OWS (Outgo Web Services)
400-3 Place Ville-Marie
Montreal QC H3B 2E3
Between: OWS (Outgo Web Services), 400-3 Place Ville-Marie Montréal (Québec) H3B2E3 Canada, duly represented (hereinafter referred to as “
And: The partner, duly represented (hereinafter referred to as the “Merchant” and/or the “Customer”);
By adding your credit card to the Outgo online billing system, checking that you accept the terms and clicking the button to authorize to be billed for the services, you consent to this service offering.
Outgo - Annual subscription
$360.00 per year + 5.99% transaction fees
2.1. OWS Services
During the Subscription Term, OWS will provide hosting, software and e-commerce services to Merchant, based on the plan pricing selected in Section 1 hereof (“Commerce Fees”):
2.2 Services provided
In addition to the basic hosting, software and e-commerce services of OWS, the services provided to the client include the following functionalities for their business:
a) Addition of experiences and display on the website www.outgo.com;
b) Integration of your experiences assisted by our experts;
c) Optimization of the online sales process by our experts (abandoned carts, etc.)
d) Access to the partner management portal;
e) Dedicated account manager.
OWS will have the right, from time to time, during the Term to make updates to the Services, including by modifying or removing one or more of the features listed above. Such updates will be of general application to OWS customers. If OWS removes or makes a material change to the features listed above, OWS will notify Customer. This notice may be sent by email or by notifying it on the administration console of the store(s).
3.1. Use of the service
(a) The Customer is solely responsible for all terms and conditions of the transaction carried out on or in the store(s), including, without limitation, terms with respect to payment, representations, warranties , shipping, handling, transportation, storage, insurance, duties, applicable taxes, title and licenses, all of which must comply with applicable law.
3.3. The taxes
The client designates OWS as agent so that it collects, declares and remits to Revenu Québec the GST/HST or QST relating to supplies (other than those made by an auction) made by the agent on behalf of the principal via the website www.outgo.com or any other OWS subsidiaries on behalf of the customer. The client chooses to substitute form FP-2506 for this clause, giving him all the powers in the same way as if such a form had been completed between the parties. For the purposes of applying this agreement, the period of validity of this clause begins on the date of acceptance of this agreement and will remain valid at all times unless the choice is revoked by one or other of the parties, in writing.
a) Monthly Fees In exchange for the rights granted under this Agreement, Customer shall pay the Platform Fees for each Billing Month during the Term and, subject to Section 3.5 (c) below, any Renewal term. “Platform Fees” Subject to the Platform Fees (defined below), “Platform Fees” means the amount indicated in the Selected Plan in Section I hereof.
b) Transaction fees. Customer must pay transaction fees (Visa/MC/Amex). “Transaction Fee” means an amount from 4.99% to 5.99%, depending on the plan selected in Section I hereof. These fees are charged for the administration of sales of the online store operated by the customer on the website www.outgo.com. Transaction fees are calculated on each eligible transaction that will be processed during the reference period.
c) Billing dates. Fees for each billing month are due and payable on the first day of the next billing month (“Billing Date”) or on the date you accept this Services Agreement. All payment notifications will be sent directly to the Customer via email and invoices will appear on the main brand admin console, under “Accounts”.
d) Method and time of payment. (i) Authorized credit card. In order to access and use the Services, Customer must keep a valid credit card on file with OWS (“Authorized Card”). OWS will bill the Authorized Card for one-time fees applicable to Customer's online store, including, without limitation, one-time fees for additional services purchased by Customer, and OWS will bill the applicable fees to the Authorized Card in accordance with the section 3.5 (e)(ii) below. The payment method may be modified by mutual agreement of the parties.
e) Timing of payment. OWS is entitled to charge the Fee to the Authorized Card on each billing date for the duration of the Term.
f) Applicable currency. Unless the parties agree otherwise, all fees and other charges will be calculated in Canadian dollars, and all payments will be repeated to be in Canadian dollars.
g) Taxes. Customer shall, in addition to other amounts payable under this Agreement, pay all customs duties, taxes, sales, use, value added or other taxes, whether federal, state, provincial or otherwise, however designated. , which are levied or imposed by reason of: the transactions contemplated by this Agreement, excluding only taxes based on the net income of OWS. Customer agrees to indemnify, defend and hold harmless OWS, its officers, directors, consultants, employees, successors, and holds harmless from any claim or liability arising from Customer's failure to report or pay such taxes, fees or contributions.
h) Disputed invoices. It is the customer's responsibility to verify the accuracy of all invoices. If Customer does not dispute the charges within 30 days of the applicable billing date or invoice date, Customer subsequently agrees that the charged fees and other applicable charges will be valid, as well as a waiver of any claim the Customer may have regarding such fees or charges.
i) Unpaid Fees. If OWS cannot process payment of Fees using the Authorized Card, OWS will notify Customer. If after such notification to Customer, OWS is still unable to process payment of fees by the authorized card, OWS may suspend Services and revoke Customer's store and access to the Store Administration Console. Access will be reactivated following payment of overdue amounts. During any period of suspension, Customer will not be able to access the Store(s) admin console, and the Online Store(s) will not be accessible to Users. If unpaid Fees remain unpaid for 30 days from the date of suspension, OWS reserves the right to terminate this Agreement. All unpaid fees (including amounts disputed by Customer reasonably and in good faith) will accrue interest at the rate of 1.5% per month, or the highest rate permitted by applicable law. Customer shall pay all reasonable expenses (including attorney's fees and court costs) incurred by OWS in collecting unpaid fees, excluding amounts disputed by Customer in a reasonable and good faith manner.
Unless terminated earlier in accordance with the terms and conditions of this Agreement, this Agreement will commence on the Effective Date and remain in effect for a period of 12 months from the Effective Date, or upon acceptance of this Agreement (the “Initial Term”). Upon expiry of the initial term, the Contract is automatically renewed for terms of 12 months (each a “Renewal Term”), unless one party notifies the other of its intention not to renew his mandate at least 30 days before the deadline expires. Initial term or current renewal term. Either party may terminate the Agreement at any time during the Renewal Term by providing the other party with at least 90 days' written notice. The Initial Term and the Renewal Term are collectively referred to as the “Term”.
In addition to OWS's right to terminate the Services in accordance with the OWS Terms of Service, and the termination rights set forth elsewhere in this Agreement, either party may terminate this Agreement upon written notice if the other party: (i) assigns or attempts to assign this Agreement to a third party in violation of this Agreement; (ii) fails to cure a material breach of its obligations under this Agreement within 30 days after receipt of written notice from the notifying party of the material breach; (iii) ceases to operate his business; or (iv) initiates bankruptcy, reorganization or insolvency proceedings, or is the subject of such proceedings, makes an assignment for the benefit of creditors or consents to the appointment of a trustee. Unless required by law, under no circumstances will OWS be obligated to provide refunds. All fees are non-refundable, even if your subscription ends before it expires. You authorize OWS to charge the full subscription fee for the period agreed upon at the time of purchase. If OWS determines that you are entitled to receive a refund for some or all of the amounts you paid, such refund may be made to the payment method you originally used to make your purchase.
4.3. Effect of termination
Upon expiration of the Agreement or termination of the Agreement by either party for any reason;
(a) OWS will cease providing Customer with the Services and Customer will no longer have access to the Store(s) admin console;
(b) Customer's online stores will be taken offline (removal of all www.outgo.com website experiences);
(d) any unpaid balance of fees or other charges owed by Customer to OWS through the effective date of termination will be immediately due and payable;
(d) OWS will reserve the right to refund, or issue a credit note to all customers who have not used their passports with the Customer, the latter will not be entitled to any payment or reimbursement, nor any form compensation or damages in connection with such sales and will be liable for any costs, damages, interest or losses incurred by OWS in connection with the termination of the relationship;
(e) if (i) OWS terminates the Agreement in accordance with Section 3.5 (i) or Section 4.2 during the Initial Term; or (ii) if Customer terminates the Agreement for any reason other than as provided in Section 4.2 during the Initial Term, then, as OWS's damages, and not as a penalty, OWS will be entitled to charge to Customer: (A) the minimum remaining Platform Fees for the Initial Term, and (B) the Platform Fees that would otherwise have been paid by Customer during the Promotional Period;
(f) each party will immediately cease all use of the other party's Confidential Information; And
(g) if the Customer decides to honor the experiences after termination of the Contract, a commission on sales (7.00%) will be charged, in addition to the credit card and administration rate (4.99%) provided for in the Section 2.2 i).
5.1. Client Intellectual Property
The customer retains ownership of all materials. Customer shall be solely responsible for the accuracy, adequacy, quality, integrity, legality, reliability and suitability of all materials posted in the Store(s). ) or otherwise generated, downloaded, stored, displayed, displayed, distributed, transmitted or transmitted. For any Material that Customer generates, uploads, stores, displays, distributes, transmits or exhibits in connection with the Services, Customer grants OWS a worldwide, non-exclusive, royalty-free, royalty-free, non-transferable right of review. license to use, reproduce, modify, adapt, translate, publish, duplicate, create derivative works from, store, transmit, distribute, perform and publicly display all or part of this material, in any form, on any media or technology whatsoever, whether known or not, in any manner whatsoever, solely for the purpose of providing the Services and for no other purpose unless the Customer gives prior consent. Customer represents and warrants that it has all rights, powers and authorities necessary to grant the above license.
5.2. OWS Intellectual Property
Customer acknowledges and agrees that: (i) the Services, including, without limitation, software, documentation, applications, websites, tools and related products, and any modifications, enhancements and updates thereof that all intellectual property rights therein (collectively referred to as “OWSIP”) are the exclusive property of OWS/or our third party suppliers; (ii) OWS Intellectual Property contains copyrighted material and is protected by Canadian and international copyright and other intellectual property laws; (iii) OWS grants to Customer, subject to compliance with the Agreement, a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use OWSIP solely for the purposes of use of the Services in accordance with the agreement; and (iv) Customer has no rights in the OWS IP, other than the rights and licenses granted herein.
5.3. Names and trademarks
The trade names, trademarks, service marks, trade dress and logos (collectively the “Marks”) of each party, its parent company or its subsidiaries, are the exclusive property of such party and, except as otherwise provided in the Agreement, use these marks or any abbreviation or adaptation thereof for any purpose without the prior written consent of the party owning them. Notwithstanding the foregoing or Section 5.1, Customer grants OWS a non-exclusive right and license to use Customer's Marks to promote the Services, which includes the right to publicly certify Customer as a customer of OWS. Each party acknowledges that any use of the other party's Marks is for the benefit of and on behalf of the party owning them.
6.1. Customer compensation
6.2. Limitation of liability
To the extent permitted by applicable law, in no event will OWS be liable for any lost profits or for any incidental, punitive, indirect, special or incidental damages, business interruption, loss of data, lost savings or other losses. similar monetary damages, whether or not caused by its fault, and under any theory of liability (including negligence), whether or not such damages are alleged in tort, contract or any other theory. The Customer has been advised of the possibility of such damage. In no event shall OWS's aggregate liability for damages arising out of or relating to this Agreement exceed the Platform Fees paid by Customer during the twelve (12) months prior to the date of the Claim Period . The customer accepts this limitation and this article as a whole.
7.1. Confidential information
For the purposes of this Agreement, “Confidential Information” includes any information, technical data or know-how relating to either party, including, without limitation, information relating to research, products, services, customers, markets, commercial policies or others. Practices, unpublished software, developments, inventions, processes, designs, drawings, engineering, marketing, reporting and auditing, business plans or finances, and the relationships between the parties as set out in this Agreement. Customer acknowledges that Confidential Information may contain material, non-public information about OWS. Confidential Information also includes any materials or information provided by either party to the other that are identified as confidential or proprietary by the disclosing party, or that the receiving party should reasonably understand to be confidential and proprietary. Confidential Information does not include information that: (i) was in the public domain at the time the receiving party received it; (ii) enters the public domain after the receiving party receives it through no fault of the receiving party; (iii) the receiving party received from a third party without breaching the confidentiality obligations of the receiving party or the third party; (iv) is independently developed by the receiving party without use or reference to the Confidential Information; or (v) the receiving party is legally required to disclose. For the avoidance of doubt, the terms and conditions of the OWS Agreement will be considered confidential information of both parties.
7.2. Confidentiality Obligations
Neither party shall use the other party's confidential information except as necessary to exercise its rights or carry out its obligations under this Agreement or as expressly authorized in writing by the other party. Each party must use the same degree of care to protect the other party's confidential information as it does to protect its own confidential information of a similar nature (and in any case no less than the required degree of care). Neither party shall disclose the other party's confidential information to persons or entities other than its officers, directors, employees, service partners, clients, consultants and legal advisors who need access to such confidential information to carry out the subject of the Contract and who: are subject to confidentiality obligations at least as restrictive as those in this section 8.
7.3. Other exceptions
Notwithstanding the foregoing provisions of this Section 8, the parties may disclose the terms and conditions of this Agreement: (i) as required by law or the rules of any securities exchange or over-the-counter trading system provided that measures reasonable are used to preserve the confidentiality of the agreement; (ii) in confidence to a lawyer; (iii) in connection with the requirements of a public offering or securities filing, provided that reasonable steps are taken to obtain confidential treatment of the proposed disclosure, to the extent that such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to maintain the confidentiality of Confidential Information; (v) on a confidential basis, to auditors, accountants and their advisors, who are subject to confidentiality obligations at least as restrictive as those set out in this Section 8; and (vi) on a confidential basis, in connection with a change of control or a possible change of control of a party or an affiliate of a party, if reasonable measures are used to preserve the confidentiality of the Agreement. For any legally required disclosure or disclosure pursuant to a court, regulatory agency or securities filing, the parties shall cooperate reasonably to limit the disclosure of confidential information, including the terms and conditions of this Agreement. For greater certainty, nothing in this Section 8 will reduce the receiving party's obligations under this Agreement to comply with applicable privacy and personal data protection laws.
7.4 Personal information
Customer may not assign this Agreement without the prior written consent of OWS, which consent may not be unreasonably withheld. OWS may assign this Agreement at any time.
8.2. Applicable law; Jurisdiction; Action limit
This contract is governed by the laws in force in the province of Quebec and the laws of Canada which apply there, and must be interpreted in accordance with this legislation, without taking into account the principles of conflicts of laws. All disputes arising from this agreement will be subject to the exclusive jurisdiction of the courts of Quebec, and each party irrevocably and unconditionally consents to the personal jurisdiction of such courts. To the extent permitted by applicable law, all claims related to this agreement must be brought within two years after the cause of action arose.
8.3. Legal compliance
Each party undertakes to comply fully with all applicable laws in the execution of the agreement.
If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, it shall be construed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law and otherwise. The provisions of this Agreement shall remain in full force and effect.
8.5. Force Majeure
Except with respect to obligations to pay fees due under this Agreement, neither party will be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including, without limitation, acts of God, weather, earthquakes, war, terrorism, communications failures, strikes (other than strikes at that party's facilities or involving its employees ). If the force of either party is prevented by force majeure for more than 30 calendar days, the other party may terminate this contract without obligation or liability, subject to any payment. The amounts due will then be payable on the effective date of termination.
8.6. No exclusivity
OWS reserves the right to provide services to Customer's competitors and makes no promise of exclusivity in any particular market segment.
8.7. Legal notice
All legal notices or demands addressed to or against any party must be in writing and sent to such party by mail, courier or certified mail or by electronic mail to the following addresses: 400-3 Place Ville-Marie Montréal QC H3B 2E3 , for the attention of the Advocate General. For Customer: Notice to Customer must be provided using the Customer Information above. Unless otherwise specified in this Agreement, all notices, authorizations and approvals must be in writing and will be deemed to have been given: (i) by personal delivery or courier; (ii) the fifth business day after posting; or (iii) the first business day after emailing.
8.8. Amendment and waiver
This Agreement may not be modified, or rights arising herefrom waived, by a written document signed by both parties. The failure of either party to exercise or enforce any provision of the Agreement shall not constitute a waiver of that right or any such provision nor impair any rights of that party.
IN WITNESS WHEREOF, the parties have agreed to this Agreement through their authorized representative on the date set forth at the beginning of this document, each party intending that the Agreement shall enter into force on the effective date.