SNAILE TERMS & CONDITIONS OF SERVICE

The Terms and Conditions set forth below (the “Terms and Conditions of Service”), together with the Service Quote, shall form one Service Agreement, provided however, that if there is a contradiction or dispute between the terms of the Service Quote and those contained herein, the Service Quote shall prevail.

The terms below are defined as follows:

“Account Registration Information” means (i) for Residential Recipients or Tenant Recipients, their first and last names, apartment or premises number and mobile phone numb er or email address; (ii) for Retail Recipients, their first and last names, and their mobile phone number or email address.

“Agreement” means, collectively, the Sale Quote and these Terms and Conditions of Sale.

“Carrier” means, at any time, any courier, carrier or other person making deliveries of Parcels and to whom Snaile is providing services (including the use of a Snaile passcode) in respect of deliveries to the Locker.

“Commencement Date” means, the commencement of the Term and unless otherwise agreed to in writing by the Parties, is the date of activation of the Locker and Snaile Cloud by Snaile.

“Customer” the customer indicated on the Service Quote.

“Force Majeure” means, an act of God, labour strike, lock-out, power outage or other interruption of services, shortage of labour, services or material, riot or other act or acts of civil disobedience, insurrection, war, blockade, epidemic or pandemic, quarantine, curfew, governmental or judicial law, decree, judgment or order (or amendment thereto), or other event that is beyond the reasonable direct control of Snaile, which in each case adversely impacts, limits or conditions Snaile’s ability to perform its obligations under this Agreement or any subcontractor’s ability to perform its obligations to Snaile.

“Intellectual Property” has the meaning in Section 6.3.

“Locker” means, collectively, the physical locker structure (including all individual storage units and compartments comprising same), and all associated hardware, accessories, add-ons, internal wiring and connections, agreed in writing between the Parties, installed or to be installed at the Property, but excluding the Snaile Cloud.

“Parcel” means any parcel, package, food or other item.

“Party” means, individually, the Customer or Snaile;

“Parties”; or, collectively, the Customer and Snaile.

“Personal Information” means information about an identifiable individual as defined in the Personal Information Protection and Electronic Documents Act and which is processed by Snaile on behalf of Customer in connection with this Agreement.

“Privacy Statement” has the meaning ascribed to it at Section 4.1.

 “Data Breach” means a security violation, in which sensitive, protected or confidential data is copied, transmitted, viewed, stolen, or used by an individual unauthorized to do so.

“Property” means any property where a Locker is or will be installed and serviced by Snaile pursuant to this Service Contract.

“Purchase Price” means, as the case may be, the purchase price paid to Snaile by the Customer, or any of its affiliates or subsidiaries to purchase the Locker.

“Sale Agreement” means the Locker purchase and sale agreement entered between Snaile and the Customer, concurrently, prior or after the date of this Service Agreement.

“Service Agreement” means, collectively, the Service Quote and these Terms and Conditions of Service.

“Service Fee” means the monthly service fee set out in the Service Quote, which shall be calculated on a per diem basis for any partial month(s) during the Term. It is agreed that the Service Fee shall increase, on the first (1^st) day of each calendar year of the Term, by the greater of the following rates: (i) two (2%), compounded annually, or (ii) the percentage increase (over the preceding calendar year) in the Consumer Price Index (CPI) – All items, for Ontario, not seasonally adjusted, as published by Statistics Canada, or if the same is no longer published, any other reputed and comparable index. NOTWITHSTANDING THE FOREGOING, SNAILE SHALL BE ENTITLED TO INCREASE THE SERVICE FEE AT ANY TIME AND FROM TIME TO TIME, UPON 30 DAYS’ PRIOR WRITTEN NOTICE TO THE CUSTOMER IF, FOR ANY REASON BEYOND OF THE CONTROL OF SNAILE, INCLUDING FORCE MAJEURE, THERE IS A SUBSTANTIAL INCREASE IN THE COSTS AND EXPENSES PAYABLE BY SNAILE IN CONNECTION WITH THE PROVISION THE SERVICES.

“Service Quote” means the service quote signed by the Customer and which outlines the essential terms pertaining to the provision of the Services by Snaile.

“Services” means, more generally, the operation, administration, management, maintenance, and servicing of the Snaile Cloud, and more specifically, any other services outlined below.

“Snaile Cloud” means any software(s), operating system(s), remote technology(ies), server(s) and/or other product(s) used and controlled, from time to time, by Snaile for, or in connection with the operation and management of the Locker.

“Snaile Retained Property” means: (i) the Snaile Cloud, (ii) any and all Intellectual Property (as defined below), (iii) any and all rights, interest, and benefits granted to Snaile under any contracts entered into from time to time between Snaile and any Carrier(s), and (iv) any and all fees, charges, revenues or proceeds of any kind from or in connection with any deliveries completed by Carriers to Recipients into the Locker, and (v) with any lists of carriers and/or Recipients and any information compiled and kept by Snaile with respect to same.

“Recipient” means a Residential Recipient, a Tenant Recipient, or a Retail Recipient.

“Residential Recipient” means a resident of the Property wishing to have deliveries to the resident into the Locker, where possible.

“Retail Recipient” means a customer of a retail Tenant wishing to have deliveries from that retail Tenant to that customer into the Locker, where possible.

“Tenant” means a person, company or an organization that is a tenant of the Property.

“Tenant Recipient” means an employee, or independent contractor of a commercial Tenant, wishing to have deliveries to that employee or contractor into the Locker, where possible.

“Term” has the meaning in Section 3.2 and, where applicable, includes any extension or renewal thereof.

“Unit” means any individual storage unit of the Locker.

Service Agreement: The Customer hereby hires Snaile, on an exclusive basis, to perform the Services, for the Term, which Snaile agrees to perform in consideration of the prompt payment of the Service Fee, the whole subject to the Parties’ compliance with their respective obligations hereunder.

The Term and Renewal(s): Unless otherwise specified in the Service Quote, this Service Agreement shall be for an initial term of two (2) years, commencing on the Commencement Date (the “Term”). Unless either Party notifies the other Party in writing within ninety (90) days prior to the expiration of the Term, or then applicable renewal, as the case may be, this Service Agreement will automatically renew for consecutive period(s) of one (1) year each, upon the same terms and conditions as set out herein. In the event that the Customer wishes to terminate this Service Agreement the Customer shall incur a penalty equal to 24-months of Service Fees, calculated based on the prevailing rates at the time of cancellation, to Snaile.

Payment of the Service Fee: Throughout the Term, the Customer shall pay the Service Fee to Snaile, in advance, on the first (1st) day of each calendar month, without deduction or set-off of any kind and without the requirement of an invoice, by way of electronic funds transfer, wire transfer or cheque, to the account or address specified by Snaile.

Snaile Services: In consideration of the prompt payment by the Customer of the Service Fee, in addition to other services set forth herein, Snaile shall (at no charge to a Recipient, Tenant or the Customer):

(a) promptly establish a Snaile account for each Recipient upon receiving Account Registration Information from Customer or from the applicable Tenant (where Snaile’s receipt of such information is either through Customer integrating Snaile into the Customer’s management software for the Property or by depositing the same in the Snaile Cloud or by permitting one or more of its commercial tenants to deposit the same in the Snaile Cloud).

(b) promptly advise each Recipient of any delivery to such Recipient into the Locker and the applicable Unit number and provide the Recipient with a one-time pick-up code to access such delivery – in each case, using the then-current contact information that is part of the Recipient’s Account Registration

(c) create a Snaile Cloud site for the Property, to which the Customer has access for the purpose of monitoring the Locker, and permitting the Customer to access the Units for the sole purposes of cleaning and removal of unretrieved Parcels.

(d) for Residential Recipients, Retail Recipients, and Tenant Recipients (as applicable):

(i) offer its services to carriers to facilitate deliveries to such Recipients into the Locker;

(ii) promptly provide the Customer a list of Carriers, and promptly given notice to the Customer of any changes therein; and

(iii) maintain a log of all deliveries by each Carrier, to which the Customer may have access for any proper purpose.

Customer acknowledges that Carriers are not obligated to deliver into the Locker, and delivery may not be possible due to the size of the Parcel or where the Residential Recipient or Tenant Recipient is obligated to sign for the delivery or pay any amount to the Carrier or if an appropriate Unit is not available, or if the delivery contains hazardous, dangerous, illegal or controlled substances or objects.

Snaile will use commercially reasonable efforts to comply at all times with the service levels set out in Schedule “A” hereto, it being however agreed, that the Customer’s sole remedy for any failure to meet a service level contained therein shall be as expressly set out in said Schedule “A”.

Customer’s Duties: In addition to its other obligations hereunder, Customer shall:

(a) ensure that all Recipient information provided to Snaile is up-to-date, complete and accurate at all times;

(b) keep the Locker including the operating console connections and sensors free and clear of any dirt, debris, water, snow, ice or other material; it being acknowledged by the Customer that failure to do so may void the Warranty;

(c) regularly monitor the Locker to determine when cleaning or removal of unretrieved Parcels is required, and clean, sanitize and deodorize the interior of the Units forthwith following each use and prior to any subsequent use thereof;

(d) keep the Locker and the area in the vicinity of same, in a clean, secure and accessible state and condition at all times;

(e) provide all internet and electrical service required for the operation of the Locker, at the Customer’s cost and expense; and

(f) forthwith after becoming aware of any malfunction or other problem with the Locker, give notice thereof to Snaile.

Without limiting the foregoing, the Customer shall cooperate with Snaile in order to ensure that the Locker is operating properly and remains accessible, at all times, for its intended purpose.

Access: The Customer shall provide Snaile and its contractors, agents and other representatives with unrestricted and unobstructed access to the Locker for the purposes of maintenance, repair and for all other reasonable purposes. Where the Locker is to be used for deliveries to Residential Recipients or Tenant Recipients, the Customer shall also permit Carriers to have unrestricted and unobstructed access, at all times, to the Locker, for the purposes of completing deliveries to such Recipients.

Maintenance and Operation of Locker: Snaile shall have exclusive authority and responsibility to maintain and operate the Locker. Snaile shall provide Customer support services to the Customer, as follows: (i) Tier 1 (off-site) support shall be available in French and English on a 24/7 basis, via telephone or web and (ii) Tier 2 (on-site) support will be available, subject to availability of Snaile’s maintenance team, but within 4-business days from notice in writing to Snaile. Snaile shall use commercially reasonable efforts to limit hardware or software downtimes for on-site or remote maintenance and/or repairs.  Out-of-warranty maintenance and repair of the Locker and any parts and components thereof shall be at the Customer’s cost and expense, based on Snaile’s then prevailing labour and material rates, plus any other out-of-pocket costs and expenses incurred by Snaile.

Snaile Insurance: Snaile shall maintain cybersecurity insurance covering damages caused by unauthorized access or security breaches and costs of notification and regulatory defense, in an amount of not less than $2,000,000. Such insurance shall be maintained in force at all times during the term of this Agreement. Snaile shall upon request by the Customer provide evidence of such insurance.

or any replacement thereof, with respect to all Personal Information collected, used or disclosed hereunder. Without limiting the generality of the foregoing, Customer represents hat any Personal Information provided to Snaile pertaining to any Residents will have been duly collected and disclosed in accordance with such laws, for the purpose of facilitating deliveries by a Carrier to such Residents. For more information about Snaile’s privacy policies, Customer may consult Snaile’s Privacy Statement: https://snailelockers.com/privacy (the “Privacy Statement”).

Information Security: Snaile shall at all times provide adequate protection and have in place appropriate security policies, procedures, programs, standards, access control methodologies and network protection techniques, which are consistent with industry practice, to safeguard the Snaile Cloud and Personal Information from both physical and non-physical threats.

Protection of Personal Information: Snaile shall only access, use and disclose Personal Information to the extent required to perform its obligations under this Agreement. Snaile shall safeguard Personal Information by making reasonable administrative, technical, and physical security arrangements against such risks as loss, theft, or unauthorized access, use, or disclosure, which are appropriate given the amount and sensitivity of the Personal Information.

Snaile Employees and Subcontractors: Snaile shall limit access to Personal Information only to its employees and agents who need to have access to the Personal Information solely for purposes related to this Agreement and shall ensure that such employees and agents have received appropriate training on their responsibilities and are bound by written policies or agreements to protect the confidentiality of Personal Information as set out in this Agreement. Snaile may engage subcontractors in connection with the performance of its obligations under this Agreement, as Snaile deems appropriate. Snaile shall ensure that its subcontractors are subject to binding obligations relating to the protection of Personal Information that are substantially similar to those set out in this Agreement.

Reasonable Cooperation: Snaile shall provide reasonable cooperation and assistance to the Customer in connection with (a) any complaint or inquiry received from a government authority which relates to Personal Information; or (b) any request from an individual to exercise their right to access, amend or correct their Personal Information. If Snaile receives any such complaint, inquiry or individual request, Snaile shall promptly notify the Customer.

Retention of Personal Information: Snaile shall retain Personal Information only for as long as necessary to fulfil its obligations under this Agreement. Upon request by the Customer or upon termination of this Agreement for any reason, Snaile shall securely deliver to the Customer or securely destroy, according to the Customer’s instructions, all Personal Information and shall confirm that delivery or destruction to Snaile in writing.

Security Breach: In the event that Snaile becomes aware of any actual or reasonably suspected loss, theft or unauthorized access to, or unauthorized use or disclosure of, Personal Information (a “Security Breach”), Snaile shall notify the Customer without undue delay. To the extent such information is available, Snaile’s notification to the Customer shall include the nature and cause of the Security Breach and the nature of the Personal Information subject to the Security Breach. Snaile shall promptly take such steps as may be necessary to contain and mitigate the Security Breach. Snaile shall not disclose to any third party the circumstances of the Security Breach without the prior written consent of the Customer, except as required by law, and shall provide reasonable cooperation and assistance to the Customer to enable the Customer to comply with its obligations under applicable privacy laws.

Customer Default and Snaile Remedies. If the Customer fails to pay the Service Fee, or any other amount payable under this Service Agreement, the Sale Agreement, or any other agreement between the Parties, as the case may be, when due, or to perform any of its other obligations under this Service Agreement or any other agreements, the Customer shall be in default hereunder, and, in addition and without prejudice to Snaile’s other rights, remedies and recourses, Snaile shall, if such failure continues for fifteen (15) consecutive days after the giving of notice thereof by Snaile, be entitled without notice to Customer, to suspend any or all of Snaile’s obligations under this Agreement, so long as such failure is continuing, or if the Customer has been in default on three (3) or more separate occasions, to terminate the Service Agreement upon written notice to the Customer, without further act or formality and without prejudice to Snaile’s other rights and recourses. Any arrears in the payment of the Purchase Price, the Service Fee or any other amount payable by Customer hereunder shall bear interest at a rate of 12% per annum, compounded monthly, calculated from the due date until the date of payment, in full, of the amount owing.

Limitation of Liability: In no event shall Snaile, its employees, directors, officers, shareholders, affiliates, successors, assigns, agents, contractors, host providers, or any other person for whom Snaile is responsible at law (collectively, the “Releasees”), have any liability to the Customer or any third party, including without limitation, any Resident, the Customer, or any of their respective invitees, employees, directors, officers, shareholders, affiliates, heirs, successors, assigns, agents or contractors (collectively, the “Releasors”), arising out of or in respect of: (i) delay in delivery or non-delivery of any Parcel; (ii) loss of or damage to any Parcel delivered to the Locker, for any reason, including without limitation by theft, vandalization, fire, water, improper placement by the Carrier in the Locker, or any unauthorized or improper use or access of the Locker, or any opening of any Unit by the Customer, or by Snaile at the request of the Customer; (iii) any Parcel that remains in the Locker for more than 24 hours following delivery into the Locker, or that contains perishable or hazardous contents; (iv) software hacking, host server problems, internet connectivity downtime, hardware and/or software malfunction, or operational downtime for any reason, except as a result of Snaile’s gross negligence or willful misconduct; (v) floor load capacity issues due to the weight of the Locker; (vi) any other problem, issue, event, damage or loss not directly attributable to the gross negligence or willful misconduct of the Releasees or any of them or to any breach of Snaile’s obligations hereunder, or attributable to the negligence or wilful misconduct of the Releasors or any of them or to any breach of the Customer’s obligations hereunder; (vii) any risks covered by the insurance required by Section 3.10; (viii) any effects of temperature or weather (including ice or snow); or (ix) any damage to or malfunction of the Locker if the Customer has permitted any person, other than Snaile’s contractors, agents or other representatives, to or to attempt to, open, operate, maintain or repair the Locker, or its Units, systems, components and/or other parts, and which Customer acknowledges may void the Warranty.

The Releasees’ aggregate liability in respect of all claims under this Agreement shall not exceed the lesser of (i) 25% of the Purchase Price paid to Snaile, if applicable, or (ii) an amount equal to Service Fees paid during the preceding six (6) months. The Customer hereby agrees to indemnify and save harmless Snaile from and against any claims from any person(s) arising out from any of the matters referred to (i) through (ix) of the preceding paragraph. The Customer acknowledges that Snaile has established its prices and fees under this Agreement, in reliance on the provisions of this Section 5.2, which form an essential basis of this Agreement. In no event shall any Releasee be liable for indirect or consequential damages.

Force Majeure: Notwithstanding other provision of this Agreement, Snaile shall not be liable to the Customer, or to any Resident, for any delay or failure by Snaile in the performance of any services or other obligations under this Agreement, or for any malfunction or other issue with the Locker, in any case, related to, caused directly or indirectly by, or arising from any event of Force Majeure.

Notices: Any notice or other communication permitted or required under this Service Agreement shall be made in writing and delivered by personal delivery, by fax, or by mail, as follows:

(a) to the Customer, at the Property; and

(b) to Snaile, at 1 Crescent Road, Suite 115, Huntsville, ON P1H 1Z6, to email to info@snaile.com, Attention: CEO

or to such other address, fax number or email of which such Party has given written notice to the other Party, and shall be deemed to be given and received on the date of personal delivery thereof, or the date of transmission thereof by fax or email, or if such notice or other communication is given on a day which is not a business day at the place of receipt or is not given within usual business hours at the place of receipt, then on the next business day following.

Confidentiality: The Customer covenants that the Customer, its signatory(ies) below and its employees, directors, officers, agents, professional advisors and any other person for whom Customer is responsible at law, shall keep confidential and shall not, unless required by law, disclose or allow disclosure of the existence or any contents of this Agreement, or any of the discussions and/or correspondences between the Parties, to any person other than the Customer’s directors, officers, employees and professional advisors on a need-to-know and confidential basis, without the express prior written agreement of Snaile. The Customer agrees that any breach of the foregoing covenant may not be compensable in damages or may result in damages to Snaile that cannot be readily quantified. Accordingly, the Customer hereby acknowledges and agrees that Snaile shall be entitled to injunctive relief against any threatened or continuing breach and waives any defences, or grounds of defence, it may have against Snaile in connection with such proceedings, including the requirement for the securing or posting of any bond or other security, in connection with such remedy.

Intellectual Property: The Customer acknowledges that any and all Snaile trademarks, logos, patents, designs, concepts, knowhow, software, operating system(s) or other intellectual property related to the manufacture, design or operation of the Locker or any part thereof, or the Snaile Cloud (collectively, “Intellectual Property”), are and will remain the sole property of Snaile and may not be used, reproduced, copied, shared or disclosed, to any other person by the Customer, without the express prior written agreement of Snaile. For greater certainty, the Customer shall not have or acquire any right, title, interest or licence in or to any Intellectual Property.

Disclosure by Snaile: The Customer hereby consents to Snaile disclosing the existence and any content of this Agreement to prospective customers or Carriers and agrees that Snaile may use the Customer’s name and logo for marketing purposes on Snaile’s website(s) and otherwise. Snaile will seek the Customer’s written approval for any press releases.

Survival: Neither the termination or expiration of this Service Agreement, or any other agreements between the Parties, shall affect any liability Customer has for any amount to be paid, or any obligation to be performed, at or before such suspension, termination or expiration, or any liability for or arising from any breach of this Service Agreement, or any other agreement(s), all of which shall survive such suspension, termination, or expiration.

Forum: The Parties hereby agree that any and all suits, actions or other proceedings between them relating to this Agreement shall be brought in the Court(s) in the City of Toronto, Ontario.