Terms and Conditions

Scope. The Services provide an online marketplace that connects Members for the purpose of sourcing and providing warehousing, storage, and logistics solutions.

No Brokerage: WareMatch is not a carrier, freight broker, real-estate broker, or logistics provider. WareMatch does not arrange, control, or take possession of the transportation of goods, and it does not act as an agent for either party in any Storage Agreement. All storage and transportation services are performed by independent third-party providers. WareMatch may negotiate its own platform rates or mark-ups, but such activity does not constitute freight brokerage or real-estate brokerage under applicable law.

Members. Registered users (“Members”) may act as either: (i) Licensors, who publish Listings for available Premises and may respond to RFQs or Offers posted by Licensees; or (ii) Licensees, who post RFQs or job requests describing their storage needs, receive quotes from Licensors, and may submit Offers to enter into Storage Agreements.

RFQs, Quotes, and Bidding. Licensees may create and post detailed RFQs on the WareMatch Platform describing their storage, fulfillment, or logistics requirements. These RFQs are visible to eligible Licensors who may respond by submitting quotes (“bids”) proposing pricing and terms for the requested services. Licensors may only submit a quote in response to an RFQ that has been posted or directed to them via the WareMatch Platform. Unsolicited quotes are not permitted.

Offers and Storage Agreements. After reviewing quotes received in response to an RFQ, a Licensee may submit an Offer to a selected Licensor proposing to enter into a Storage Agreement on defined terms. Licensees can view all active RFQs, quotes, and Offers, compare responses from different Licensors, and analyze pricing and service data provided through the WareMatch dashboard.

WareMatch Connect and Integrations. The WareMatch Platform includes features and integrations designed to streamline the sourcing and fulfillment process, including: (i) WareMatch Connect, which enables Licensees to send RFQs directly to selected Licensors and receive consolidated quotes; (ii) integrations with third-party software, such as e-commerce platforms (e.g., Shopify), allowing Members to synchronize inventory, orders, and fulfillment data; and (iii) automated tools that scrape and analyze public data to recommend suitable Licensors for posted RFQs. These integrations and features are optional and may be updated or modified by WareMatch from time to time.

Marketplace Independence. In their capacity as provider of the Platform and Services, WareMatch does not own, create, sell, provide, control, offer, deliver, or supply any Listings. The Licensor alone is responsible for its Listings. When a Licensor accepts an Offer through the Platform, the Licensee and the Licensor are each agreeing to enter into a separate written agreement (a “Storage Agreement”) directly with each other, to which WareMatch is not a party. WareMatch is not and does not become a party to or other participant in any contractual relationship between Members.

No Control or Endorsement. WareMatch has no control over and does not guarantee, represent or warrant any of: (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or (iii) the performance or conduct of any Member or third party. WareMatch does not endorse any Member or Listing. Members should always exercise due diligence and care when deciding whether to enter into a Storage Agreement with another Member through the Platform, or communicate and interact with other Members, whether online or in person.

Independent Contractor. The relationship between WareMatch and Member 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.

Authority and Capacity. The Member 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 Member, enforceable in accordance with its Terms; (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 Member is subject; and (e) no litigation, arbitration or administrative proceeding is pending or, to the Member's knowledge, threatened that would impair its ability to perform its obligations hereunder.

Verification Conditions. WareMatch may, in its sole discretion, condition the Member's initial or continued access to the Platform, or to specific modules or features, upon the completion of identity, credit or compliance verification, satisfaction of quality or eligibility criteria, or review of the Member's cancellation or dispute history.

Identity and Sanctions Screening. WareMatch does not assume any responsibility for the confirmation of any Member's identity. Notwithstanding the above, for transparency and fraud-prevention purposes, and as permitted by applicable laws and in accordance with our Privacy Policy, WareMatch may, but has no obligation to (i) ask a Member to provide a form of government identification or other information or undertake additional checks to help verify the identity or background of a Member; or (ii) screen the Member against third-party databases or other sources and request reports from service providers, including but not limited to credit agencies. WareMatch may also screen Members against international sanctions or restricted persons lists (including, without limitation, OFAC, EU and UN lists) and other regulatory compliance databases.

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

Additional Policies. The Member's use of the Platform 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.

Service Changes. WareMatch may change the Services at any time. WareMatch may alter, suspend or discontinue the Services in whole or in part, at any time and for any reason, without notice. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

Term Changes. WareMatch reserves the right to modify these Terms at any time in accordance with this provision. If WareMatch makes changes to these Terms that WareMatch, in its sole discretion, considers material, the revised Terms will be emailed to the Member. WareMatch will also provide Member with notice of material modifications by email at least thirty (30) days before the date the revised Terms become effective. If a Member disagrees with the revised Terms, it may terminate this Agreement with immediate effect. If a Member does not terminate this Agreement before the date the revised Terms become effective, its continued access to or use of the Platform will constitute acceptance of the revised Terms.

Account Registration. To use our Platform, you must create an account with us and keep your credentials confidential (“WareMatch Account”). You are responsible for all activities under your account. A Member can register a WareMatch Account by completing the WareMatch Account registration form found on the Platform or otherwise provided by WareMatch. The Member must provide accurate and complete information during the registration process and keep its WareMatch Account information up-to-date at all times by updating its account or immediately notifying WareMatch of any changes.

Login Credentials. Any username, password, or any other piece of information chosen by the Member or provided by the Member as part of our security procedures (“Login Credentials”), must be treated as confidential, and the Member must not disclose it to any other person or entity. The Member is responsible for protecting its Login Credentials from unauthorized use, and the Member is responsible for all activity that occurs on its WareMatch Account (including, without limitation, financial obligations). The Member shall notify WareMatch immediately if it believes that its Login Credentials have been or may be used without its permission so that appropriate action can be taken.

Electronic Communications. You hereby agree: (i) to receive communications, including emails, push notifications, mail and telephone calls, that are related to the Services; (ii) that any communications from WareMatch may also include marketing materials from WareMatch or from third parties; and (iii) that any notices, agreements, disclosures or other communications that WareMatch sends to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by contacting WareMatch at [email protected].

Member Responsibilities and Pricing. Each Member is solely responsible for the accuracy, completeness, and legality of all information, Listings, and other content it makes available on or through the Platform (“Member Content”). Licensors are solely responsible for setting the pricing, fees, and any applicable taxes associated with their Listings (the “Licensor Price”). WareMatch operates solely as a neutral technology platform and does not set, control, adjust, or influence the Licensor Price, RFQ pricing, or any other commercial terms between Members. All pricing, negotiation, and Storage Agreement terms are determined solely between the relevant Members.

Member Warranties and Use of Content. Each Member is solely responsible for any Member Content it makes available through the WareMatch Platform and represents and warrants that: (i) it owns or otherwise has all rights, licenses, consents, and permissions necessary to grant the rights set out in these Terms; and (ii) the Member Content, and its posting or use by WareMatch as permitted herein, will not infringe, misappropriate, or violate any third-party rights or applicable laws.

Removing Member Content. WareMatch may, without prior notice, remove or disable access to any Member Content that WareMatch reasonably determines violates these Terms, applicable law, or is otherwise harmful, misleading, or objectionable.

Formation of Storage Agreements. When a Licensor accepts an Offer from a Licensee through the WareMatch Platform, the Licensor and Licensee acknowledge that they are entering into a separate, direct contractual relationship with each other. WareMatch is not, and does not become, a party to any Storage Agreement or other contractual relationship between Members.

Ratings and Reviews. WareMatch may implement a Ratings and Reviews system to allow Members to provide feedback about their experiences with other Members after completing a Storage Agreement. Ratings and Reviews must be accurate and may not contain any offensive, defamatory, or misleading language. Ratings and Reviews reflect the opinions of individual Members and do not represent the views of WareMatch.

Marketplace Fee. Access to and use of the WareMatch Platform and the Services are subject to a standard transaction fee charged by WareMatch on completed transactions between Members (“Marketplace Fee”). The applicable Marketplace Fee, along with any other fees, pricing schedules, or payment terms, will be listed on the WareMatch website or displayed at checkout prior to completion of a transaction. WareMatch reserves the right, in its sole discretion, to update such fees from time to time, with any changes taking effect immediately upon publication.

SaaS Fees. Access to WareMatch's software-as-a-service solutions (“SaaS Services”) is subject to separate fees as specified in the applicable SaaS Terms and Conditions, order form, or subscription plan between the Member and WareMatch.

Member Commercial Amounts. All commercial amounts agreed between Licensors and Licensees under a Storage Agreement (e.g., Licensor Prices, Setup Fees, Security Deposits, Extra Fees, taxes) are solely between those Members. WareMatch is not a party to any Storage Agreement and does not set or control Member pricing.

Payment Processing. Payments facilitated through the Platform are processed by third-party payment providers. By using these payment services, Members authorize WareMatch and its payment providers to debit or credit their designated payment method to complete transactions and issue receipts.

Taxes. Each Member is responsible for determining and remitting any taxes, duties, or similar governmental assessments arising from its activities and Storage Agreements. WareMatch may, where required by law, calculate, collect, and/or remit certain taxes on behalf of Members and will disclose such handling in the Platform.

Refunds. Payments made in error, including duplicate charges or payments for services not delivered through the Platform may be eligible for a refund upon verification by WareMatch. Refunds do not apply to disputes, dissatisfaction, or issues arising between Members under a Storage Agreement. Verified refunds will be issued using the original payment method within five (5) business days of approval by WareMatch.

Ownership of the Platform. 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 Platform, the Services, any associated documentation, and any enhancements, modifications, updates or derivatives thereof (collectively, the “WareMatch IP”). No rights are granted to the Member except as expressly set out in these Terms, and WareMatch reserves all rights not so granted.

Member Data. “Member Data” means any data, content or information (including personal information) that the Member or its authorised users upload to, store on or transmit through the Platform and Services. Except for the limited licence granted below, the Member retains all right, title and interest in and to Member Data. The Member hereby grants WareMatch a worldwide, non-exclusive, royalty free licence to host, use, copy, process, transmit and display Member Data solely to provide, maintain, secure and improve the Platform & Services and to perform its obligations under these Terms.

Non Disclosure of Member Data. WareMatch respects and protects the privacy of its Members. WareMatch does not share, sell, rent, or otherwise disclose Member Data to other Members or any third parties except as required to facilitate transactions initiated by the Member through the Platform.

De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Member agrees that WareMatch may use Member Content to create De-Identified Data. As between WareMatch and Member, 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.

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

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.

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

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 Member Content is strictly prohibited.

Copyright Complaints. WareMatch respects intellectual property rights and maintains a policy to remove content that infringes copyright. Notices of alleged infringement should be directed to [email protected].

Member Insurance. Each Member is solely responsible for obtaining and maintaining appropriate insurance for its activities, assets, and obligations in connection with the WareMatch Platform and any Storage Agreement, including insurance for its personnel, employees, agents, guests, invitees, contractors or subcontractors (“Users”). Without limiting the foregoing, (a) a Licensor is responsible for insurance relating to its Premises; and (b) a Licensee is responsible for insurance relating to its property, operations, and Users.

Property and Risk. Each Licensee bears the risk of damage, loss, theft, or misappropriation of its property and the acts and omissions of its Users. All property located at a Premises is understood to be under the control of the Licensor, subject to the terms of the applicable Storage Agreement.

Waiver and Indemnity in Favor of WareMatch. The Member waives any right of recovery against WareMatch and its directors, officers, employees, and agents for damage, loss, theft, or misappropriation of property under that Member's control and for liability to or for its Users. The Member agrees to defend, indemnify, and hold harmless WareMatch from and against all claims arising out of (i) that Member's use of the WareMatch Platform or a Premises, (ii) any Storage Agreement to which that Member is a party, or (iii) the failure of a Licensor or Licensee to keep a Premises in good condition and repair.

Member Compliance. The Member is solely responsible for compliance with all applicable laws, rules, and regulations relating to its use of the WareMatch Platform and Services. In connection with the WareMatch Platform, no Member shall (nor assist or enable others to): (i) violate or infringe the rights of others or breach any law, regulation, agreement with third parties, third-party rights, these Terms, or WareMatch policies; (ii) use the WareMatch Platform for purposes not expressly permitted by these Terms; (iii) copy, store, access, or use information about any Member in a way that violates these Terms, the Privacy Policy, or others' privacy rights; (iv) use the WareMatch Platform to distribute unsolicited commercial messages; (v) submit an Offer, RFQ, or accept/enter into a Storage Agreement without a bona fide intent; (vi) circumvent the WareMatch Platform or any fees by entering into or facilitating Storage Agreements off-platform; or (vii) discriminate, harass, or engage in violent, harmful, abusive, or disruptive conduct toward any person.

Monitoring & Cooperation. WareMatch has no obligation to monitor access to or use of the Platform, but may do so for operating, securing, and improving the Platform; ensuring compliance; complying with law or orders; and other purposes described in these Terms.

Reporting Misconduct. If a Member believes another person it interacts with is acting inappropriately, the Member should promptly report to appropriate authorities and then notify WareMatch, including any police station and report number, if available.

Term. These Terms continue until terminated in accordance with this Section 11.

Member Termination. A Member may terminate these Terms at any time by emailing or following the account-closure instructions in the Platform.

Termination by WareMatch (Notice). WareMatch may terminate these Terms for any reason or no reason upon thirty (30) days' notice to a Member's registered email or via notice on the Platform.

Immediate Measures. WareMatch may immediately terminate these Terms or stop providing access to the Platform if: (i) a Member materially breaches these Terms or WareMatch policies; (ii) a Member violates applicable law or third-party rights; or (iii) WareMatch believes in good faith such action is necessary to protect the safety or property of WareMatch, Members, or third parties.

Remedial Measures. If a Member (i) fails to comply with law or a lawful order; (ii) breaches these Terms, policies, or third-party rights; (iii) provides inaccurate, fraudulent, outdated, or incomplete information; (iv) is the subject of substantiated performance or conduct complaints; (v) repeatedly revokes Offers without valid reason; or (vi) poses fraud, safety, or operational risk, WareMatch may: (a) cancel Offers; (b) limit Platform access or features; or (c) temporarily or permanently suspend the Member's account.

No Re-Registration. If a Member's access is limited, its account suspended, or these Terms terminated by WareMatch, the Member may not register a new account or access the Platform through another Member's account.

As-Is Platform. Use of the WareMatch Platform and Services are voluntary and at each Member's sole risk. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No Reliance. Member acknowledges it had the opportunity to seek independent advice and investigate applicable laws, rules, or regulations relevant to any Listing or Storage Agreement and is not relying on any statement of law or fact by WareMatch regarding a Listing or Storage Agreement.

Inherent Risks. Storage Agreements may involve risk. By entering a Storage Agreement, a Member voluntarily assumes those risks, including risks of illness, bodily injury, disability, or death.

Statutory Rights. Disclaimers apply to the maximum extent permitted by law. Statutory warranties, if any, apply only to such extent.

Assumption of Risk. To the maximum extent permitted by law, each Member bears all risk arising from its access to and use of the Platform, Services, its RFQs, quotes, Offers, any Storage Agreement, and its interactions with others, whether in person or online. NEITHER WAREMATCH NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR SERVICES WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.

Cap. IN NO EVENT WILL WAREMATCH'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND A MEMBER'S USE OF THE PLATFORM AND SERVICES EXCEED THE GREATER OF: (A) AMOUNTS THE MEMBER PAID OR OWES FOR STORAGE AGREEMENTS VIA THE PLATFORM IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100), IF NO SUCH PAYMENTS HAVE BEEN MADE.

Local Law. Some jurisdictions do not allow certain exclusions or limitations; in such cases, the limitations apply to the maximum extent permitted by law.

Member Indemnity. The Member agrees to release, defend (at WareMatch's option), indemnify, and hold harmless WareMatch and its affiliates, subsidiaries, officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees) arising out of or related to: (i) the Member's breach of these Terms or WareMatch policies; (ii) the Member's use of the Platform and Services; (iii) the Member's interactions with any person or use/provision of a Premises (including injuries, losses, or damages); (iv) any Storage Agreement; or (v) the Member's violation of laws, regulations, or third-party rights.

Overview. Disputes between a Member and WareMatch will follow a two-step process: (i) informal negotiation; and (ii) confidential arbitration before a single arbitrator under the Arbitration Rules of the ADR Institute of Canada, Inc., seated in Montreal, Canada.

Pre-Arbitration Notice. Before arbitration, the parties shall notify each other of the dispute and attempt in good faith to resolve it. If unresolved, the party initiating arbitration shall notify the other by email before filing.

Agreement to Arbitrate. Member and WareMatch agree that disputes will be resolved by binding individual arbitration. The arbitrator decides issues of arbitrability.

Exceptions. The following may be brought in court: (i) claims relating to actual or threatened IP infringement/misappropriation; (ii) claims for emergency injunctive relief; and (iii) small-claims actions in a court of competent jurisdiction where available.

Jury Trial Waiver. THE PARTIES WAIVE JURY TRIAL AS TO ALL ARBITRABLE DISPUTES.

No Class/Representative Actions. To the fullest extent permitted by law, the parties waive participation in class actions, class-wide arbitration, private attorney general actions, or representative proceedings.

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

Third-Party Services. The Platform may link to third-party services with different terms and privacy practices. Members are responsible for reviewing such terms. WareMatch is not responsible for their availability, accuracy, or content.

Entire Agreement. These Terms (and any incorporated policies) constitute the entire agreement between WareMatch and the Member and supersede prior understandings regarding access to and use of the Services.

Severability. If any provision is held invalid or unenforceable, it will be struck and the remainder will continue in full force.

No Waiver. WareMatch's failure to enforce any right or provision is not a waiver unless in writing.

Assignment. Members may not assign, transfer, or delegate these Terms or rights/obligations without WareMatch's prior written consent. WareMatch may assign, transfer, or delegate these Terms with thirty (30) days' prior notice.

Notices. Member notices to WareMatch must be emailed to [email protected]. WareMatch may provide notices to Members via email or mail to the addresses in the Member's account.

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, fire, strikes, power surges or outages, epidemics, flood, earthquakes, riot, or war.

Survival. Provisions that reasonably should survive termination do survive, including without limitation Sections 5 (as applicable), 8–16.

Language. These Terms are in English and control over translations. If the Member is located in Quebec: Les parties conviennent que cette entente ainsi que tout document accessoire soient rédigés en anglais.