Couch Cushion

Website Platform Service Agreement

This Website Platform Service Agreement (this "Agreement") is a binding contract between you ("Seller", "you", or "your") and Couch Cushion Inc. a Canada corporation with offices located at 985 French Bay Road, Saugeen First Nation, Ontario, CANADA, NOH 2L0 ("Platform", "we", or "us"). This Agreement governs your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE ["I ACCEPT"/[OTHER NAME OF BUTTON]] BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CLICKING ON THE ["I ACCEPT"/[OTHER NAME OF BUTTON]] BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE ["I DECLINE"/ [OTHER NAME]] BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Definitions.
Access and Use.
1. Provision of Access. Subject to terms and conditions of this Agreement, Platform hereby grants Seller a non-exclusive, non-transferable (except in compliance with Section 12(j)) right to access and use the Services during the Term, solely for use by the Seller in accordance with the terms and conditions herein. Platform shall provide to Seller the necessary passwords and network links or connections, if and as required, to allow Seller to access the Services.
2. Use Restrictions. Seller shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Seller shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iii) remove any proprietary notices from the Services; or (iv) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. Reservation of Rights. Platform reserves all rights not expressly granted to Seller in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Seller or any third party any intellectual property rights or other right, title, or interest in or to the Platform IP.
4. Suspension. Notwithstanding anything to the contrary in this Agreement, Platform may temporarily or permanently suspend Seller's access to any portion or all of the Services at its sole discretion. Reasons for suspension include but are not limited to the following: (i) Platform reasonably determines that (A) there is a threat or attack on any of the Platform IP, (B) Seller's use of the Platform IP disrupts or poses a security risk to the Platform IP or to any other Seller or vendor of Platform, (C) Seller is using the Platform IP for fraudulent or illegal activities, (D) subject to applicable Law, Seller has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Platform's provision of the Services to Seller is prohibited by applicable law; (ii) any vendor of Platform has suspended or terminated Platform's access to or use of any third-party services or products required to enable Seller to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Platform shall use commercially reasonable efforts to provide written notice of any Service Suspension to Seller and to provide updates regarding resumption of access to the Services following any Service Suspension. Platform shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Platform will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Seller may incur as a result of a Service Suspension.
5. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Platform may monitor Seller's use of the Services and collect and compile Aggregated Statistics. As between Platform and Seller, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Platform. Seller acknowledges that Platform may compile Aggregated Statistics based on Seller Data input into the Services. Seller agrees that Platform may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Seller or Seller's Confidential Information.
Seller Responsibilities.
1. General. Seller is responsible and liable for all uses of the Services resulting from access provided by Seller, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Seller is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Seller will be deemed a breach of this Agreement by Seller. Seller shall use all reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
2. Domain Name. Seller is the owner of all right, title and interest in the domain name and is the registrant of the domain name with a reputable domain name registrar. Seller is responsible for maintaining the ownership and registration of the domain name throughout the Term of this Agreement and any disruption to the Services caused by interruptions in the domain name ownership or registration are solely the responsibility of the Seller.
3. Seller Logo or Image. Seller is the owner of any logo or image used or uploaded on behalf of the Seller (the “Seller Logo or Image”) to the Platform and represents that it owns the trade-mark, if applicable, for that logo or image. Seller gives Platform an exclusive right to display the Seller Logo or Image on the Platform at the sole discretion of the Platform for the purposes of delivering the Services and any associated marketing or promotion of the Services. Seller shall indemnify the Platform against any claims relating to the Seller Logo or Image.
4. Compliance with Laws. The Seller is responsible for ensuring that any content it generates does not contain any offensive language and complies with all applicable laws. Platform reserves the right to review Sellers content and request revisions or modifications at Platform’s sole discretion.
Service Levels and Support.
1. Service Levels. Subject to the terms and conditions of this Agreement, Platform shall use commercially reasonable efforts to make the Services available without disruption or delay but does not guarantee uninterrupted Services.
2. Support. This Agreement entitles Seller to technical support for the Services, which varies in accordance with the Membership Tier selected by the Seller, as described in Exhibit A. All Membership Tiers are entitled to customer support via email, and only Platinum Members are entitled to one-on-one customer support via telephone.

Membership Tiers, Payment and Free Trials.
1. Membership Tiers. The Services are offered in one (1) combination, described in Exhibit A as Platinum Membership (a “Membership Tier”). The Membership Tier includes access to customizability, products and support, as described in Exhibit A. Seller shall select the Membership Tier and pay the corresponding price for that Membership Tier.
2. Prices and Payment Terms.
  1. All Membership Tier prices posted on this Site are subject to change without notice. The price charged for a Membership Tier will be the price advertised on this Site at the time the subscription is selected. The price charged will be clearly stated in your confirmation email. Price increases will only apply to subscriptions placed after the time of the increase.
  2. Posted prices do not include taxes. All such taxes will be added to your total price and will be itemized in your confirmation email.
  3. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time.
  4. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of a subscription. We accept Visa, Mastercard, American Express for all subscriptions. You represent and warrant that: (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
  5. Seller shall pay Platform on a monthly or an annual basis in accordance with the Membership Tier selected by the Seller, as described in Exhibit A.
  6. Seller earns a sales commission on every sale. The percentage of the commission is tied to the Membership Tier to which the Seller subscribes, as described in Exhibit A.
3. Free Trials. Membership Tiers are available on a fourteen (14) day free trial basis for new Sellers only. If you register on our website for a free trial, we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Membership Tier subscriptions ordered by you for such Service(s). ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. NOTWITHSTANDING SECTION 8 and 9, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. A free trial can only be used once per Seller.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
1. Platform IP. Seller acknowledges that, as between Seller and Platform, Platform owns all right, title, and interest, including all intellectual property rights, in and to the Platform IP and, with respect to Third-Party Products, the applicable third-party owns all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products, and Seller shall not extract, scrape, duplicate or reproduce product images, descriptions or listings relating to Third-Party Products.
2. Seller Data. Platform acknowledges that, as between Platform and Seller, Seller owns all right, title, and interest, including all intellectual property rights, in and to the Seller Data. Seller hereby grants to Platform a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Seller Data and perform all acts with respect to the Seller Data as may be necessary for Platform to provide the Services to Seller, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Seller Data incorporated within the Aggregated Statistics.
3. Seller IP. Seller shall provide Platform with the URL to be used in association with the Services, as well as any name, logo, or other branding materials (the “Seller IP”) to be included in the Services. Seller retains all ownership and intellectual property rights in the Seller IP provided to Platform for use in association with the Services, and hereby grants to Platform a non-exclusive right to use the Seller IP in association with the Services in accordance with this Agreement.
4. Feedback. If Seller or any of its employees or contractors sends or transmits any communications or materials to Platform by mail, email, telephone, or otherwise, suggesting or recommending changes to the Platform IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Platform is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Seller hereby assigns to Platform on Seller's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Platform is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Platform is not required to use any Feedback.
Limited Warranty and Warranty Disclaimer.

THE PLATFORM IP IS PROVIDED "AS IS" AND PLATFORM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PLATFORM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PLATFORM MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SELLER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

Indemnification.
1. Platform Indemnification.
  1. Platform shall indemnify, defend, and hold harmless Seller from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) ("Losses") incurred by Seller resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights/Canadian patents, trade-marks, copyrights, or trade secrets, provided that Seller promptly notifies Platform in writing of the claim, cooperates with Platform, and allows Platform sole authority to control the defense and settlement of such claim.
  2. If such a claim is made or appears possible, Seller agrees to permit Platform, at Platform's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Seller to continue use. If Platform determines that neither alternative is reasonably available, Platform may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Seller.
  3. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Platform or authorized by Platform in writing; (B) modifications to the Services not made by Platform; (C) Seller Data; (D) Seller IP, or (E) Third-Party Products.
2. Seller Indemnification. Seller shall indemnify, hold harmless, and, at Platform's option, defend Platform from and against any Losses resulting from any Third-Party Claim that the Seller Data, or any use of the Seller Data in accordance with this Agreement, infringes or misappropriates such third party's Canadian intellectual property rights and any Third-Party Claims based on Seller's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Platform or authorized by Platform in writing; or (iv) modifications to the Services not made by Platform, provided that Seller may not settle any Third-Party Claim against Platform unless Platform consents to such settlement, and further provided that Platform will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.
3. Sole Remedy. THIS SECTION 9 SETS FORTH SELLER'S SOLE REMEDIES AND PLATFORM'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PLATFORM'S LIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PLATFORM UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Limitations of Liability. IN NO EVENT WILL PLATFORM BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE, OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PLATFORM WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PLATFORM'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PLATFORM UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination.
1. Term. The term of this Agreement begins on the Effective Date and will continue in effect until terminated by either Party in accordance with this Agreement.
2. Termination. In addition to any other express termination right set forth in this Agreement:
3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Seller shall immediately discontinue use of the Platform IP and, without limiting Seller's obligations under Section 5, Seller shall delete, destroy, or return all copies of the Platform IP and certify in writing to the Platform that the Platform IP has been deleted or destroyed. No expiration or termination will affect Platform’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Platform to any refund.
4. Survival. This Section 11(d) and Section 1, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Section 12 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
2. Order of Precedence. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
3. Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the other Party at the addresses set forth in the preamble to this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the fifth (5^th) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.
4. Force Majeure. In no event shall either party be liable to the other, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the party’s reasonable control, including but not limited to acts of God, epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
5. Amendments and Modifications. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.
6. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
7. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8. Governing Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
9. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Service of process, summons, notice, or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
10. Assignment. Seller may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Platform, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer or delegation in violation of this Section will be null and void. No assignment, transfer or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
11. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Seller, Section 3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
12. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

[END OF AGREEMENT]

EXHIBIT A

Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.

DESCRIPTION OF SERVICES:

We provide the Seller with a customizable website platform for online sales of products (your “Store”). Sellers may select products for sale from our Product Categories, which include: Automotive, Breakroom, Computers, Electrical, Facilities Maintenance, Furniture, Ink & Toner, Instruments, Materials Handling, Office Supplies, Packaging & Shipping, Plumbing, Safety Supplies, Technology, Tools, and Welding
Products are automatically shipped from our warehouses to your customers so the Seller does not need to stock any inventory or manage shipping logistics.
The Seller is responsible for securing, registering and maintaining the URL associated with your Store.
The Seller is responsible for ensuring that the Store does not contain any offensive language and to the extent it has been customized by the Seller, it complies with all applicable laws.
Customers purchase products directly from our third-party supplies using your Store. Most orders are shipped on the same or the next business day as long as items are in stock.

MEMBERSHIP TIERS

Services may be purchased in bundles called Membership Tiers, determined solely at the discretion of the Platform. At this time, the Membership Tiers are as follows:

Platinum

Subscription is $21.99 per month or $239.88 per year.
Sales commission is 10% paid 45 days after the month in which the sale was made. Payment will be made by PayPal.
Seller has access to all Product Categories to offer for sale on their Store.
Seller may customize their online store, including the URL, color scheme, layouts and fonts.
Seller has access to ready-to-go templates
Full email customer support is included within 4 hours of request being received.
Full one-on-one telephone customer support is included during business hours EST.