The present Self-Service Store Terms of Use govern the use by every Self-Service Store of the Platform, the Content and the Services owned or controlled by Cornershop. This document together with the Privacy Policy contain important legal information. By approving the present Self-Service Store Terms of Use, You confirm having read and understood these Self-Service Store Terms of Use and the Privacy Policy, and You accept that these Self-Service Store Terms of Use, the Privacy Policy and any other rules regarding operations, policies and procedures that may be published by Cornershop on the Platform are legally binding on You.

1. ACCEPTANCE OF TERMS OF USE.

“Cornershop Stores” constitutes a Service through which Stores can offer their Products directly to Customers through the use of the Platform. By indicating approval of these Self-Service Store Terms of Use or by creating a Store Account, the Store: accepts all these Self-Service Store Terms of Use, including the Privacy Policy, and the costs and/or commissions prescribed, or as may be prescribed from time to time in future; agrees to fulfill the Shopping Orders generated by Customers on the terms and conditions herein; and respect all applicable laws and regulations including, without limitation, those related to retail activities, labour and employment rights, and consumer protection.

If Store does not approve of these Self-Service Store Terms of Use, the Store must NOT access or use the Platform in any way, either directly or indirectly, or access or use any information or service offered by the Platform, including any Content.

Store accepts that the operation of this Service is fully Store’s responsibility, in particular, but without limitation, regarding the stocking and pricing of Products, store locations and operation including hours of operation for the processing of Shopping Orders, administration and use of the Store Account and every action performed through or derived from the Platform. In this way, the Store is responsible for issuing theShopper and Cornershop with the corresponding invoice/billing document for the sale generated by the Shopping Order.

The Services are only available for use by persons or their representatives who are 18 years of age or older. You may not authorize third parties, except authorized representatives of Store, to use your Store Account, and You may not allow persons under 18 years of age to receive services from Cornershop, Shoppers or Deliverers.

You are responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Platform, including all related expenses.

2. DEFINITIONS.

All words and phrases used in these Self-Service Store Terms of Use that have an upper case first letter will carry the meaning assigned below, or as otherwise expressly assigned in these Self-Service Store Terms of Use or Privacy Policy:

Content: all types of information, whether graphic or written, images, audio and videos, including but not limited to locations, ads, news, data, scripts, graphics, drawings or images, texts, designs, schemes, maps and interactive characteristics presented by Cornershop on the Platform (and any software and subjacent programming codes), programs or computational algorithms (in any format), programing modules, operational guidelines, or any content created, provided for or in any way generated and managed by Cornershop or Users.

Cornershop or our: Cornershop Technologies Canada ULC, its affiliates, directors, subsidiaries, licensors, shareholders, officers and directors.

Customers: persons, natural or legal, or any representative of such a person, who uses or is registered on the Platform for the purchase of Products posted on the Platform

Deliverers contractors independent of Cornershop, who are linked to or integrated on the Platform and who deliver the Products in a Shopping Order.

Device: mobile telephones and smartphones, tablets, computers and any other electronic devices through which a User may access the Platform.

Platform: website, mobile apps, and the platform operated by Cornershop, which Customers use in order to access the Services enabled by Cornershop and any Third Party Providers.

Privacy Policy: Cornershop’s privacy policy, as amended from time to time, which is contained on the Platform.

Product(s): grocery and pharmacy items, including without limitation food stuffs, personal care products, over-the-counter health products, alcoholic beverages and tobacco and vapour products.

Services: all those services offered to Customers through the Platform, whether by Cornershop, Shoppers, Deliverers or Third Party Providers.

Shoppers: contractors independent of Cornershop, who are linked to or integrated on the Platform and who attend at the Stores to purchase the Products in a Shopping Order.

Shopping Order: a Customer’s order for the purchase of selected or substituted Products.
Products through the Platform; being these Products those that Customers may purchase.

Store Account: the account created by a Store that registers the Store on the Platform, with information provided by the Store to Cornershop, including but not limited to name of business, administrator name, address, telephone number, username, email address and password.

Self-Service Store Terms of Use or Agreement: the present Self-Service Store Terms of Use for Cornershop.

Store, You or your: stores offering their Products through the Platform.

Store Material: all types of photographs, videos, comments, messaging or other content generated by Stores, which has been uploaded and shared to the Platform.

Third Party Providers: third parties unrelated to Cornershop that are linked to or integrated on the Platform and/or provide Services.

User(s); any of Shoppers, Deliverers, Stores and Customers who use the Platform.

3. ABOUT CORNERSHOP STORES SERVICE.

Cornershop is a communication platform that facilities the connection between Customers who wish to place Shopping Orders for Products from Stores, and Shoppers who carry out such Shopping Orders on behalf of such Customers and delivered by the Deliverers. The amount paid in addition to the sale prices for the Products corresponds to the payment for the services provided by our Shoppers and Deliverers. The Store acknowledges and accepts that each of the Shopper and the Deliverer is a contractor independent of Cornershop, and acts on behalf of the Customer and as an agent of the Customer in providing services relating to a Shopping Order.

Cornershop offers a tool through which Stores can directly offer for sale and sell their Products to Customers through the Platform. Stores accept that for these Services, Cornershop may charge Store for commissions prescribed in the Store Account.

The costs and/or commissions of this Service shall be published in the Platform and/or account for each registered Store. Such costs and/or commissions shall be subject to change at any time and from time to time by Cornershop in its full and unfettered discretion..

Store shall be solely responsible for the quality, characteristics and safety of the Products sold through the Platform, and assumes, with no exclusion or limitation, all obligations provided for under applicable law and the terms and conditions of this Self-Service Store Terms of Use, as the seller of Products to members of the public, especially but not limited to the rights and obligations established by current health and safety, consumer protection and occupier’s liability laws.

The Store may terminate this Service at any given time by communicating such intention through the Platform; provided, however, Store shall be obligated and solely responsible for permitting and facilitating the fulfillment of any Shopping Orders accepted and in process at the time when Store’s Products cease to be offered to Customers through the Platform. Cornershop shall permit a reasonable period of time to stop offering the Store’s Products to Customers through the Platform after such notice has been communicated; provided that such period shall not exceed 10 Business Days.

Notwithstanding any other provision of these Self-Service Store Terms of Use, Cornershop may at any time and for such period as it determines in its sole discretion to discontinue Store’s Store Account or registration or suspend Store’s ability to offer Products to Customers, for the purpose of protecting the rights, interests and/or safety of Customers, Shoppers, Deliverers and Third Party Providers, and/or Cornershop’s reputation. Cornershop may implement such discontinuance or suspension immediately upon notifying the Store of such decision. Cornershop shall not be liable to Store or any other person for any cost, expense or other loss for any such discontinuance or suspension. Without limiting the foregoing, and by way of example, Cornershop may terminate or suspend offering the Store’s Products to Customers through the Platform if the Store fails to comply with these Self-Service Store Terms of Use, fails to satisfactorily fulfill any Shopping Orders, offers for sale or sells goods the sale or possession of which is illegal or controlled under applicable laws, fails to comply with any other applicable laws and regulations, or is involved in any suit, application, arbitration or other similar litigation proceeding that could reasonably be anticipated to adversely affect the reputation and/or proper and efficient operation of Cornershop’s business and the Platform.

4. PRICING AND PAYMENT

a) About Payment for Products: Cornershop will pay the Store on a weekly basis via electronic bank transfer for the total in bills or invoices issued to the Customers for Shopping Orders duly processed and delivered the previous week. The Store shall not charge the Shoppers when choosing and checking-out Products from Store.

b) About Payment for Service Cost and/or Commission: Cornershop shall bill to Store, and may deduct from any payment to the Store, Cornershop’s prescribed commission and/or costs for the agreed Service.

c) About the Fulfillment of Shopping Orders: The Store must fulfill the Shopping Orders as requested by the Customers, and it is obligated to maintain in stock Products offered in the Platform. The rate in Products found, or “Found-rate” for the Store and its various locations. The Found-rate will be measured regularly as the ratio of the number of Products found at the Store to the number of Products requested by Customers in Shopping Orders. Store shall at all times maintain a minimum weekly fulfillment Found-rate of 90%. Failure to maintain this rate at any time shall be deemed to be a material breach of these Self-Service Store Terms of Use, and may result, at the sole discretion of Cornershop, in the removal of the Store from the Platform.

d) About the Price of the Products Offered in the Platform: The Store is responsible for entering the price for the Products offered to Customers, and for consistently offering those prices when issuing the corresponding invoice/billing document. Likewise, Cornershop will calculate its commission based on these prices. The prices for Products must match those offered in-store. In the event of any discrepancies, the Store must immediately notify Cornershop through the Platform. Failure to maintain reliable pricing may result, at the sole discretion of Cornershop, in the removal of the Store from the Platform

e) About Product Delivery Cost: Any additional costs related to the delivery of Products to Customers shall not be the responsibility of Store, and may be charged by Cornershop to Shoppers, Deliverers or Customers, as applicable.

f) About Promotional Discounts Offered by Cornershop to its Customers: Cornershop can offer promotional discounts to the Products. Such discounts will be fully covered by Cornershop except when the Store agrees to cover or share the cost of a specific promotional activity.

g) About the Differences between the Amount Taken by Cornershop and the Document Issued by the Store: In the event of an excess difference between the amount paid by a Customer for Products from the Store and the issued invoice/billing document, Cornershop shall retain such difference, as an additional commission for Service.

h) About Fines: Cornershop may prescribe from time to time and apply fines to the Store for any infringement or failure to comply with the Self-Service Store Terms of Use, and/or the Privacy Policy. These fines shall be detailed in your Store Account. Cornershop may deduct any of the Store’s fines from the payment from time to time for Products sold.

5. CORNERSHOP’S LIABILITY RELEASE.

Cornershop will bear no responsibility at all for the acts or omissions of Shoppers or Deliverers, or of any Stores or Third Party Providers, all of whom shall bear full responsibility for Services or other services they provide to Users.

If a dispute arises by You with a Shopper, Deliverer, Third Party Provider or another Store, such dispute shall be between You and such Shopper, Deliverer, Third Party Provider and/or other Store.

YOU HEREBY RELEASE CORNERSHOP, ITS DIRECTORS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS AND REPRESENTATIVES, OF ALL LIABILITY AND RESPONSIBILITY FOR ANY AND ALL COMPLAINTS, ACTIONS, PROCEEDINGS, COSTS, CLAIMS, DAMAGES, DEMANDS, AND EXPENSES INCLUDING BUT NOT LIMITED TO, LAWYER’S FEES OR LOSSES OF ANY KIND, WHETHER DIRECT OR INDIRECT, THAT MAY ARISE AS A CONSEQUENCE OF A DISPUTE BETWEEN YOU AND A SHOPPER, DELIVERER, THIRD PARTY PROVIDER OR OTHER STORE.

You acknowledge and understand that Cornershop is no more than the mere facilitator, through providing use of the Platform, of the interaction between You and other Users; and You understand that in no case are You selling Products to Cornershop, and that, should damages or infringement to your rights occur, such damages or infringement shall be a matter directly between You and such Shopper, Deliverer, Third Party Provider and/or other Store, and Cornershop shall not be involved or affected thereby in any way.

Note: There may be limited situations where services of a Shopper or Deliverer are provided by an employee of Cornershop. In those circumstances Cornershop will be responsible to the extent imposed by applicable law. However, as these situations are rare User should not rely upon such a possibility.

6. SPECIFIC RULES ABOUT PURCHASES OF ALCOHOL, TOBACCO, CANNABIS AND VAPOUR PRODUCTS

THE PLATFORM DOES NOT CURRENTLY SUPPORT THE SALE OR DELIVERY OF TOBACCO (INCLUDING CIGARETTES), CANNABIS (INCLUDING CANNABIS-RELATED PRODUCTS) OR VAPOR PRODUCTS (“RESTRICTED PRODUCTS”). STORES ARE EXPRESSLY PROHIBITED FROM SELLING OR OFFERING FOR SALE ANY RESTRICTED PRODUCTS THROUGH THE PLATFORM, REGARDLESS OF LEGALITY IN THE JURISDICTION IN WHICH STORE OPERATES.

Store acknowledges that every Shopping Order which includes alcohol products (“Alcohol Products”) can only be made by Customers of legal age (as defined in the applicable jurisdiction) (an “Eligible Individual”) to purchase the applicable Alcohol Product. For each Shopping Order that contains an Alcohol Product, Store must inform the Contractor that the Deliverer must require the Eligible Individual receiving the Alcohol Product to show a Valid ID to the Deliverer in order to verify the Eligible Individual’s age. In addition, Store must require the Shopper to show a Valid ID to Store personnel in order to verify that such Shopper is also of legal age (as defined in the applicable jurisdiction) to purchase the Alcohol Product. A “Valid ID” is an acceptable form of identification that is current, government-issued and includes a photo of the Eligible Individual and the birth date. If delivery of any Shopping Order that contains an Alcohol Product cannot be made due to the failure of an individual to provide a Valid ID (whether by the Contractor or the Eligible Individual receiving the Alcohol Product), the Eligible Individual receiving the Alcohol Product appearing intoxicated or for any other reason whatsoever, neither Cornershop nor any Cornershop Representative shall have any responsibility or liability for such Shopping Order or the failure to deliver such Shopping Order. The definition of Products shall include Alcohol Products as applicable and referenced within this Agreement.

If Store is eligible to offer the sale and fulfillment of Alcohol Products, Store’s sale of Alcohol Products via the Platform shall also be subject to the Terms of Use for Alcohol Sales (Canada) (the “Alcohol Addendum”). If any conflict arises between these Terms and the Alcohol Addendum, the Alcohol Addendum shall govern with respect to Alcohol Products and these Terms shall govern with respect to Products.

7. USE OF MATERIALS.

Unless otherwise stated, all rights over the Content belong to Cornershop. Stores expressly accept that all information shared through the Platform may be used by Cornershop for the purposes of the operation of its business and the Platform. Stores are authorized to use the Platform and download the material contained in it solely for the purposes of making their Products available for sale through the Platform. The Store is hereby granted a revocable, limited, non-exclusive, non-sub licensable, and non-transferable license to use the Content conditioned on your continued compliance with the Self-Service Store Terms of Use, all other requirements for the Platform, and all applicable laws and regulations.

Any copy, reproduction, publication, download for non-personal use, coding, modification, translation, interpretation, exhibition, distribution, transmission or media distribution, of the Content without Cornershop’s previous, explicit and written authorization is expressly prohibited. Copyrights and all other rights relating to the Content belong to Cornershop, and Cornershop expressly reserves all of its rights to exercise all actions, both civil and criminal, to safeguard its legitimate rights over its intellectual and industrial property in the Content, Platform and Services.

Occasionally there may be Content or other information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to Product prices, descriptions or availability, and Cornershop Credits. Cornershop reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse to cancel Shopping Orders if any information on the Platform is inaccurate at any time, without prior notice (including after You have submitted your Shopping Order and provided payment). Please note that prices of Products on the Platform may be different than prices offered for the same Products in-store by the same retailer.

CORNERSHOP ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THE PLATFORM. THE CONTENT ON THE PLATFORM MAY BE CHANGED WITHOUT NOTICE TO YOU. CORNERSHOP IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. CORNERSHOP DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

8. STORE GENERATED MATERIAL.

Should the Platform permit the publication or uploading of Store Material by Stores, such Store Material will be deemed, at all times, to be non-confidential. By publishing or uploading Store Material to the Platform or otherwise for the Services, the Store grants Cornershop a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable right to use, reproduce, distribute, modify, show and transfer Store Material for Cornershop’s promotion, support and any other purposes of Cornershop or permitted Third Party Providers. Cornershop grants every Store with a revocable, limited, non-exclusive, non-sub-licensable, and non-transferable license to access their Store Material through the Platform, and to publicly show and represent such Store Material in accordance with the Self-Service Store Terms of Use.

The Store represents and warrants that: (i) the Store is the owner of the Store Material or - the Store has the authorization of the owner of the Store Material for the publishing and uploading of the Store Material to the Platform or otherwise for the Services; (ii) the Store Material is not illicit, obscene, defamatory, offensive, pornographic, odious, racist or inadequate in any way; (iii) the Store Material will not damage the reputation of Cornershop or any third party; and that (iv) the Store has all rights and authorities to provide the Store Material and these representations and warranties to Cornershop, and in doing so the Store is acting in accordance with all applicable laws. Cornershop reserves the right to refuse to make any Store Material accessible via the Platform or any Services, and to remove any Store Material from the Platform, in Cornershop’s sole discretion and without any previous warning, liability or responsibility to the Store or any other person.

Cornershop does not support or endorse any kind of Store Material, including but not limited to any recommendation or advice, and the Store releases Cornershop from any and all liability and responsibility relating in any way to Store Material generated by any Store. The Store understands and accepts that Store Material can contain inaccurate, harmful or offensive information, and the Store agrees that it will at no time lodge any complaint or file any legal claim of any nature against Cornershop in relation to any Store Material.

Cornershop may provide links, in its sole discretion, to other Internet sites or networks of Third Party Providers, or provide Third Party Provider content, on the Platform or its Services. Such content is owned by Third Party Providers, and such links are to other sites or networks that are maintained by Third Party Providers over which Cornershop exercises no control and for which Cornershop bears no liability or responsibility. These Self-Service Store Terms of Use are not applicable to any third party links, websites or networks, as those are governed by the policies of the third party, and we suggest that You review the applicable policies before engaging in use of any third party link, website or network. Your correspondence or any other dealings with third parties are solely between You and the third parties.

9. STORE ACCOUNT.

Only one account per Store may be created, and such account shall be managed by at least one individual registered as assigned administrator and responsible of all the activities under the corresponding account or user password. Cornershop has no control over the use of the Store Account and therefore disclaims responsibility for any issues arising out of its use. The administrator for the Store Account may enable other users to access the account under their exclusive responsibility. The use and access to the Store Account constitutes acceptance by Store of these Self-Serve Store Terms of Use, as amended from time to time, including without limitation acceptance of prescribed costs and/or commissions for the Services and fines imposed by Cornershop as described herein.

You may opt out of receiving SMS from Cornershop by sending an email to stores@cornershopapp.com. Providing a cell phone number associated with Store Account, in the absence of express instructions to the contrary, constitutes your consent for Cornershop to make use of such number for calls and SMS for the purposes of offering the Services.

10. DISCLAIMERS.

THE USE OF THE PLATFORM AND THE SERVICES PROVIDED BY CORNERSHOP IS AT THE USER’S OWN RISK. CORNERSHOP DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR SERVICES WILL OPERATE ERROR-FREE, ON AN UNINTERRUPTED BASIS, OR THAT IT IS FREE FROM VIRUSES, MALWARE OR OTHER MALFUNCTIONING OR DANGEROUS PRODUCTS. THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND CORNERSHOP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-VIOLATION OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PLATFORM OR SERVICES. MOREOVER, CORNERSHOP DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY STORE, SHOPPER, DELIVERER, USER OR THIRD-PARTY PROVIDED CONTENT, MATERIALS, LINKS, WEBSITES, NETWORKS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM OR SERVICES, AND YOU AGREE THAT CORNERSHOP SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A STORE, SHOPPER, DELIVERER OR THIRD PARTY.

CORNERSHOP DOES NOT OFFER ANY KIND OF REPRESENTATION OR WARRANTY RELATED TO THE EXACTITUDE, RELIABILITY, EXHAUSTIVENESS, VALIDITY OR TOTALITY OF THE CONTENT, SERVICES, SUPPORT, SOFTWARE, TEXTS, GRAPHICS OR LINKS AVAILABLE THROUGH THE PLATFORM, OR TO THE CONTENT OF ANY WEBSITE LINKED TO THE PLATFORM, OR ANY OF THE STORES. CORNERSHOP ASSUMES NO RESPONSIBILITY DERIVED FROM: (I) MISTAKES OR IMPRECISIONS IN THE CONTENT; (II) PERSONAL INJURIES OR DAMAGES TO PROPERTY, OF ANY KIND, AS A RESULT OF THE ACCESS AND USE OF THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS FOR CORNERSHOP AND/OR ANY TYPE OF PERSONAL AND/OR FINANCIAL INFORMATION STORED IN THEM; OR (IV) A STORE’S DENIAL TO GIVE OUT THE PURCHASED PRODUCTS.

THERE IS NO GUARANTEE THAT INFORMATION OR PERSONAL INFORMATION ON THE PLATFORM OR ON THE INTERNET, OR SUBMISSIONS TO THE PLATFORM OR THROUGH THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE PLATFORM AND THE CONTENT IS AT YOUR OWN RISK AND CORNERSHOP AND SUPPLIERS ASSUME NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE PLATFORM, OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR INFORMATION OR PERSONAL INFORMATION, OR ANY MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE BY THIRD PARTIES THEREOF.

If the use of the Platform results in the need to get technical assistance or the replacement of a device or data, Cornershop will not be responsible for such costs.

11. LICENSE TO USE.

Cornershop owns all intellectual property rights in the Platform and Services. You are granted a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Platform and Services conditioned on your continued compliance with the terms and conditions of these Self-Service Terms of Use, all other Cornershop requirements for the Platform and Services, and all applicable laws and regulations. Neither these Self-Service Terms of Use nor your use of the Platform or Services convey or grant to You any rights: (i) in or related to the Platform or Services except for the limited licenses expressly granted herein; or (ii) to use or reference in any manner Cornershop’s company names, logos, product and service names, trademarks or services marks or those of Third Party Providers or any of Cornershop’s licensors.

You agree not to do any of the following: use the Platform or Services in any manner that could disable, overburden, damage or impair the Platform or interfere with any other party’s use of the Platform or Services including their ability to engage in real time activities through the Platform; use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Platform for any purpose including monitoring or copying any of the material on the Platform; attempt to gain unauthorized access to, interfere with, attack, damage or disrupt any parts of the Platform, web/Internet or the server on which the Platform is hosted; attempt to interfere with the proper working of the Platform, including but not limited to through hacking, ransoming, or other attacks upon the services provided by and function of the Platform; use the Platform or Service to fraudulently misrepresent yourself, impersonate another person, engage in false advertising, defraud or defame any person, engage or participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails, or collect any personally identifiable information from any user of the Platform or Services without that person’s knowledge and consent; create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means, be they physical, electronic or otherwise; or use the Platform or Services in any manner that promotes and/or enables illegal or unlawful activities;

Such unauthorized use is a material breach of these Self-Service Terms of Use, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications laws and regulations.

12. NOTIFICATIONS AND COMPLAINTS.

Stores may notify Cornershop of any behavior or Content that may infringe these Self-Service Store Terms of Use, the Privacy Policy or applicable laws and regulations.

Upon receipt of such report, Cornershop, to its sole discretion, will determine if such Content is to be deleted or modified.

13. LIABILITY LIMITATION.

CORNERSHOP SHALL NOT BE RESPONSIBLE FOR OR BEAR ANY LIABILITY FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND CORNERSHOP’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CORNERSHOP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH: THE USE OF THE PLATFORM OR SERVICES OR FOR ANY INFORMATION, WEBSITE, NETWORK, PRODUCT, CONTENT, SERVICES OR MATERIALS AVAILABLE THROUGH THE PLATFORM OR SERVICES; ANY CLAIM CORNERSHOP EXPRESSLY DISCLAIMS RESPONSIBILITY FOR IN THIS AGREEMENT; ANY DIRECT OR INDIRECT DAMAGE, LOSS OF PROFIT, EMERGING DAMAGE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, RESULTING FROM: (I) THE USE OF THE PLATFORM; (II) THE RESPONSIBILITY OF ANY STORE, SHOPPER OR DELIVERER THAT DOES NOT OFFER THEIR SERVICES UNDER CORNERSHOP’S SUBORDINATION-DEPENDENCY AGREEMENT; (III) THE PERFORMANCE OF OR BROWSING IN THE PLATFORM AND/OR LINK THEREIN TO OTHER SITES, EVEN IF CORNERSHOP HAS BEEN INFORMED OF THE POTENTIAL FOR DAMAGES; (IV) THE QUALITY AND QUANTITY OF THE PRODUCTS DELIVERED TO THE USER; (V) THE SAFETY OF THE PURCHASED PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY FOOD SAFETY RELATED ISSUES; OR (VI) INCORRECT, INCOMPLETE OR ERRONEOUS INFORMATION ABOUT THE PRODUCTS; OR FOR ANY DAMAGES DERIVED FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT DAMAGES, LOSS OF PROFIT, EMERGENT DAMAGE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE, WHETHER SUCH INTERRUPTION, SUSPENSION OR TERMINATION IS JUSTIFIED OR NOT; WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF COUNTERSHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF COUNTERSHOP FOR ANY REASON RELATED TO USE OF THE PLATFORM OR SERVICES, OR ANY OTHER REASON AT ALL, SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM OR SERVICES (DURING THE TWELVE (12) MONTHS PRIOR TO ANY EVENT ON WHICH A CLAIM IS BASED).

14. INDEMNITY.

You agree at all times to indemnify, defend and hold harmless Cornershop, its agents, suppliers, Third Party Providers and other third parties engaged by or otherwise assisting Cornershop, and their respective parent companies, directors and employees against all actions, proceedings, costs, claims, damages, fines, sanctions, demands, liabilities and expenses (including legal and other fees and disbursements) sustained, incurred or paid by Cornershop directly or indirectly in respect of: (i) any information, Profile, User Materials, or any other content You provide on or through the Platform or Services or which is sent to Cornershop by email or other correspondence, or any activities You engage in through the Platform or Services as a member or in any other capacity; (ii) any third party claims, including but not limited to claims for bodily injury, death or damage to personal property, any intellectual property infringement claims, other infringement of rights claims, or privacy or personal information claims, that relate to any information, Profile, User Materials, or any other content You provide on or through the Platform or Services, or any activity or omission relating to the Platform or Services by you; (iii) your use or misuse of the Platform or Services; (iv) your unauthorized use of the Platform; or (v) any breach of these Self-Service Terms of Use or any applicable law, including without limitation, the violation of any law, ordinance, administrative order, rule or regulation.

Cornershop will have the right to assume the defense against any claim, appeal or procedure.

15. TERMINATION.

Cornershop may modify or interrupt the Platform, or may modify, suspend or interrupt its access or support, due to any reason, at its sole discretion, with or without notice, and with no responsibility towards any Stores or third party. The Store Account and Store’s rights under these Self-Service Terms of Use may be terminated by Cornershop upon any material breach by Store of its obligations herein.

The Store may terminate its Store Account and any continuing obligations under these Self-Service Terms of Use at any time on reasonable notice to Cornershop through the Platform; provided that such notice shall not exceed 10 Business Days; provided that Store shall satisfy all pending Shopping Orders, and shall pay or otherwise discharge any costs and/or commissions, fines and any other agreed compensation to Cornershop. Upon such a termination: all terms that survive termination shall remain applicable and in effect for Store; and Cornershop may delete the Store Account and all other information provided by Store. The termination of the Agreement for such Store, for any reason, will not cause Cornershop to owe any compensation to Store other than as is expressly set out in these Self-Service Terms of Use.

The Store may end its obligations by means of direct communication to Cornershop, which will offer a sensible and non-exceeding time of 10 working days to terminate the Store´s obligations, specifically, non-materialized Shopping Orders,. The Termination of the Services and/or the closure of a Store Account, due to any reason, will not generate compensation to the Store’s favor by Cornershop.

16. DISPUTE RESOLUTION - ARBITRATION.

Any difficulty or dispute that may arise between the Store and Cornershop regarding the application, interpretation, duration, validity, or implementation of these Self-Service Terms of Use will be submitted for arbitration and resolution before a sole arbitrator (the “Arbitrator”) selected in accordance with the Simplified Rules of the ADR Institute of Canada, Inc. The parties agree that the arbitration shall proceed under the Simplified Rules of the ADR Institute of Canada, Inc.

No appeal against the Arbitrator’s resolutions shall proceed, resigning both parties from making such appeals. The Arbitrator is especially empowered to resolve every issue related to these Self-Service Terms of Use and the relationship between Store and Cornershop.

17. MODIFICATIONS.

Cornershop may, at its sole discretion, change or modify without any previous notice, these Self-Service Terms of Use including the Privacy Policy. Modifications to the Self-Service Terms of Use will be applied from the moment of their publication on the Platform and shall be applicable to all transactions occurring after such publication, without altering, in any way, the transactions executed prior to such publication.

18. NON-AGENCY.

The Agreement or your use of the Platform or Services does not create any contractual agency relationship, association, joint company, employer-employee, joint venture, partnership, affiliate, agency or franchisor-franchisee relationship between You and Cornershop.

19. NO ASSIGNMENT.

These Self-Service Terms of Use are personal and cannot be delegated, assigned, transferred or sublicensed, except with Cornershop’s prior and written consent. Cornershop may assign, transfer, sublicense or delegate any of its rights and obligations in virtue of the present Self-Service Terms of Use without the Store’s consent.

Unless otherwise stated in this Self-Service Terms of Use, all warnings and notifications will be considered duly delivered from the earlier of: the moment of their publication on the Platform, or the moment the Store has been notified accordingly.

20. CONTACT.

If there are any questions or doubts about the Self-Service Terms of Use, including the Privacy Policy, the use of the Platform, Services or the Store Account, the Store may contact Cornershop via the email at: info@cornershopapp.com. Email messages received by Cornershop at such email address will be processed as quickly as feasible in a commercially reasonable manner.

21. ENFORCING SECURITY ON THE PLATFORM.

Cornershop reserves the right to view, monitor, and record your activity on the Platform without notice or permission from You. Any information obtained by monitoring, reviewing, or recording may be provided to: (i) law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform; (ii) government agencies as required for any disclosures required by or under applicable law; and (iii) other third parties as required for Cornershop to comply with any court orders or subpoenas involving requests for such information.

22. APPLICABLE LAW AND SEVERABILITY.

These Self-Service Terms of Use have been made and will be construed and enforced solely in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

The Self-Service Terms of Use including the Privacy Policy constitute a complete and the entire agreement between the Store and Cornershop with respect to the Services, Platform, Content use and other subject matter herein, and substitute all communication and proposals, prior or contemporary – either written, oral or electronic – between the Store and Cornershop.

23. MISCELLANEOUS.

Injunctive Relief. You acknowledge that any breach, whether threatened or actual, of these Self-Service Terms of Use, including, without limitation, with respect to unauthorized use of Cornershop’s proprietary rights or assets, will cause irreparable injury to Cornershop, such injury would not be quantifiable in monetary damages, and Cornershop would not have an adequate remedy at law. You therefore agree that Cornershop shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Self-Service Terms of Use. Accordingly, You hereby waive any requirement that Cornershop post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Cornershop to enforce any provision of these Self-Service Terms of Use.

Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of these Self-Service Terms of Use will not operate as a waiver of any subsequent default or failure of performance. No waiver by Cornershop of any right under these Self-Service Terms of Use will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of these Self-Service Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Self-Service Terms of Use shall continue in effect.

Exclusion: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario), as amended, replaced or re-enacted from time to time. You agree to waive any right You may have to: (i) a trial by jury; and (ii) commence or participate in any class action against Cornershop related to the Platform, the Services, the Content, the Products, the services or products of any Shopper, Deliverer or Third Party Provider, or these Self-Service Terms of Use and, where, applicable, You also agree to opt out of any class proceedings against Cornershop, its agents, or its licensors. We have required that these Self-Service Terms of Use and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

© Cornershop Technologies Canada ULC, 2019.