Terms and Conditions

1. Services

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. Images in a Listing are intended only to indicate a photographic representation of a Premises at the time the photograph was taken and do not represent an endorsement by WareMatch respecting any Licensor or Listing.

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.

2. Authority, Using the Services, Member Verification

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. By using the Platform, you confirm that you are not subject to any such restriction or trade prohibitions.

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.

3. Modification of Services & Terms

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. WareMatch will inform the Member about their right to terminate the Agreement in the notification email. 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.

4. Account Registration; Electronic Communications

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. The Member may not register more than one (1) WareMatch Account unless WareMatch authorizes it to do so. The Member may not assign or otherwise transfer its WareMatch Account to any other party.

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 its believe that its Login Credentials have been or may be used without its permission so that appropriate action can be taken. WareMatch is not responsible for losses or damage caused by Member's failure to safeguard its Login Credentials.

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] or selecting to unsubscribe as may be provided in the applicable correspondence.

5. Listings, Content & Reviews

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"). Licensees may review and respond to such Listings, post job postings or RFQs, and submit Offers directly to Licensors through the Platform. 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. Each Storage Agreement is governed by the terms agreed between the Licensor and Licensee, including any applicable fees, deposits, taxes, and other conditions specified in the Listing or Offer. Members are solely responsible for any modifications made to a Storage Agreement after acceptance. WareMatch assumes no responsibility or liability arising from any Storage Agreement or modification thereof.

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. WareMatch does not verify Ratings or Reviews for accuracy and may, at its discretion, remove any Rating or Review that violates these Terms or applicable law. Members are prohibited from manipulating the Ratings or Reviews system in any manner, including by soliciting or providing false feedback. Ratings and Reviews may appear on a Member's public profile along with relevant performance data, such as average response time, completed Storage Agreements, and other service metrics.

6. Fees and Payments

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. Your continued use of the WareMatch Platform after such publication constitutes your acceptance of the applicable fees.

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. Those fees and payment terms are governed exclusively by the applicable SaaS Terms and Conditions are independent of any marketplace fees.

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. Members are responsible for any applicable processor or bank fees unless otherwise stated.

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.

7. Intellectual Property

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, including Member Content and Listings. 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. WareMatch will not use Member 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 Member's own benefit.

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. Member Data may only be used by WareMatch for legitimate business purposes directly related to the operation, maintenance, and improvement of the Platform, including facilitating RFQs, Offers, Storage Agreements, payments, analytics, and support services. All such processing is carried out in accordance with applicable data protection laws and the WareMatch Privacy Policy.

De-Identified Data. Notwithstanding anything in this Agreement to the contrary, Member agrees that WareMatch may use Member Content to create De-Identified Data. "De-Identified Data" means data and information that is collected or created by Member while providing the Platform and the Services that does not identify any individual, or Member, or any user. De-Identified Data may include data or information collected by WareMatch when Member accesses or uses the Platform and Services, including technical data, performance data, statistical data, and connection 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. This includes using De-Identified Data to conduct research, improve the Platform and 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.

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.

8. Confidentiality

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.

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] and must include the information specified in Section 512 of the U.S. Copyright Act or equivalent local law.

9. Insurance and Indemnities

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. Each Member is solely responsible for determining the sufficiency and scope of its insurance.

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, including injuries occurring in or about a Premises. 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, in each case to the extent caused by such Member or its Users.

10. Prohibited Activities

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, or in a manner that falsely implies WareMatch endorsement, partnership, or affiliation; (iii) copy, store, access, or use information (including personal 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 to use/provide the Premises or services described; (vi) contact another Member for purposes unrelated to a Listing, RFQ, quote, Storage Agreement, or legitimate questions about use of the WareMatch Platform, including recruiting or soliciting Members to third-party services without WareMatch's prior written approval; (vii) circumvent the WareMatch Platform or any fees by entering into or facilitating Storage Agreements off-platform that originated from the Platform; (viii) request, accept, or make payment for any fees of any kind, or other charges outside the payment processor(s) to which WareMatch directs Members; (ix) discriminate, harass, or engage in violent, harmful, abusive, or disruptive conduct toward any person; (x) use, display, mirror, or frame WareMatch's name, trademarks, logos, or proprietary information without express written consent; (xi) dilute, tarnish, or otherwise harm the WareMatch brand, including by registering or using confusingly similar identifiers; (xii) avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by WareMatch or its providers; or (xiii) take any action that damages or could adversely affect the performance or proper functioning of the WareMatch Platform.

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. Members agree to cooperate with WareMatch in good faith and provide information reasonably requested regarding any investigation of use or abuse of the Platform.

Reporting Misconduct. If a Member believes another person it interacts with (online or in person) is acting inappropriately (e.g., offensive, violent, sexually inappropriate behavior; suspected theft; other disturbing conduct), the Member should promptly report to appropriate authorities and then notify WareMatch, including any police station and report number, if available. Such a report does not obligate WareMatch to take action beyond what is required by law.

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

11. Term and Termination; Suspension and Other Measures

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 (including in cases of fraud).

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. Where appropriate for non-material breaches, WareMatch will provide notice and an opportunity to cure.

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.

12. Disclaimers

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. WITHOUT LIMITATION, WAREMATCH DOES NOT WARRANT THAT: (i) INFORMATION AVAILABLE VIA THE PLATFORM IS ERROR-FREE; (ii) FUNCTIONS OR SERVICES (INCLUDING CONTENT UPLOAD/DOWNLOAD) WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED; OR (iv) SERVERS ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.

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.

Checks. If WareMatch elects to conduct identity verification or background checks, WareMatch disclaims all warranties that such checks will identify prior misconduct or prevent future misconduct, to the extent permitted by law.

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.

13. Liability

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 (INCLUDING LOST PROFITS, DATA, GOODWILL; SERVICE INTERRUPTION; COMPUTER DAMAGE; COST OF SUBSTITUTE SERVICES; OR PERSONAL/BODILY INJURY OR EMOTIONAL DISTRESS) ARISING OUT OF OR IN CONNECTION WITH: (I) THESE TERMS; (II) USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES; (III) COMMUNICATIONS OR INTERACTIONS WITH OTHERS ARISING FROM PLATFORM OR SERVICE USE; OR (IV) RFQS, QUOTES, OFFERS, OR STORAGE AGREEMENTS—WHETHER BASED IN WARRANTY, CONTRACT, TORT, PRODUCT LIABILITY, OR ANY OTHER THEORY—EVEN IF ADVISED OF THE POSSIBILITY.

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 (INCLUDING LISTINGS, RFQS, QUOTES, OFFERS, STORAGE AGREEMENTS, OR MEMBER INTERACTIONS) 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. THESE LIMITATIONS ARE FUNDAMENTAL TO THE BARGAIN BETWEEN WAREMATCH AND MEMBERS.

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

14. Indemnification

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.

15. Dispute Resolution and Arbitration

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.

Decision. The award will include essential findings and conclusions. Judgment may be entered in any court of proper jurisdiction. Declaratory or injunctive relief may be awarded only on an individual basis as necessary to provide relief warranted by the claimant's individual claim.

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. If the class-action/class-arbitration waiver is unenforceable for a dispute, arbitration is void for that dispute and it must proceed in court. Severability applies as stated for other representative waivers.

16. General Provisions

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. Links do not constitute endorsement.

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.

No Professional Advice. Any professional information available through the Platform and Services is for informational purposes only and is not advice. No fiduciary or privileged relationship is created.

No Third-Party Beneficiaries. Except as expressly stated, these Terms confer no rights or remedies on any person other than the parties.

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. Exercise of any remedy is without prejudice to other remedies.

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. Member's right to terminate remains unaffected.

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. Delivery is deemed upon transmission for email. WareMatch is not responsible for filtering by Members or their providers.

Member-to-Member Communications. Member communications permitted or required hereunder shall be sent via the methods enabled by the Platform or as the Members otherwise agree.

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 Member's obligation to pay fees, to the extent this is applicable.

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

Headings. Headings are for convenience only and do not affect interpretation.

Construction. Unless the context requires otherwise, singular includes plural and vice versa.

Territory. The Platform is intended for use in Canada or the United States. WareMatch makes no claim the Platform is appropriate outside those countries.

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.