SNAILE TERMS & CONDITIONS OF SALE

ARTICLE 1- APPLICATION

1.1

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

ARTICLE 2- DEFINITIONS

2.1

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 number 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.

“Customer” the customer indicated on the Sale Quote.

“Delivery Date” means the actual date of delivery and installation of the Locker at the Property.

“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 4.3.

“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 4.6.

 

“Property” means the property where a Locker is or will be installed as provided in the Sale Quote.

 

“Purchase Price” means the purchase price indicated on the Sale Quote, to be paid by the Customer, to Snaile, for the purchase of the Locker, plus applicable taxes, the whole in accordance with the provisions below.

 

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

 

“Sale Quote” means the sale quote provided by Snaile and signed by the Customer, which outlines the essential Terms and Conditions of Sale pertaining to purchase and sale of the Locker.

 

“Service Agreement” means the Locker Service Agreement to by entered into by the Parties concurrently with this Sale Agreement.

 

“Service Fee” means the service fee payable by the Customer and set forth in the Service Agreement, as the case may be.

 

“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.

 

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

 

“Warranty” has the meaning ascribed to it as Section 3.12 below.

ARTICLE 3 – PURCHASE AND SALE OF LOCKER

3.1

Purchase of Locker: The Customer hereby agrees to purchase the Locker from Snaile, for the Purchase Price, subject to the provisions these Terms and Conditions of Sale.

3.2

Snaile Cloud and Snaile Retained Property: Notwithstanding anything to the contrary, the Snaile Cloud and all Snaile Retained Property are expressly excluded from this Sale Agreement and shall remain, at all times, the sole property of Snaile and under its exclusive control and management.

3.3

Transfer of Possession and Risk: Possession of the Locker, together with all risk of loss, damage or other perils to same shall transfer and vest with the Customer as and from the Delivery Date (even if activation of the Locker may occur at a later date). However and notwithstanding anything to the contrary, Snaile shall retain ownership of, and a security interest in, the Locker until the Purchase Price has been paid, in full, by the Customer. If the Customer fails to make a payment on account of the Purchase Price, then, in addition to any other rights or recourses Snaile may have hereunder or at law, it shall be entitled to seize and repossess the Locker.

3.4

Acceptance of Locker: The Customer shall take delivery of the Locker at the Property and shall inspect same visually on the Delivery Date. If the Customer does not notify Snaile, in writing, of any visible defect, issue or problem affecting the Locker on the Delivery Date, then same shall be conclusive evidence that the Locker is/was undamaged, in good and merchantable condition, free of any apparent or visible defects, and that the Customer is entirely satisfied with same. Except for the Warranty, there are no representations, warranties or conditions, whether express, implied or statutory (the same being expressly excluded) with respect to the Locker and, subject to the Service Agreement, Snaile shall have no obligation, liability or risk with respect to the Locker after the Delivery Date. Without limiting the foregoing, at Snaile’s request, on or after the Delivery Date, the Customer shall execute Snaile’s standard Acceptance of Locker Form (to be delivered by Snaile separately, as the case may be).

3.5

Customer Duties (Installation): On or before the Delivery Date, the Customer shall ensure that an appropriate indoor (or if agreed in writing between Customer and Snaile, an appropriate outdoor) area has been designated and set aside on 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 of the Locker on the Delivery Date. Without limiting the foregoing, all electrical and internet services, wires, hookups, connections and entries, as specified by Snaile, must be present and ready for installation and activation of the Locker. Moreover, if the Locker is to be installed outdoors, the Customer shall be responsible, at its cost and expense, for ensuring that a proper shelter has been constructed outdoors, to accommodate the Locker and minimize exposure to weather elements, such as, without limitation, rain and snow. Any and all discrepancies between the approved final layout and on-site measurements that affect the ability to successfully install the lockers as intended, will result in billable overages when exceeding the quoted cost. Installations where wiring run exceeds 10 metres can and will be subject to additional costs associated with performing such tasks, may requiring a subcontractor, and as such will be charged back to the purchaser, in full.

3.6

Access: Snaile and its contractors, agents and other representatives shall have unrestricted, unobstructed access to the Property and the installation location for the purpose of delivering, installing and activating the Locker.

3.7

Workplace Safety: Snaile and its contractors, agents and other representatives shall comply with all policies applicable to the employees of the Customer regarding their access to the Property and conduct while on the Property, provided that Snaile receives prior written notice and a copy of such policies. Customer may remove, or request the replacement of, any of Snaile’s contractors, agents or other representatives who fail to comply with such policies (and Snaile shall promptly comply with that request). Snaile shall maintain a safe work site in accordance with safe work practices and shall comply with the Occupational Health and Safety Act (Ontario) and all of its regulations pertaining to the type of work being performed on the Property. If requested, Snaile shall provide the Customer with a copy of Snaile’s written health and safety policy as required by the Occupational Health and Safety Act (Ontario).

3.8

Vinyl Wrap: If the Customer intends to install a vinyl wrap on the Locker, it must advise Snaile 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.

3.9

On-Boarding Session: As part of the installation of the Locker, or at a later date to be agreed to by the Parties, Snaile shall provide one (1) activation and on-boarding session either virtually, or at the Property, at a mutually agreed time and at no charge to the Customer.

3.10

Additional Fees and Charges: After the initial on-boarding session, all subsequent training visits by Snaile representatives to the Property will be charged to the Customer at Snaile’s then prevailing labour and material rates, plus any other out-of-pocket costs and expenses incurred by Snaile. If, at any time, the Customer wishes to have the Locker removed from the Property or relocated and Snaile is prepared to do so, the same shall be at the Customer’s 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, at Snaile’s then prevailing labour and material rates, plus any other out-of-pocket costs and expenses incurred by Snaile.

3.11

Activation and Operational Launch (Go-Live): The Customer shall: (i) deliver to Snaile, which may be by means of 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, a complete and accurate roster of all participating Residential Recipients and/or Tenant Recipients (as applicable), including their Account Registration Information, for the purposes of enrollment by Snaile, prior to the Commencement Date and, in any event, prior to activation and operational launch (going live) of the Locker. In order to maximize the success of the activation and operational launch of the Locker at a Residential Property, Snaile requires a minimum threshold of eighty percent (80%) of the residents of the Property to be enrolled prior to going live (i.e. prior to Carriers being notified that the Locker is operational).

3.12

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 and components, of the Locker (collectively, the “Warranty”). The Warranty does not cover vandalism, theft, fire, paint or cosmetic damage, rust (if the Locker is installed outdoors), or any damage resulting from Customer’s negligence or any breach of Customer’s obligations hereunder, Force Majeure, or any damage or loss caused by any insurable risk or any other matter for which Snaile is not responsible hereunder. All out-of-warranty service is subject to Snaile’s then prevailing rates for labour and material, plus any other out-of-pocket costs and expenses incurred by Snaile.

3.13

Service Agreement: On or around the date of execution of this Sale Agreement, Snaile and the Customer (or an affiliate, subsidiary or other person designated by the Customer) shall enter into Snaile’s standard Service Agreement, whereby, inter alia, Snaile agrees to provide certain services in connection with the operation of the Locker in consideration for the prompt payment of the Service Fee.

3.14

No Cancellation: Once the Sale Quote has been signed by the Customer and/or any deposit payable by Customer pursuant to the Sale Quote is paid to Snaile, then this Sale Agreement will enter into force and may not be cancelled for any reason and any deposit, or other amount paid to Snaile by the Customer shall be non-refundable.

3.15

Customer’s Duties: In addition to its other obligations hereunder or in the Service Agreement, Customer shall:

(a) keep the Locker, including the operating console, connections, and sensors, free and clear of any dirt, debris, water, snow, ice or other material;

(b) 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;

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

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

(e) 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. Any breach of the foregoing obligation may void the Warranty.

3.16

Snaile Exclusive Control: Snaile, as the exclusive owner of the Snaile Cloud and the Snaile Retained Property, shall have and retain, at all times, the exclusive control, management, administration, and operation of the Snaile Cloud and Snaile Retained Property. The Customer shall not permit anyone, other than Snaile, or any Snaile’s authorized personnel or authorized agents, to maintain, modify, repair and/or manipulate the Locker, or the Snaile Cloud. Without limiting the foregoing, the Customer shall not cause or permit any other software, system or service provider, other than Snaile, to be installed or operated on the Locker or the Snaile Cloud. Snaile shall be entitled, in its sole discretion, to negotiate, execute and amend any agreement(s) and to otherwise manage its relationship with any Carriers as Snaile deems appropriate, including setting and amending any Delivery Fee, all of which shall remain the sole property of Snaile. Snaile shall, in no event, be liable to the Customer for any termination or amendment of any agreements entered into from time to time by Snaile with any Carrier.

3.17

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

3.18

Customer Default and Snaile Remedies. If the Customer fails to pay the Purchase Price, the Service Fee or any other amount payable under this Sale Agreement, the Service 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 Sale 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.

3.19

Customer Insurance: The Customer is responsible for maintaining in force: (a) “all-risk” property insurance covering any and all loss of or damage to the Property, the Locker and/or an Parcels located from time to time therein, and (b) general commercial and civil liability insurance, covering any and all liability of Customer, or those for whom customer is liable at law, for any loss, damage, destruction, death or injury suffered by any person, for an amount of not less then $2,000,000 per occurrence. All such policies shall: (a) be taken with reputable, nationally-recognized, insurers, (b) provide for 30 days’ prior notice to be given for any lapse or cancellation of such insurance, (c) as to liability coverage, shall name Snaile as an additional insured, and (d) as to the property coverage, shall contain an express waiver of the insurer’s right of subrogation against Snaile, its affiliates, employees, directors, officers, shareholders, contractors and agents and any other person for whom Snaile is responsible at law. The Customer shall upon request by Snaile provide evidence of such insurance.

3.20

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.

ARTICLE 4 – GENERAL PROVISIONS:

4.1

Notices: Any notice or other communication permitted or required under this Sale 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.

4.2

Confidentiality: The contents of this Sale Agreement, or of any of the discussions or correspondences between the Parties, or any information Customer may obtain from time to time relating to any Intellectual Property, shall not be disclosed by the Customer to any person other than the Customer’s directors, officers, employees, and professional advisors, in each case, on a need-to-know and confidential basis, without the express prior written agreement of Snaile.

4.3

Intellectual Property: The Customer acknowledges that any and all Snaile trademarks, logos, patents, designs, concepts, knowhow, software, operating system(s), license(s), or any 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.

4.4

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 3.19;
(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, 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 arising out of or in respect of 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 Section4.4,which form an essential basis of this Agreement. In no event shall any Releasee be liable for indirect or consequential damages.

4.5

Snaile Disclosure: Notwithstanding the above, the Customer hereby consents to Snaile disclosing the existence and any content of this Sale 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.

4.6

Privacy Policies: The Parties shall comply with all applicable privacy laws, including the Personal Information Protection and Electronic Documents Act or any replacement thereof, with respect to all Personal Information collected, used or disclosed hereunder. Without limiting the generality of the foregoing, Customer represents that 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)

4.7

Survival: Neither the termination or expiration of this Sale 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 Sale Agreement, or any other agreement(s), all of which shall survive such suspension, termination, or expiration.

4.8

Force Majeure. Snaile shall not be liable to the Customer, or to any Recipient or person, for any non-performance of its obligations under this Sale Agreement or the Service Agreement resulting, directly or indirectly, from Force Majeure.

4.9

Time of Essence: Time shall be of the essence of this Sale Agreement.

4.10

Entire Agreement: This Sale Agreement constitutes the entire agreement, and supersedes all prior representations, agreements, arrangements, and undertakings, of the Parties with respect to the subject matter hereof.

4.11

No Waivers: No waiver of any provision of this Sale Agreement and no amendment hereof shall be valid, enforceable, or effective unless approved in writing by Snaile.

4.12

Severability: Any provision of this Sale Agreement which is held to be illegal or unenforceable shall be severed from the rest of this Sale Agreement and the remaining provisions shall continue in full force and effect.

4.13

No Assignment: Neither this Sale Agreement, nor any rights, benefits, obligations or liabilities hereunder shall be assigned or otherwise transferred by the Customer, without the prior written agreement of Snaile, but subject thereto, this Sale Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of the Parties.

4.14

Choice of Law and forum: This Sale Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, excluding its conflicts of laws rules. Any disputes under this Sale Agreement shall be instituted in the Courts of the judicial district of Toronto.

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