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TERMS & CONDITIONS OF SALE & SERVICE

1. DEFINITIONS:

1.1 For the purposes hereof, the terms below shall have the following definitions:

“Agreement”: means, collectively, the Sale Agreement and the Service Agreement.

“Carrier(s)”: means, any postal carrier, parcel carrier, or other transporter of goods, courier, products and/or wares of any kind.

“Delivery Date”: means, the actual date that delivery, installation, and activation of the Locker have occurred.

“Effective Date”: means, the date upon which the Sale Agreement enters into force, which shall be the earlier of the following dates: (i) the date that the Customer makes its first payment of any amount payable under the Agreement, or under any Invoice, including the payment of any deposit requested by Snaile, or (ii) the Delivery Date.

“Force Majeure” means, an Act of God, labour strike or shortage, lock-out, riot, civil disobedience, war, blockade, insurrection, epidemic (or pandemic), pandemic or epidemic, a governmental or judicial decree, law, statute, judgment or order (or amendment thereto) that results in a forced closure, quarantine, curfew, confinement and/or other restriction, limitation or prohibition which adversely impacts, or limits, or conditions Snaile’s ability to perform its obligations under this Agreement, and any other situation that is reasonably beyond the direct control of Snaile

“Invoice(s)”: means, any invoice sent by Snaile to the Customer for payment.

“Locker”: means, collectively, the physical locker structure (including all units and compartments comprising same), hardware, compartments and any accessories, add-ons, wiring and connections specifically mentioned agreed to, in writing, by the Customer and Snaile.

“Party” means, either the Customer or Snaile, as the case may require; and “Parties”, means, collectively, the Customer and Snaile.

“Purchase Price”: means, the purchase price payable by the Customer to Snaile, to purchase the Locker, as indicated on the Invoice, exclusive of the Service Fee, if any and any applicable sales taxes.

“Sale Agreement”: means, collectively, the provisions of Article 3 below, together with any quote, formal proposal and/or any Invoice agreed to between the Parties and pertaining, in whole or in part, to the sale of the Locker.

“Service Agreement”: means, collectively, the provisions of Article 4 below, together with any quote, formal proposal and/or any Invoice agreed to between the Parties pertaining, in whole or in part, to Snaile services.

“Service Fee”: means, for the first year of the Term, a monthly service fee in the amount of $199.00 CAD per month, plus taxes, unless another amount has been agreed to between the Parties, pursuant to an Invoice, quote or formal proposal for the purchase of the Locker, plus applicable taxes. For each subsequent (calendar) year, the Service Fee will increase by two percent (2%) per annum, compounded. For the purposes hereof, if the first year of the term is not a complete calendar year, then such first year shall be deemed to commence on the Effective Date and shall expire on December 31 of the same calendar year.

“Snaile Retained Property”: means, collectively, any and all: (i) software, (ii) the Snaile Cloud, (iii) the operating system(s) and hosting services that service, power, administer, manage and operate the Locker from time to time, (iv) any rights, title or interest in or flowing from any delivery fee contracts, or other contracts entered into, from time to time, between Snaile and any Carriers, and (v) any and all fees, charges, revenues or proceeds of any kind generated or collected pursuant to any such contracts, or from or in connection with any deliveries completed into the Lockers using Snaile Retained Property, all of which are and shall remain the sole property of Snaile, unless otherwise agreed to, in writing, between Snaile and the Customer.

“Term” has the meaning ascribed to it at Section 4.1 hereof.

2. EFFECTIVE DATE, NON-REFUNDABLE DEPOSIT AND NO CANCELLATIONS:

2.1 The Agreement shall enter into force and bind the Parties, for all intents and purposes, as and from the Effective Date.

2.2 Any deposit paid to Snaile pursuant to the Agreement, or to any Invoice, is non-refundable under any circumstances.

2.3 After the Effective Date, the Sale Agreement and the order of the Locker may not be cancelled for any reason.

3. TERMS OF SALE AGREEMENT:

3.1 Purchase of Locker: The Customer hereby purchases the Locker (but not the Snaile Retained Property) from Snaile, subject to the terms of the Sale Agreement.

3.2 Snaile Retained Property: The Snaile Retained Property is and shall be deemed to be excluded from the Sale Agreement and, for greater certainty, shall remain the sole property of Snaile at all times, unless otherwise agreed to, in writing, by the Parties. Snaile shall have and retain exclusive control over the Snaile Retained Property throughout the Term and any renewals, as the case may be.

3.3 Transfer of Ownership: Provided the Purchase Price has been paid by Customer to Snaile, in full, ownership of the Locker, together with all care, possession, custody, control and all risks and perils related to same, will automatically transfer and vest with the Customer upon the Delivery Date, the whole without further notice, delay or formality. For greater certainty, Snaile shall remain the sole owner of the Locker unless and until the Purchase Price has been paid to Snaile, in full.

3.4 Acceptance of Locker: Subject only to the Warranty (Section 3.11) the Customer’s acceptance of delivery of the Locker on the Delivery Date, will serve and as confirmation that the Locker was delivered by Snaile, accepted by the Customer, that same was in good and properly functioning condition, free of any apparent defects and/or malfunctions, and that the Customer is entirely satisfied with same as and from the Delivery Date.

3.5 Conditions of Installation: On or before the Delivery Date, the Customer shall ensure that an appropriate indoor area has been designated (set aside) in the property to accommodate the Locker. Such area must be measured (based on the dimensions of the Locker as provided by Snaile), be free of any debris or other items and be ready for installation and connection of the Locker on the Delivery Date. Without limiting the foregoing, all electrical and internet services, wires, hookups, connections, and entries should be present and ready for connection and activation of the Locker.

3.6 Outdoor Installation: If the Customer desires that the Locker be installed outdoors, then same must be promptly notified to Snaile, in any event prior to the Effective Date, failing which Snaile will not be responsible for any rust problems that may arise with the Locker. Moreover, the Customer shall be responsible, at its cost, for ensuring that a proper shelter has been constructed outdoors, to accommodate the Locker and minimize exposure to weather elements, such as rain and snow.

3.7 Vinyl Wrap: Furthermore, if the Customer intends to install a vinyl wrap on the Locker, it must advise Snaile of same prior to the Effective Date (prior to ordering the Locker) so that the appropriate finish of the Locker surface may be ordered and installed thereon, failing which Snaile will not be liable if such wrap does not adhere to the Locker.

3.8 On-Boarding Session: As part of the installation of the Locker, Snaile shall provide one (1) activation and on-boarding session, at no charge to the Customer.

3.9 Additional Fees and Charges: After the aforesaid on-boarding (Section 3.8), all subsequent visits by Snaile representatives to the property for any reason, may be charged to the Customer at Snaile’s then applicable material and labour rates, plus any out-of-pocket costs and expenses incurred by Snaile, including for transportation. If, at any time, the Customer wishes to have a Locker removed from the property or relocated, same shall be at the Customer’s sole cost and expense and, without limitation, Snaile shall be entitled to charge the Customer for, inter alia, de-installation, crating, storage, shipping and re-stocking fees, the whole at Snaile’s then prevailing material and labour rates, plus taxes and any other out-of-pocket costs that Snaile may incur.

3.10 Activation and Operational Launch (Go-Live): It is the responsibility of the Customer to: (i) deliver to Snaile, a complete and accurate roster of all residents in the property, including the first name(s) only, unit number and mobile phone number for each, for the purposes of completing their registration on the Snaile Cloud, the whole, prior to the Delivery Date and, in any event, prior to activation and operational launch (going live) of the Locker, and (ii) to ensure that all relevant resident and user information contained in the Snaile Cloud remains up-to-date, complete and accurate at all times. In order to maximize the success of the initial activation and operational launch of the Locker, Snaile requires a minimum threshold of eighty percent (80%) of the residents of the property to be registered in the Snaile Cloud prior to going live (i.e. prior to parcel carriers being notified that the Locker have been activated are operational). Snaile shall not be liable, and there shall be no abatement of any Customer’s obligations, including the payment of the Service Fee, if the Customer fails to perform all of the above obligations.

3.11 Warranty: Snaile provides a 3-year hardware warranty on the main PCB, lock control PCB, locks and IR content sensors and a 1-year warranty on all other parts & components (collectively, the “Warranty”). The Warranty does not cover, vandalism, theft, fire, paint or cosmetic damage, water damage, rust (if the Locker is installed outdoors), Customer negligence (including lack of cleaning or de-icing), force majeure, or any damage or destruction caused by any insurable risk, or any Released Events. For greater certainty, the Customer is responsible for keeping the Locker’s, including the operating console, connections, and sensors, clean and free of any debris, dirt, water, ice and other damaging elements at all times. Any breaches of the Customer’s obligations herein contained, may result in voiding the Warranty. All out-of-warranty service calls onsite are subject to Snaile’s then prevailing rates for time and material, plus any out-of-pocket costs and expenses.

3.12 Hardware Insurance: The Customer is responsible for maintaining in force “all-risk” property insurance covering any and all loss, damage or destruction of the Locker and/or the items stored therein. Such policy of insurance and any other policies taken out by the Customer shall contain an express waiver of the insurer’s right of subrogation against Snaile, or its affiliates, employees, directors or any other person for whom Snaile is liable at law. For greater certainty, the Customer hereby waives any and all rights and recourses it may have against Snaile and those for whom it is liable at law, in connection with or arising from any event for which the Customer is, or should be, insured against pursuant hereto.

4. TERMS OF SERVICE AGREEMENT:

4.1 Term: The Service Agreement will automatically enter into force on the Delivery Date and, unless otherwise agreed to between the Parties, will continue for an indefinite period (the “Term”). Unless otherwise agreed to between the Parties, either Party shall be entitled to terminate this Service Agreement, at any time and for any reason, upon Twenty-Four (24) months’ prior written notice to the other Party.

4.2 Service Fee (Payment): Throughout the Term, the Customer shall pay to Snaile, the Service Fee, in advance, on the first (1st) day of each month, without deduction or set-off of any kind, by way of electronic fund transfer (EFT) or wire transfer or cheque.

4.3 Snaile Services: In consideration of the prompt payment by the Customer of the Service Fee, in addition to the other services set forth herein, Snaile hereby authorizes the Customer’s residents to use the Locker for the purposes of taking delivery of their parcels and packages. To that end, each resident of the Property, desiring to use the Locker, will receive a Snaile account and login information, permitting them to be notified and to take delivery of any parcel(s) or package(s) completed by a carrier into the Locker, the whole at no charge to the resident. Notwithstanding any of the foregoing, the Customer is responsible, to the entire exoneration of Snaile, for confirming the identity of any person(s) using, or attempting to use the Locker, or to take delivery of any parcel(s) located in a compartment of same. Without limiting the generality of the foregoing, the Customer releases and indemnifies Snaile for any theft (including by identity theft or fraud), breakage or vandalism of the contents located in the Locker when and if Snaile is asked to open a Locker compartment remotely in order to complete a delivery, or for any other reason.

4.4 Access: The Customer shall provide Snaile and its representatives, agents, contractors with constant and unimpeded access to the Locker for the purposes of maintenance, repairs and for all other reasonable purposes. The Customer shall also permit parcel or package carriers to have access, at all times, to the Locker, for the purposes of completing deliveries intended for its residents in the Property. The Customer shall be responsible for keeping the Lockers and the area in the vicinity of same, in a clean, secure and accessible state and condition at all times. Without limiting the foregoing, the Customer shall collaborate with Snaile in order to ensure that the Locker are operating properly and remain accessible, at all times, for their intended purpose.

4.5 Maintenance of Locker: Snaile is responsible for maintenance of the Locker’s operating system, software, and hosted services. Without limiting the foregoing, Snaile shall provide Customer support services to the Customer, as follows: (i) Tier 1 (off-site) support shall be available in French & English on a 24/7 basis, via telephone or web and (ii) Tier 2 (on-site) support is available, subject to availability of Snaile’s maintenance team, but no longer than 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. Notwithstanding any of the foregoing, Snaile is not liable to the Customer, or to any other person(s), for any use or operational downtimes, howsoever caused. Snaile is not responsible for any damage, breakage, malfunction or other problems related to the Locker if the Customer permits any person or contractor, other than Snaile’s authorized representative, agents, or contractors, to maintain, repair and/or manipulate the Locker, or its systems, components and/or other parts. Such manipulation by another person may also result in voiding the warranty(ies), if any, applicable to the Locker or any part thereof.

4.6 No Assignment: This Service Agreement may not be assigned, or otherwise transferred, in whole or in part, to any other person, without the prior written consent of Snaile, which consent may be not be unreasonably withheld. If this Service Agreement is assigned or transferred, in whole or in part, to any other person, with or without the consent of Snaile, then Snaile shall be entitled, in its sole discretion, to terminate this Service Agreement.

4.7 Customer Data: The Customer hereby grants to Snaile a non-exclusive license to use, copy, reproduce, store, distribute, publish, export, adapt, edit and/or translate any information or data obtained by Snaile, but only to the extent reasonably required for the performance of Snaile’s obligations hereunder.

4.8 Customer Default and Snaile Remedies: If the Customer fails to pay the Service Fee or any other amounts payable under the Agreement on the date stipulated for same, then the Customer shall be deemed to be in default hereunder. Moreover, if the Customer fails to comply with, or perform, any other obligation set forth herein, or at law, and such breach continues for fifteen (15) consecutive days after receipt of notice of same from Snaile, then such breach shall constitute a default hereunder. If the Customer is in default then, in addition and without prejudice to Snaile’s other rights, remedies and recourses herein, or at law, Snaile shall be entitled to suspend any and all services contemplated under this Service Agreement, without further notice or delay. If the aforesaid default is not cured within 5 days from notice to the Customer of same, or if more than 3 separate events of default occur during the Term, then Snaile shall be entitled to terminate this Service Agreement by written notice to the Customer, the whole without further notice or delay, or the requirement for court proceedings and without prejudice to its other rights and recourses. Any arrears in the payment of the Service Fee, or any other amounts 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.

4.9 Limitation Of Liability: With the exception of negligence or willful misconduct, in no event shall Snaile and/or its employees, directors, shareholders, affiliates, subsidiaries, successors, assigns, agents, subcontractors, host providers, or any other person form whom Snaile may be liable at law (collectively, the “Snaile People”), be liable toward the Customer, or its employees, directors, shareholders, affiliates, subsidiaries, successors, assigns, agents, subcontractors, customers, Locker users, residents, condo owners and/or any other person (collectively, the “Customer’s People”), for or in connection with any of the following events: (i) issues or problems related to the delivery of parcels, (ii) stolen, missing, vandalized, broken, malfunctioning, damaged or destroyed parcels or contents in the Locker for any reason, including without limitation, by fire, water, improper placement (by the carrier) in the Locker compartment, (iii) contents that remain stuck in the Locker, or that are damaged, destroyed or stolen, including when Snaile is asked to open a Locker compartment remotely, (iv) expiration of perishable goods, or late or untimely receipt of any parcel, (v) software hacking, host server problems, hardware and/or software malfunctions, (vi) internet connectivity downtimes, shortages, malfunctions or other issues, (vii) floor load capacity issues due to the weight of the Locker, (viii) any other problem, issue, event, damage or loss not directly attributable to the gross negligence or willful misconduct of Snaile, or Snaile People and (ix) any insured or insurable risks or events (collectively, “Released Risks”). Without limiting the foregoing, it is the responsibility of the Customer to manage the content of the Locker, as well as pass codes for same including confirming the identity of any person seeking to take delivery of a parcel(s) at the Locker. Snaile is not responsible for cleanliness of the Locker, including its components, sensors, accessories, consoles etc, nor for any issues related to the temperature or weather (including ice or snow). Snaile does not warrant that all carriers will deliver to Snaile lockers, nor does it warrant any of the services provided by any carriers. Notwithstanding any of the foregoing, Snaile’s liability in connection with any claim by the Customer, or Customer’s People, for damages (to the extent permitted under the Sale or the Service Agreement), shall in no event exceed the lesser of: (i) 25% of the purchase price paid to to Snaile purchase the Locker, or (ii) an amount equal to six (6) months of Service Fees. In no event shall Snaile or Snaile People be liable for indirect or consequential damages. The Customer hereby releases and indemnifies Snaile and Snaile People against any claims pertaining, directly or indirectly, to any and all Released Risks. The above limitations, releases and indemnities apply and bind the Customer and the Customer’s People, irrespective of whether the Service Fees have been paid or not. Customer acknowledges that Snaile has established its prices and fees under any agreements with the Customer, in reliance of the releases, indemnifications, limitations and exclusions of liability and warranties set forth above, all of which form an essential basis of said agreements.

4.10 Force Majeure: Without limiting any of the foregoing and notwithstanding anything to the contrary contained herein, or in any laws, statutes, bylaws or regulations, Snaile shall not be liable to the Customer, or to any Customer’s People, for any delay, downtime, omission, or any suspension, reduction or failure by Snaile in the performance of its obligations, or the rendering of any services contemplated in this Agreement, or for any malfunction or other issue with a Locker, in either case, related to, caused directly or indirectly by, or arising from any event of Force Majeure. The foregoing includes, without limitation, any theft, vandalism, damage, destruction, perishing or expiration (ex. produce), untimely or late receipt of delivery of any parcel(s).

5. GENERAL PROVISIONS:

5.1 Public Disclosure: The Customer agrees that Snaile may use its company name & logo for marketing purposes on its website(s) and email correspondence. Snaile will seek the Customer’s written approval for any press releases if they were to occur.

5.2 Choice of Laws and Forum: The Agreement are governed under to the laws of the Province of Ontario. The parties hereby agree that any and all litigation between them shall be submitted to the Court(s) of the judicial district of Toronto, Ontario.

5.3 Confidentiality: The Customer, including the signatories below and its employees, directors, agents, professionals and/or any other person for whom Customer is responsible at law, shall not, unless required by law, now or in the future, disclose, share, divulge or otherwise disseminate the contents of this Agreement, or of any of the discussions and/or correspondences between the Parties, to any other person, without the express prior written consent of Snaile. This confidentiality undertaking will be deemed to be a separate and distinct agreement from the remainder of this Agreement and, for greater certainty, shall be deemed to be a free-standing, binding, undertaking by the Carrier, in favour of Snaile. This confidentiality undertaking shall survive any termination or expiration of this Agreement, whether in whole or in part. The Customer agrees that any default by the Customer under this confidentiality undertaking may result in damages for Snaile that cannot be quantified. Consequently, the Customer hereby expressly acknowledges Snaile’s right to seek injunctive relief and waives any defenses, or grounds of defense, it may have against Snaile in connection with such proceedings.

5.4 Intellectual Property: The Customer acknowledges that any and all Snaile trademarks, logos, patents, design concepts, software, operating system(s) or other intellectual property related to the manufacturing, design and operation of the Locker, or any part thereof, are and will remain the sole property of Snaile and may not be used, reproduced, copied, shared or communicated by the Customer to any other person, without the express prior written consent of Snaile, which may be arbitrarily withheld.

5.5 Disclosure by Snaile: The Customer hereby consents to Snaile disclosing the existence and content of this Agreement, or any part hereof, to prospective Customers, Carriers, or to any other person. The Customer consents to Snaile using its company name and logo for marketing purposes on its website(s) and email correspondences. Snaile shall seek the Customer’s written approval for any press releases it may wish to publish with respect to this Agreement, or otherwise implicating the Customer.

5.6 PIPEDA Compliance: Snaile shall comply with the Personal Information Protection and Electronic Documents Act (PIPEDA). Without limiting the generality of the foregoing, Snaile agrees that any personal information received, or obtained in any manner by Snaile, pertaining to any residents of the Property, including addresses, phone numbers, email addresses and any other personal information of any kind, shall not be sold, disclosed, retransmitted to any other person, or used for any purpose other than as required to perform Snaile’s obligations contained in this Agreement.

5.7 Severability: If any provision of this Agreement is found by any Court to be illegal, or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect to the full extent permitted at law.

5.8 Entire Agreement: This Agreement constitutes the entire agreement between the Parties in respect of the subject matter contained herein. There is no other agreement, written or verbal, between the Parties in respect of the subject matter herein. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both Parties. No waiver by Snaile of any breach of this Agreement will be effective or binding unless made in writing and signed by Snaile purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived

5.9 Binding Effect: This Agreement will be binding upon the heirs, executors, administrators, other legal representatives, and successors of the Carrier and will enure to the benefit of the Snaile and its successors and assigns.

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