other right, by implication, estoppel or otherwise, and any unauthorised use of the WareMatch IP or Customer Data is strictly prohibited.

10. Prohibited Activities

10.1. General Obligations

The Customer shall (a) submit accurate, non-misleading Listing Content; (b) comply with all applicable laws and regulations; and (c) maintain the confidentiality of its account credentials.

10.2. Prohibited Activities

The Customer will not, and will not allow anyone under its control to: (a) reverse engineer, decompile or disassemble the Services or any portion thereof; (b) send spam, phishing messages or other unsolicited communications via the Services; (c) bypass or disable any security or authentication measures; (d) scrape, harvest or misuse data contrary to the Privacy Policy; (e) use WareMatch trademarks or branding without written consent; (f) engage in harassment, discrimination or other unlawful conduct; or (g) solicit Brands to transact outside the Services for the purpose of avoiding Fees.

10.3. Monitoring & Enforcement

WareMatch may monitor usage of the Services to ensure compliance with these Terms, to improve its platform, and to meet legal obligations. WareMatch may remove content, suspend features or terminate accounts if it reasonably believes the Customer has breached these Terms.

11. DISCLAIMER

The Customer chooses to use the WareMatch Services, it does so voluntarily and at its sole risk. TO THE MAXIMUM EXTENT PERMITTED BY LAW THE WAREMATCH SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE OR CREATED THROUGH THE WAREMATCH SERVICE IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY THE WAREMATCH SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Indemnities

12.1. By Customer

The Customer will defend, indemnify and hold harmless WareMatch and its affiliates, directors, officers, employees and agents from any third-party claim, loss or liability (including reasonable legal fees) arising out of or relating to: (a) Customer Data or Listing Content, including any allegation that WareMatch's authorised use infringes a third-party right; (b) the Customer's breach of law or these Terms; (c) the Customer's negligence or wilful misconduct; (d) any claim related to any services delivered by Customer to a Brand; and (e) any claim by third-parties regarding the subject matter of Listing Content.

12.2. By WareMatch

WareMatch will defend the Customer against any third-party claim that the Services, as provided and used in accordance with these Terms, infringes that third party's intellectual-property rights ("IP Claim"), and will indemnify the Customer for any resulting costs and final damages awarded.

12.3. Exclusions

WareMatch's obligations in Section 12.2 do not apply to an IP Claim that arises from: (i) the Customer's use of the Services in violation of these Terms; (ii) unauthorised modifications to the Services; (iii) use of the Services in combination with items not supplied or approved by WareMatch; or (iv) instructions provided by the Customer.

12.4. Remedies

If an IP Claim is made or threatened, WareMatch may, at its expense and option: (a) procure the right for the Customer to continue using the Services; (b) modify the Services so it is non-infringing; or (c) terminate the affected portion of the Services and refund any prepaid Fees for the unused remainder of the term.

12.5. Procedure

The party seeking indemnification must promptly notify the other in writing, give sole control of the defence and settlement to the indemnifying party (except that any settlement requiring admission of liability or payment by the indemnified party requires its prior written consent), and provide reasonable cooperation at the indemnifying party's expense.

12.6. THIS SECTION 12 SETS OUT WAREMATCH'S ENTIRE LIABILITY AND THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY IP CLAIM.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. WAREMATCH'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU TO WAREMATCH IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14. Dispute Resolution & Arbitration

14.1. Governing Law

These Terms are governed by the laws of the Province of Quebec and the federal laws of Canada.

14.2. Two-Step Process

Any dispute, claim or controversy arising out of or relating to these Terms, the Services or any related dealings between the parties (each, a "Dispute") will be resolved through: (a) good-faith negotiations, and, if not resolved within thirty (30) days, then (b) binding individual arbitration as set out below.

14.3. Pre-Arbitration Notice

A party intending to commence arbitration must first give the other written notice of the Dispute and engage in good-faith negotiations for at least thirty (30) days. If no resolution is reached, either party may file for arbitration.

14.4. Agreement to Arbitrate

Disputes will be finally resolved by a single arbitrator under the Arbitration Rules of the ADR Institute of Canada, Inc., seated in Montréal, Québec, and conducted in English (or French at WareMatch's election). The arbitration will be confidential, and judgment on the award may be entered in any court of competent jurisdiction. This clause applies except to the extent that applicable law requires a different forum or procedure for a particular claim.

14.5. Exceptions

Either party may (i) seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information, or (ii) pursue an individual claim in small-claims court if jurisdictional thresholds are met.

14.6. Arbitrator's Authority

The arbitrator may award individual monetary or injunctive relief only to the extent necessary to resolve the claimant's individual claim and must provide a reasoned award setting out essential findings and conclusions.

14.7. Waiver of Jury Trial & Class Actions

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION OR ANY OTHER REPRESENTATIVE PROCEEDING.

14.8. Opt-Out

The Customer may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Opt-out requests are effective only for the Customer that submits them.

15. General Provisions

15.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to all the matters herein and supersedes all prior agreements, proposals, understandings, letters of intent, negotiations and discussions between the parties, whether oral or written. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then such provisions shall be read down so as to not be invalid or enforceable. The remaining provisions of this Agreement shall remain unaffected.

15.2. Notices

Any notices or other communications to WareMatch must be sent by email to the WareMatch General Email at [email protected]. Any notices or other communications permitted or required hereunder to Customer, including those regarding modifications to this Agreement, will be in writing and given by WareMatch in its sole discretion via email or via the dashboard. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. WareMatch is not responsible for any automatic filtering the Customer or its network provider may apply to email notifications WareMatch sends to the email provided in the Customer's account information.

15.3. Assignment and Delegation

This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties, their respective successors and permitted assigns. Customer may not assign all or any part of this Agreement without the prior written consent of WareMatch, which consent will not be unreasonably withheld, except to an affiliate.

15.4. Waiver and Remedies

No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or default. All waivers must be in writing and signed by the party waiving its rights. Certain breaches of this Agreement result in irreparable harm and that monetary damages would be an inadequate remedy for such breach, namely with respect to Confidential Information and WareMatch's intellectual property rights to the Services.

15.5. Force Majeure

Neither party shall be liable for delays in or for failures to perform hereunder due to causes beyond reasonable control, including acts of God, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power, surges or outages, epidemics, flood, earthquakes, riot, or war (each, a "Force Majeure Event"). Each party shall use commercially reasonable efforts to provide the other party with notice of any such events. A Force Majeure Event does not excuse the Customer's obligation to pay Fees.

15.6. No Third-Party Beneficiaries

Except as expressly provided, nothing in these Terms confers any rights on any person or entity other than the parties.

15.7. English

The parties have required that these Terms be drafted in English. Les parties confirment leur volonté que ces modalités soient rédigées en anglais.