VENDOR AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY.

BY USING THIS SITE, YOU SIGNIFY YOUR ACCEPTANCE OF THIS VENDOR AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THIS SITE.

This Vendor Agreement governs your use of and access to the Site, Content and/or Services (defined below) as a Vendor and is a legally binding agreement between you and MyRoadshow. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our services.

You must read, agree with and accept all of the terms and conditions contained herein. This Vendor Agreement (the “Agreement”) constitutes an agreement between you (collectively, “user”, “vendor”, “you” and “your”) and MyRoadshow Networking Inc. (collectively, “MyRoadshow”, “us”, “our” or “we”). This Agreement applies to your use of our services available under the domain of winni.app, its related webpages and sites (including, without limitation, any mobile optimization website or mobile application) (collectively, the “Site”). We strongly recommend that you also access and read the other pages and Web sites referred to in this document, as they may contain further terms and conditions that apply to you as a vendor.

We may amend this Agreement at any time by posting the amended terms on the Site. This Agreement may not be otherwise amended except in writing signed by you and us. It is your responsibility to ensure that you are aware of the current Terms of Use when you access and use the Site as a Vendor, Content or Services. If you continue to access or use any of the Site as a Vendor after any revisions to this Agreement are posted, you will be deemed to have accepted those revisions.

This site is owned and operated by MyRoadshow Networking Inc., a company incorporated under The Corporations Act (Manitoba). We reserve the right, at any time, to modify, alter, or update this Agreement, and you agree to be bound by such modifications, alterations or updates.

Changes to MyRoadshow

MyRoadshow reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:

1. • modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site, Content or Services including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
2. • make changes to any fees or charges, if any, related to your use of the Site, Content or Services;
3. • make changes to the equipment, hardware or software required to use and access the Site, Content or Services; and
4. • interrupt the Site, Content or Services, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications.

MyRoadshow reserves the right, at any time and without notice or liability to you, to update, modify or reset certain parameters of the Site or Services any of which may impact your use of the Site and/or Services.

SERVICES

In providing the Services, we shall, in every respect, be entitled to rely on the instructions of and information provided by you for and on behalf of you (without independent verification) including, without limitation, your instructions with respect to your tax registration status and associated remittance requirements in connection with the sale of the Products on the Site.

In providing and receiving the Services, MyRoadshow and you, respectively, represent and warrant that they will each comply with all applicable laws in the performance of their respective obligations and exercise of their respective rights under this Agreement.

We retain the right, in its sole and absolute discretion, to immediately: (i) reject or halt any sales of the Products on the Site; (ii) take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by MyRoadshow; and (iii) prevent, remove or restrict access to the Site and/or the Services.

FEES

In consideration for MyRoadshow providing the Services required of it under the terms of this Agreement, you acknowledge and agree that you shall pay to MyRoadshow the Service Fees. In addition, you acknowledge and agree that you shall pay to MyRoadshow all applicable taxes due in respect of Service Fees charged for the Services as further described in the Responsibility for Taxes section herein.

MyRoadshow shall deliver to you, net of all Service Fees, customer payments received by MyRoadshow on your behalf with respect to Products sold by you through the Services, no later than seven (7) days following the expiration of the period in which you will accept customer returns as per your stated return policy.

LICENSE

You acknowledge and agree to grant MyRoadshow a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of the Products and related materials for the Services (the “Materials”), and to sublicense the foregoing rights to MyRoadshow’s affiliates; provided, however, that MyRoadshow will not alter any of the trademarks (which form part of the Materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation) and will comply with your reasonable removal requests as to specific uses of the Materials (provided you are unable to do so using standard functionality made available to you via the applicable Site or Service); provided further, however, that nothing in this Agreement will prevent or impair MyRoadshow’s right to use the Materials without your consent to the extent that such use is allowable without a license from you under applicable Law.

RELATIONSHIP OF THE PARTIES

You acknowledge and agree that you and MyRoadshow are independent contractors, and nothing in this Agreement will create any agency relationship, partnership, joint venture, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on behalf of us. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of us, you, and customers.

As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

RESPONSIBILITY FOR TAXES

In connection with the relationship of the parties as further described in the Fees section herein, you represent, warrant, acknowledge, confirm and agree that:

1. (1) (i) We shall have no obligation to verify your tax registration requirements, determine whether taxes apply in connection with the sale of the Products or to calculate, collect, or remit taxes on your behalf; (ii) the Services expressly exclude any such obligations or requirements as set forth in (3) immediately below; and (iii) if a taxing authority requires that MyRoadshow pay any of your taxes, you acknowledge and agree that you will indemnify MyRoadshow and promptly reimburse MyRoadshow for the amount paid and in, any event, no later than thirty (30) days following the date you receive notice from MyRoadshow demanding reimbursement; and
2. (2) You acknowledge and agree that you have taken all necessary steps to verify and determine your registration, collection, reporting, and payment obligations with respect to taxes in accordance with applicable Laws;
3. (3) As between the parties hereto, you will be responsible for the collection, reporting, and payment of any and all of your taxes;
4. (4) All fees and payments payable by you to MyRoadshow under this Agreement or under such other agreement entered into between the parties in connection herewith are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying MyRoadshow any taxes imposed on such fees and any deduction or withholding required on any payment.

INDEMNIFICATION

You acknowledge and agree that you will defend, indemnify, and hold harmless MyRoadshow, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, legal fees) (each, a “Claim”) arising from or related to (i) your non-compliance with applicable laws; (ii) the Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, the Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by MyRoadshow), or property damage related thereto; (iii) taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties; or (iv) actual or alleged breach of any representations made by you.

If any indemnified Claim might adversely affect MyRoadshow, MyRoadshow may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at your expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

RELEASE

The Site and Services, including all content, software, functions, materials, and information made available on or provided in connection with the services, are provided "as-is." As a user of the Services, you acknowledge and agree that you use the Site and the Services at your own risk. To the fullest extent permissible by law, MyRoadshow and its affiliates disclaim: (i) any representations or warranties regarding this agreement or any related agreement, the services or the transactions contemplated by this agreement or any related agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from MyRoadshow’s negligence. MyRoadshow does not warrant that the functions contained in the Site and the Services will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

Because MyRoadshow is not involved in transactions between customers and vendors or other participant dealings, if a dispute arises between one or more participants, each participant releases MyRoadshow (and its agents, directors, officers and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You are fully responsible for all issues arising from the sale of the Products, including but not limited to issues relating to quality or missing or incorrect Products delivered to customers.

TERMS OF USE AND PRIVACY POLICY

By accessing or using the Site, Content or Services or otherwise accepting or agreeing to this Agreement, you fully and completely agree to the terms and conditions of MyRoadshow’s Terms of Use (the “Terms of Use”) and Privacy Policy (the “Privacy Policy”) and to any terms and conditions incorporated therein by reference. The Privacy Policy sets out how, why and to what extent MyRoadshow collects and uses your personal and non-personal information in connection with your access to or use of the Site, Content or Services.

LIMITATION OF LIABILITY

NON-DISPARAGEMENT

SUSPENSION

MyRoadshow may suspend your use of any Services immediately for any reason whatsoever including, without limitation, if it determines that: (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes MyRoadshow to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at MyRoadshow’s reasonable discretion; (b) your account has been, or MyRoadshow’s controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or MyRoadshow’s controls identify that it might harm, other sellers, customers, or MyRoadshow’s legitimate interests.

TERMINATION

This Vendor Agreement, as amended from time to time by MyRoadshow, shall remain effective until terminated by you or MyRoadshow. You may terminate this Vendor Agreement by discontinuing use of the Site, Content, Services and your associated Account(s) and destroying all electronic and other copies of all related Content, including related documentation. Without limiting any other provision of this Vendor Agreement or the remedies available to MyRoadshow, MyRoadshow may immediately terminate this Vendor Agreement or cancel or suspend your Account(s) and access to the Site, Content or Services in its sole and absolute discretion and for any reason including, without limitation, if you violate or otherwise fail to strictly comply with any term or provision of this Vendor Agreement or the Terms of Use. Upon termination of this Vendor Agreement for any reason, you must cease use of your Account(s), cease accessing the Site, Content and Services and promptly destroy all electronic and other copies of the Content, including all related documentation.

OBLIGATIONS UPON TERMINATION

Subject to the provisions herein contained, termination of this Agreement shall effectively determine all of the obligations and liabilities of the parties hereto to each other, provided, however, that, from and after the termination of this Agreement, you shall indemnify and save harmless the other from any and all expenses, costs, demands, liabilities, suits and causes of action whatsoever arising out of or in any way connected with Services performed, and covenants entered into, by such party in accordance with the terms hereof.

DISPUTE RESOLUTION

You and MyRoadshow agree that any dispute, claim or controversy arising out of or relating to this Vendor Agreement, any policy or guarantee referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Site, Content or Services (collectively, the “Disputes”) will be settled by binding arbitration, except that each party retains the right to (i) bring an individual action in an applicable small claims court, such as the Manitoba Court of Queen’s Bench Small Claims Court in respect of any dispute relating to MyRoadshow, if the action is within the jurisdiction of that court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property or proprietary rights. You acknowledge and agree that you and MyRoadshow are each irrevocably waiving the right to a trial by jury and the right to participate as a plaintiff or a class member in any purported class action or similar representative proceeding. Further, unless you and MyRoadshow expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. This “Dispute Resolution” section shall survive any termination of this Vendor Agreement.

Any arbitration to be conducted pursuant to this Dispute Resolution section where MyRoadshow is a party shall be conducted be conducted by a single, qualified arbitrator, in accordance with the National Arbitration Rules of the ADR Institute of Canada, Inc. pursuant to The Arbitration Act (Manitoba).

GENERAL

International Use

Although the Site and Services may be accessible worldwide, we make no representation that materials on the Site or Services are appropriate or available for use in jurisdictions outside of the jurisdictions in which we provide the Services. Those who choose to access the Site or Services from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any service, and/or information made in connection with the Services is void where prohibited.

Governing Law

Waiver and Severability

The failure of MyRoadshow to enforce any right or provision of this Vendor Agreement will not constitute a waiver of such right or provision. In the event that any provision of this Vendor Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of this Vendor Agreement will remain in full force and effect. All remedies of MyRoadshow here under shall be cumulative.

Force Majeure

MyRoadshow will not be liable for, or be considered to be in breach of or default under this Vendor Agreement on account of, any delay or failure to perform as required by this Vendor Agreement as a result of events beyond the reasonable control of MyRoadshow, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages or interruptions, brownouts, internet service provider failure or delay, cyber attacks, server downtime, loss of servers, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against.

Notices

Any notices or other communications permitted or required here under, including but not limited to modifications to this Vendor Agreement or any policy or guarantee referred to herein, will be in writing and given by MyRoadshow (i) via email (in each case to the email address provided by you for your Account(s)) or (ii) by posting to the Site. Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.

Entire Agreement

This Vendor Agreement, together with the Privacy Policy, the Terms of Use and any supplemental terms and conditions referred to below, constitute the entire agreement between the parties concerning the subject-matter hereof and supersede and replace any and all prior oral or written understandings or agreements between you and MyRoadshow regarding the Site, Content and the Services.

Survival

The provisions of this Vendor Agreement which require or contemplate performance after the expiration or termination of this Vendor Agreement shall remain enforceable notwithstanding such expiration or termination.

Survival of Obligations

Notwithstanding anything in this Agreement to the contrary, all obligations of the vendor or MyRoadshow which expressly or by their nature survive termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding such termination and until they are satisfied or by their nature expire.