ELECTRONIC COMMERCE, ONLINE SERVICES, OFFLINE SERVICES AND SUPPORT

  1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services offered by Purposs Inc which is (the “Disclosing Party”) and its owned properties, websites and web applications.  As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

  2. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth by Purposs Inc owned properties, websites and web applications.

  1. RESTRICTIONS AND RESPONSIBILITIES

  1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.  With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

  2. Further, Customer may not remove or export from Canada, the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the Canadian Code of Practice for Consumer Protection in Electronic Commerce, the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other Canadian/ United States or foreign agency or authority.  As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

  3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  1. CONFIDENTIALITY; PROPRIETARY RIGHTS

  1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

  2. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.    

  3. [Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. All data rights, title and interest in the Confidential Information shall, at all times, remain vested in (the “Disclosing Party”). Nothing contained herein shall be construed as an express or implied license to use the Confidential Information for purposes other than as permitted by paragraph 3 above or as a grant or transfer by the Disclosing Party to the Recipient of any proprietary right or interest in the Confidential Information.  No rights or licenses are granted except as expressly set forth herein.  

  1. PAYMENT OF FEES

  1. Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.  Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Inquiries should be directed to Company’s customer support department.

  2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than Canadian or U.S. taxes based on Company’s net income.  Service Providers please note that Purposs Inc reserves the right to withhold payment until the service that you have agreed to provide to the buyer of your services is completed. All services provided to a buyer must be completed prior to a payout scheduled date.

  1. TERM AND TERMINATION

  1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

  2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  Customer will pay in full for the Services up to and including the last day on which the Services are provided. [Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.] [English is the appropriate language for customer  data retrieval upon termination].  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  1. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the remaining Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Purposs does not endorse any Service Provider and is not responsible or liable for any content, data, advertising, products, goods or services available from or through any participating Service Providers or Interested Customers. Purposs does not guarantee success or that Service Providers are covered by professional liability or other insurance. Service Providers and Interested Customers are each solely responsible for information and content they provide, as well as compliance with all applicable laws and regulations. Service Providers and Interested Customers participate at their own risk.

PURPOSS DISCLAIMS ALL WARRANTIES OF QUALITY, SAFETY, USABILITY, MERCHANTABILITY OR FITNESS OF PURPOSE FOR ANY PRODUCT OR SERVICE OBTAINED OR REQUESTED USING OUR PLATFORM. THE SERVICE PROVIDER, ALONE, IS RESPONSIBLE FOR HIS/HER CONDUCT ON PURPOSS AND WITH INTERESTED CUSTOMERS; PURPOSS MAKES NO PROMISE AS TO ACCURACY, AVAILABILITY, OR RELIABILITY OF ANY SERVICE PROVIDER OR SERVICE PROVIDER PROFILE. CUSTOMERS SHOULD DO THEIR OWN RESEARCH BEFORE ACCEPTING SERVICE.

For Service Providers

Purposs will not monitor, control, or dictate in any other way how you, as the Service Provider, perform your applicable service. Purposs does not guarantee or promise that your Service Provider profile will appear in search results. Purposs reserves the right to terminate or charge for our marketplace services at any time. Purposs may at any time remove you as a Service Provider from Purposs, if Purposs determines in our sole discretion that your continued presence on this platform would no longer be in the best interests of our customers or Purposs. Nothing herein shall create an employee, agent, or joint venture between Purposs and you as the Service Provider.

It is your sole responsibility to, and you must, ensure that all information, solicitations, advertisements, and other communications made or provided by you through Purposs comply with applicable laws and regulations, including the rules of professional conduct applicable in your jurisdiction. This includes, without limitation, laws and regulations governing the practice of law, the form of communication with clients, and advertising.

You may be granted limited rights to display a "" badge on your own website to promote the discoverability of the Service Provider's products or services through Purposs. Any use of a Purposs-provided badge must comply with all applicable terms and conditions furnished by Purposs and be limited to the promotion of the exact products or services for which you receive the badge.

Purposs reserves all of its intellectual property rights in Purposs, including without limitation the "" badges which are trademarks of Purposs. You may not use any Purposs-provided badges or other trademarks of Purposs for any purpose except for those expressly authorized by Purposs. Permission to use any given badge to a Service Provider does not imply any endorsement or sponsorship by Purposs of the Service Provider's services or products. Purposs also reserves the right to revoke any badge if a Service Provider violates any Terms of Service with Purposs, or is deemed by Purposs as no longer qualified for that designation.

For Interested Customers

The Service Provider, and not Purposs, is solely responsible for his/her interactions on and provision of any services. You agree and acknowledge that Purposs is not responsible for the conduct of the Service Provider including but not limited to Service Provider's availability, request responses, performance of services, completion of services, commitment to initial estimates or quotes, or compliance with applicable professional standards, laws, or regulations. To the extent permitted under law, you waive the right to bring or assert any claim against Purposs relating to any interactions or deals with the Service Provider and you release Purposs from any and all claims or liability related to your interactions or deals with the Service Provider.

With regard to legal professionals, Purposs is a platform that facilitates communication between you and participating professionals. Neither Purposs nor Purposs is a law firm or legal services provider and neither will ever provide legal services or legal advice. Likewise, no attorney-client relationship exists, or will ever exist, between you and Purposs or Purposs owned properties. While the information you provide through Purposs is governed by the Purposs Privacy Policy, it may not be protected by the attorney-client privilege and may not be held confidential.

  1. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.  The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement.  If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

 

  1. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the Province of [Alberta] without regard to its conflict of laws provisions.   [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.]

10.         OWNERSHIP AND COPYRIGHT

        

Except as otherwise indicated, the Services, and all text, images, marks, logos and other content contained in or communicated using the Services, including, without limitation, the Purposs Inc logo and all designs, text, graphics, pictures, videos, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the "Content") are the property of Purposs Inc or its licensors and are protected by Canadian and international copyright laws. All rights to the Content are expressly reserved. Nothing contained in the Services may be construed as granting, by implication, estoppel or otherwise, any license or right to use any patent, trademark, copyright or other proprietary right of Purposs Inc or any third party without the prior written permission of Purposs Inc or such other party that may own such patent, trademark, copyright or other proprietary right(s).

11.         TRADEMARKS

        

Purposs Inc, its logo and all other product or service names or slogans displayed on or communicated through the Services are registered and/or common law trademarks of Purposs Inc and/or its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Purposs Inc or the applicable trademark holder. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Purposs Inc and may not be copied, imitated or used, in whole or in part, without the prior written permission of Purposs Inc. All other trademarks, registered trademarks, product names and company names or logos displayed on or communicated through the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Purposs Inc.

12.         LIMITED LICENSE TO THE CONTENT

        

Purposs Inc grants you a limited, non-sublicensable license to access and use the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) Unless you own or have the permission of the owner of the content you post, you may only view, and print portions of the Content for your own informational, personal and non-commercial use in accordance with the Terms; (ii) you may not modify or otherwise make derivative uses of the Services or the Content, or any portion thereof; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; (v) you may not use the Services or the Content other than for their intended purpose; and (vi) you may not reproduce, prepare derivative works from, distribute or display the Services or any Content (except for page caching), except as provided herein. Except as expressly permitted above, any use of any portion of the Services or Content without the prior written permission of Purposs Inc is strictly prohibited and will terminate the license granted herein. This license is revocable at any time, and for any reason, or for no reason.

        

Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

        

You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. You expressly agree to indemnify Purposs Inc against any liability to any person arising out of your use of Content not in accordance with these Terms our Content or Privacy Policies.

To request permission for uses of Content not included in the foregoing license, you may contact Purposs Inc at admin@purposs.com.

13.         GOVERNMENT AND BUSINESS TAXES

        

All Sole Proprietors, LLC, LLP, Corporations, Independent Contractors, and SELLERS on the Purposs app agree to file their own government and business taxes. Purposs will collect the necessary PST, GST or VAT for SELLERS at the point of sale. Purposs Inc is not liable or responsible for submitting SELLERS taxes to the government. Service Providers (Sellers), you expressly agree to indemnify Purposs Inc against any liability to government or business taxes arising from your sales on the Purposs app, Purposs marketplace, or other Purposs platforms and properties. Service Providers (Sellers), you are solely responsible (i) for determining what, if any, Taxes apply to your Transactions; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. Purposs Inc is not obligated to nor will we determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction, but we may withhold any amounts that we deem appropriate to cover such Taxes if we cannot validate any tax-related identification information you provide us. Purposs Inc may send documents to you and tax authorities for Transactions processed using the Purposs app, Purposs marketplace, or other Purposs platforms and properties. Service Providers (Sellers), you agree that we may send you any tax-related information electronically.

14.         PROHIBITED BUSINESSES

The following categories of businesses and business practices are prohibited from using the Purposs Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Network Rules or the requirements of our Financial Services Providers.

By registering with us, you are confirming that you will not use the Service to accept payments in connection with the following businesses, business activities or business practices.

Financial and professional services

Investment & credit services

Securities brokers; mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; lending instruments

Money and legal services

Money transmitters, check cashing, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Purposs to hold client funds, collection or settlement amounts, disputed funds, etc.)

Virtual currency or stored value

Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller

IP Infringement, regulated or illegal products and services

Intellectual property or proprietary rights infringement

Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Purposs intellectual property without express consent from Purposs; use of the Purposs name or logo including use of Purposs trade or service marks inconsistent with the Purposs Marks Usage Agreement, or in a manner that otherwise harms Purposs or the Purposs brand; any action that implies an untrue endorsement by or affiliation with Purposs

Counterfeit or unauthorized goods

Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported

Gambling

Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance

Regulated products and services

Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online pharmacies; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis

Adult content and services

Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features

Unfair, predatory, or deceptive practices

Get rich quick schemes

Investment opportunities or other services that promise high rewards

Mug shot publication or pay-to-remove sites

Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm

No-value-added services

Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers

Products or services that are otherwise prohibited by our financial partners

Aggregation

Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds

Drug paraphernalia

Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs

High risk businesses

Bankruptcy lawyers; computer technical support; psychic services; travel reservation services and clubs; airlines; cruises; timeshares; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment and telephone sales; drop shipping; forwarding brokers; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies

Multi-level marketing

Pyramid schemes, network marketing, and referral marketing programs

Pseudo pharmaceuticals

Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body

Social media activity

Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity

Substances designed to mimic illegal drugs

Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)

Video game or virtual world credits

Sale of in-game currency unless the merchant is the operator of the virtual world

Use of Purposs in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service

Use of Purposs principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment cross-sell product or service

If you have any questions about supported businesses, don’t hesitate to contact info@purposs.com

EXHIBIT A

Statement of Work

  1. Provide mobile applications
  2. Implement third party payment services by Stripe. https://stripe.com/about
  3. Comply with Canadian Code of Practice for Consumer Protection in Electronic Commerce
  4. Help implement services with customer
  5. Provide customer training (on site or via webinar)
  6. Provide documentation and pilot reports
  7. Provide electronic commerce services
  8. Provide proprietary in app software.

LIBC/3968202.1

EXHIBIT B

Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance.

If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than [one hour], Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

EXHIBIT C

Support Terms

Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Mountain time, with the exclusion of Federal Holidays (“ Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by calling [1.844.726.3228] or any time by emailing [ admin@purposs.com, CC: sean@purposs.com].

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within two (2) business days.

LIBC/3968202.1