Outgo partnership conditions

TERMS OF PARTNERSHIP AGREEMENT WITH OUTGO

Between: 9632301 Canada Inc. doing business under the name Outgo Network Inc., and whose head office is located at:

410, rue Saint-Nicolas, suite 236
Montreal (Quebec) H2Y 2P5

(hereinafter referred to as “Outgo”)

And: The entity, duly represented (hereinafter referred to as the “Merchant”);

Below is a summary of the terms of the Outgo Partnership Agreement (“Summary”), which are more fully described in the “Details of the Terms of the Outgo Partnership Agreement” section (the “Terms”). Capitalized terms are those defined in the Conditions. In the event of a contradiction between these two sections of the document, the Conditions take precedence over the Summary.

SUMMARY

Discount

Outgo will pass on the amount equivalent to the Merchant's gift card sales less reimbursements made by Outgo and the Commission. This Discount will be made by direct deposit within 5 business days following the sale of the gift cards. The Merchant must configure his Outgo account by adding all the information about his business (including his banking information necessary to pay his Discount by direct deposit) within 21 calendar days following his first sale. If its account is not set up within 21 days, Outgo reserves the right to return any Discount obtained during this period to buyers in the form of a refund, provided that there have been no cancellation of one or more transactions.

Commission

Outgo will take 21.99% commission on total sales.

Duration and renewal

This Agreement will begin as soon as it is signed by the Merchant and will last for one year. If Outgo has not received written notice at least thirty (30) days before the anniversary date of the Agreement, the Agreement will be automatically renewed.

Cancelation

The parties may cancel the Agreement at any time under the terms of this document. Cancellation of the Agreement will be effective within a maximum of 30 business days following receipt of written notice.

Acceptance of the Agreement

The undersigned, representative of the Merchant, acknowledges having received, read and understood these presents. He consents to the conditions of the Partnership Agreement with Outgo and undertakes to respect them.

DETAILS OF THE TERMS OF THE PARTNERSHIP AGREEMENT WITH OUTGO

WHEREAS Réseau Outgo Inc. (“Outgo”) is an online gift sales company through the website www.outgo.ca (the “Website”);

WHEREAS the entity (the “Merchant”) whose information appears in the Summary above wishes to increase the promotion of its products or services and offer them on the Website;

IT IS AGREED THAT THE CONDITIONS APPEARING BELOW WILL GOVERN THE RELATIONSHIP BETWEEN THE PARTIES:

1. PURPOSE OF THIS PARTNERSHIP AGREEMENT

Under the terms of this Agreement, Outgo and the Merchant agree that the Merchant will offer its gift cards in the form of online products (the “Gift Card”, or collectively, the “Gift Cards”) via the Website , Gift cards which can be exchanged for goods or services at the Merchant, all via the Website (“Offer”).

2. GIFT CARDS

2.1 POSTING GIFT CARDS ONLINE

When the Merchant wishes to submit an Offer, he must provide Outgo, via his account, with a detailed description of his Gift Card according to the criteria established by Outgo. The Merchant then authorizes Outgo to place its Gift Cards online under the conditions of this Agreement.

Upon receipt of the Offer, Outgo may publish and promote it on its Website and through all of its communication platforms. This includes, but is not limited to, newsletters, blogs, affiliate partner channels and any other means of communication that Outgo may deem appropriate for the promotion of Merchant Gift Cards.

As soon as an Offer is published on the Website, Outgo may interrupt or stop publication without prior notice to the Merchant, all at its discretion.

Furthermore, Outgo also reserves the right to publish, at its discretion, an Offer on the Website:

• As a featured offer (“Featured Offer”), i.e. an offer benefiting from better visibility, because it appears in the main position on the home page of the city selected by Outgo and is prominently in emails sent to customers subscribing to its communications (“Member”);
  
  Or
  
  
• As a classic offer, i.e. an offer receiving less visibility than a Featured Offer.

By submitting an Offer to Outgo, the Merchant invites users of the Website and Customers to enter into a contract with him. By accepting the Offer, he accepts that the Customer contracts directly with him. Under no circumstances will Outgo be a party to this contract.

2.2 NO RESTRICTIONS

The Merchant undertakes to provide Outgo with one or more Gift Cards without restriction as to the date of use of the product or its period. The Gift Card must be valid at all times and must be applicable to all of the Merchant's products and services.

2.3 SALE OF GIFT CARDS

As soon as the Gift Cards are put online, any Customer can purchase the Gift Cards via the Website.

2.4 DELIVERY OF GIFT CARDS

After each sale, an electronic communication will be sent to the Customer to confirm that the Gift Card purchased will be delivered by Outgo to the Customer by mail or email, depending on the Customer's preference. The Merchant undertakes to accept Gift Cards in electronic and paper versions and this will be applicable both on the merchant's website (if applicable) and in store, on all goods and services offered, without restriction or special terms.

Once a Gift Card has been activated and delivered to the Customer by Outgo, the Merchant will be solely responsible for customer service and delivery of all goods and services obtained via the Gift Card. It will also be responsible for notifying the Customer of its cancellation policies and any relevant information regarding the use of the Gift Card when the Customer makes a purchase or reservation, if applicable.

3. PAYMENTS AND PAYMENT TERMS FOR GIFT CARDS SOLD TO THE MERCHANT

Outgo will remit to the Merchant an amount (“Rebate”) equivalent to the sales of its Gift Cards on the Website within 5 business days following the transaction, less Outgo’s commission (“Commission”), less the transaction fees , transportation and file management, if applicable (the “Fees”).

The Commission will correspond to 21.99% of the total sales of Merchant Gift Cards made via the Website. Taxes are applicable on the Commission.

4. IMPOSSIBILITY OF EXECUTION

If the Merchant is unable or refuses to perform its obligations following the sale of the Gift Cards, the Merchant undertakes to indemnify Outgo for any damage it may suffer and to declare Outgo's Customers who hold the Cards -unused gifts as a creditor, in the event of an insolvency situation.

5. DURATION OF THE AGREEMENT

This Agreement will begin as soon as it is signed by the Merchant and will last for one (1) year. If Outgo has not received written notice at least 30 days before the anniversary date of the Agreement, the Agreement will be automatically renewed.

Outgo reserves the right, without notice, to assign or transfer the rights and obligations relating to this Agreement to a third party. Where applicable, the Agreement subsists between the parties under the same conditions.

6. CANCELLATION OF THE AGREEMENT

This Agreement may be canceled by the parties by sending written notice to the other party at least thirty (30) days in advance.

The Merchant who wishes to terminate his Agreement with Outgo irrevocably undertakes to honor the Gift Cards sold before the termination of this Agreement takes effect.

If an Offer is being published or Gift Cards have already been sold, Outgo reserves the right to withhold any Rebate payment for any Offer from the Merchant that remains unpaid, for ninety (90) days from the date of the last scheduled Rebate payment, to allow the damage suffered by Outgo to be assessed. The Merchant agrees that the Discount will be reduced by an amount equivalent to the damages suffered by Outgo in such an event.

If, during the Agreement, the Merchant completely and suddenly ceases to fulfill its obligations and disappears without valid reason for a period of thirty (30) days without first notifying Outgo of the cancellation of the Agreement in compliance with these conditions, Outgo reserves the right to claim from the Merchant a penalty in the amount of at least $5,000 in order to compensate for the damage and losses suffered. Said penalty may be claimed from the thirty-first (31st ) day following the last contact between the parties.

Outgo is in no way bound by the said amount and reserves the right to claim greater compensation in the event that the damage suffered is greater. In such circumstances, Outgo also reserves the right to cause the immediate termination of the contract, all without the need for the latter to send the Merchant any written notice.

Cancellation of the Agreement allows Outgo to request from the Merchant the return of any gift, bonus, code or promotion granted to it at the time of activation of its account.

7. REPRESENTATIONS AND WARRANTIES

In addition to what is mentioned elsewhere in these conditions, the Merchant declares and guarantees that:

• It is a duly registered company and has the necessary permits to carry out its activities;
• He and his representative have full powers and authority to sign and execute this Agreement;
• It is duly registered with the relevant authorities in relation to sales and services taxes in all Canadian provinces where the Customer can use the purchased Gift Card;
• He is solely responsible for collecting and remitting to the tax authorities all sales and services taxes collected on goods and services sold in connection with this Agreement;
• It will accept and honor unused Gift Cards, up to the amount paid by the Customer, in exchange for the goods or services it offers;
• It will comply with the terms and conditions of the Gift Cards as described on the Website, on the Gift Card (if applicable) and in these conditions;
• It will respect and comply with all provincial or federal laws applicable in the territory where the Gift Card is promoted and sold, including in particular all laws relating to consumer protection with respect to the offer and sale of gift cards. , coupons or gift vouchers;
• Except as expressly set out in this Agreement, it will not make any representation or guarantee, explicit or implicit, relating in particular to the commercial value of the Agreement, the visibility of the trademark, goodwill in the establishment or establishments of the Merchant linked to the Agreement, the use of the intellectual property or the total estimated or anticipated revenues or profits;
• It will indemnify Outgo against any damage, loss, claim, penalty, fee, cost and expense (including interest, judicial and extrajudicial costs as well as fees and expenses of lawyers, accountants and other experts and professionals) that it it could suffer due to the falsity or inaccuracy of the representations, warranties and commitments of the Merchant hereunder.

8. CONFIDENTIALITY

The Merchant acknowledges the confidential nature of this Agreement and undertakes to preserve this confidential nature at all times. It will not disclose the content of the Agreement to third parties, including its employees, unless such disclosure proves necessary for the completion of the Agreement. When disclosure to a third party proves necessary, the Merchant undertakes to take all appropriate measures to protect the confidentiality of the Agreement and to limit access to it.

The Merchant acknowledges that the terms of this Agreement are not known to the public and that, consequently, non-compliance with this clause will cause significant harm to Outgo, which may then take all means or remedies at its disposal to obtain compensation for said damage.

8.1 COLLECTION OF PERSONAL INFORMATION

Personal information collected by Outgo is processed in accordance with the Act respecting the protection of personal information in the private sector (P-39.1). This law establishes the principles to be respected during the collection, use, communication with or without the consent of the persons concerned, the conservation and destruction of personal information, while implementing appropriate security measures. depending on the nature and quantity of the information collected and processed.

By using the Outgo Website, the Merchant understands and accepts the manner in which personal information is processed in accordance with the privacy policy . Outgo respects the Merchant's privacy and their right to control their personal information.

In all cases, the Merchant's personal information is collected by Outgo solely for the purposes of using its Website and its commercial activities.

8.2 USE OF COOKIES

The use of cookies allows the Outgo Website to remember certain information about the Merchant. This information makes it possible to analyze your preferences and optimize your navigation. As a Merchant, you can modify the settings and use of cookies directly on your browser. It is also possible for you to delete cookies and browsing data from your computer.

9. SALE OF THE MERCHANT’S BUSINESS

In the event that the Merchant sells the assets of its business to a third party or that a change of management of the Merchant (“Sale of Business”) takes place during the period of validity of this Agreement, the Merchant undertakes to:

This policy does not apply when products are sold and delivered directly by the Merchant to Customers.

Refund policy conditions:

In the event that the Merchant terminates its activities, goes bankrupt, permanently closes the establishment or establishments offering the services and products linked to the Gift Card, permanently interrupts its services, refuses to honor the Gift Cards purchased and valid for the amount paid by the Customer, Outgo may, at its discretion, choose to compensate Customers who were unable to use their Gift Cards.

The Discount associated with sales of Merchant Gift Cards will be reduced by the amount of refunds or compensation made to Customers. If no Discount was due to the Merchant, Outgo would send the Merchant an invoice for the amount corresponding to these reimbursements or compensation.

The Merchant understands that he will not be reimbursed pro rata in the event of premature cancellation of the Agreement. The credit card on file with the Merchant may be charged to offset any amount that may be owed to Outgo by the Merchant.

11. RESPONSIBILITY OF THE MERCHANT

The Merchant undertakes to honor the Gift Cards in accordance with the terms of this Agreement and to perform its obligations within the deadlines mentioned therein, in a courteous and professional manner. The Merchant is responsible for customer service and delivery of all goods and services obtained via the Gift Card. Failing to assume this responsibility, Outgo will compensate the injured Customers and will require the Merchant to reimburse this sum or any damage suffered by Outgo, all in accordance with these conditions.

Furthermore, each of the Merchant's directors or shareholders undertakes to jointly and severally guarantee any amount owed to Outgo, whether due to the Merchant's bankruptcy or for any other reason stipulated in this Agreement.

Merchant agrees to defend, indemnify and hold harmless, to the fullest extent permitted by law, Outgo and its related companies, and each of their respective directors, officers, employees, agents and representatives, from any and all claims , liability, loss, damage, expense and cost arising from its use of the Website or any violation on its part of these conditions.

All parties agree that they will carry out their activities in accordance with all requirements of the law, including in accordance with the law of the province of Quebec, Canada.

In no event will Outgo be liable to Merchant or any third party for any direct, indirect, consequential, exemplary, incidental, special or punitive damages, including all liquidated damages, penalties, lost profits, loss of business and all damages resulting directly or indirectly from the use of the Website and its services, even if Outgo has not been previously informed of the possibility of such damages. Merchant hereby waives any and all claims and causes of action against Outgo with respect thereto.

12. OTHER PROVISIONS

12.1 INTELLECTUAL PROPERTY

The Merchant authorizes Outgo to use the acronyms, drawings, symbols, pictograms, slogans, signs, graphic images, company names and trademarks of which it is the owner in order to promote and sell its Gift Cards during the term of the Agreement and an Offer, whether on its Website, by email, in its social media, on its referencing sites or via any other media.

12.2 ABSENCE OF JOINT ENTERPRISE

This Agreement is not intended to create a joint enterprise between the parties. Neither party has the authority, without the prior written consent of the other party, to bind or commit it in any manner whatsoever.

12.3 DOMICILE AND REMEDIES

The parties agree that before undertaking legal proceedings for any dispute arising from this Agreement, they will attempt to resolve the dispute amicably, using reasonable means at their disposal, and will send the other party a notice written notice of at least five (5) days announcing their intention to take legal action, except for any injunctive measure.

The Agreement shall be interpreted and executed in accordance with the laws applicable in the province of Quebec, Canada, without regard to principles relating to conflicts of law.

The parties agree, for any extra-contractual or contractual claim or legal action for any reason relating to the Agreement or their relationship, to submit to the jurisdiction of the courts of the judicial district of Quebec, to the exclusion of any other judicial district. which may have jurisdiction over such a dispute according to the requirements of the law, and waive any well-founded objection in this regard.

12.4 NOTICES

The parties agree that sending an email constitutes an authorized method of communication under this Agreement for the sending of notices or any acceptance or modification of the terms of the Agreement.

12.5 MODIFICATION OF THE AGREEMENT

Any modification of the Agreement will be made by mutual agreement between the parties, in a writing signed by both parties.

12.6 FRENCH LANGUAGE

At the express request of the parties, this agreement and any related document have been drawn up in French.

12.7 PROHIBITION OF ACCESS

Outgo reserves the right, in its sole discretion, to prohibit the Merchant from accessing all or part of the Website, with or without notice.

12.8 ELECTRONIC CONSENT

The parties consent to this Agreement being signed electronically and through an acceptance box, all of which consequently binds the parties to the conditions of said Agreement.