ShopsRobot Inc. (“ShopsRobot” or “we”) operates the www.ShopsRobot.com website (the “Site”), where buyers (“Customers”) can purchase robotics products (“Products”) sold by ShopsRobot and third-party vendors (ShopsRobot and such vendors being collectively referred to as “Vendors” and individually as a “Vendor”, unless a reference is made to a Vendor being a third-party vendor). ShopsRobot provides the Site and resells the Products subject to the following terms and conditions. These Conditions of Use and Sale (the “Conditions”) form a legally binding contract between you (also sometimes referred to as “Customer”) and ShopsRobot in relation to your use of the Site and the purchase of Products (third-party Vendors are third-party beneficiaries of the “Purchase Agreement” and General Provisions sections of these Conditions). ShopsRobot reserves the right to modify at any time and without notification its Site and the Conditions. Therefore, please check these Conditions carefully each time you place an order with, or accept delivery of any Products from ShopsRobot. If you are not in agreement with one or many of these Conditions, please do not use the Site in any way and do not purchase Products.

All Products sold on the Site are believed to be of good quality and reliable. However, ShopsRobot warns against the use of Products in an application where an error or malfunctioning could result in damage to property, injury or even death of humans or animals. The primary responsibility for the use or operation of robots and robotics technology falls on the user.

Be vigilant and act prudently.

Purchase Agreement

By accepting delivery of any Product purchased on the Site from a Vendor, Customer agrees to be bound by the terms and conditions listed below. You and ShopsRobot agree that the following terms and conditions are the exclusive terms governing the sales transaction between Customer and a Vendor selling Products on the Site. Any attempt to alter, supplement, modify or amend these terms and conditions by Customer will be null and void. All purchase-sale transactions on the Site by Customer occur between a Vendor (i.e. ShopsRobot or a third-party Vendor) and the Customer. In the event Customer purchases Products from a third-party Vendor, such third-party Vendor will be the “seller of record”. In such a case ShopsRobot will only act as a platform provider and marketplace facilitator and will not be a party to the purchase and sale transaction occurring between the third-party Vendor and the Customer.

Risk of Loss

Risk of loss and title for items purchased on the Site pass to Customer upon receipt of the item(s) by Customer.

Cancelling an Order

You can cancel Product orders that haven’t yet entered the shipping process by contacting ShopsRobot as soon as possible through the ShopsRobot Support Center or by phone. We will verify the status of your order and validate if it is cancellable and subject to any fees.

Vendors put a lot of effort into delivering purchased Products rapidly. If an order has already shipped when you contact ShopsRobot, the Product may then be returned subject to the terms in the Returns section.

Products identified as Special Products may not be cancelled if a purchase has already been processed specifically for you with the manufacturer. Restocking fees up to 20% may apply for large quantity order cancellations.

Shipping charges are non-refundable.

ShopsRobot reserves the right to refuse or cancel any order in cases where an account has an outstanding balance.

Returns

If you are not satisfied for whatever reason with a Product you bought on the Site, it is possible to return it for refund within 30 days from the date you received it unless otherwise indicated in the Product listing. You must first advise the Vendor associated with your order in your account to obtain a return authorization (‘’RA’’) number before returning a Product. (‘’RA’’) numbers are valid for 30 days, within which time the returned Products should be received by the Vendor. No returns will be accepted without having previously obtained an (‘’RA’’) number. The Product must then be returned in its original packaging (in perfect condition for resale) with its receipt and your (‘’RA’’) number. Reimbursement will be denied for any Products which do not conform to the above mentioned conditions.

Build-it-yourself Robot Parts are not refundable once assembled. Robots & Kits requiring assembly or soldering are also not refundable once assembled, soldered or modified in any way. All sales of robotic software and apps are final and cannot be refunded or exchanged. Returns are not accepted on special orders and clearance items except when they are found defective, in which case the Product may be repaired or replaced at the Vendor’s discretion. 20% Restocking fees may apply if you are returning a large quantity of the same Product that was ordered specifically for you from the manufacturer.

Please note that all items will be reimbursed within 7 to 14 days of receiving the Product (shipping fees excluded). You must also cover the cost of returning the Product. Shipping fees will only be refunded if the return is a result of a shipping error on our part. Cleaning fees of USD 100 may also be charged if a domestic robot is returned and has not been properly cleaned.

Product Listings

Vendors deploy efforts to ensure the accuracy of Product listings, including item descriptions, pictures, compatibility references, specifications, pricing, external links and any other Product-related information included or referenced on the Site. Despite those efforts to achieve maximum accuracy, Vendors cannot guarantee that all Product listings will be entirely accurate, complete or current, and Vendors will bear no responsibility for any error.

Please see the Pricing Section for ShopsRobot’s policy on pricing errors.

Product Revisions

Vendors are not responsible for changes or modifications in Product specifications or physical appearance. In the interest of Customers, Vendors strive to ensure that all Product information is up-to-date and accurate. Vendors rely on the manufacturer to communicate changes or modifications about their products and Vendors have no way of alerting Customers prior to purchase in the event the manufacturer did not notify them. As a result, Vendors will not be held responsible for changes in Product specifications or other information.

Discounts

Discount Codes: ShopsRobot may offer reductions in the form of coupon codes for Products that are sold & fulfilled by ShopsRobot directly (with SKUs starting by RB or RBD). They cannot be applied on the entire ShopsRobot Catalog: products starting with SKU RBC are excluded as well as Products sold and fulfilled by vendors of the ShopsRobot Marketplace (with SKUs starting with RM).

Discount codes must be redeemed manually by the customer during the Checkout process. The coupon code must be inserted, in its exact combination, within the ‘’Gift Card or discount code’’ field before the Payment is completed. The reduction (amount or percentage) will be applied automatically on the Subtotal before taxes. Each discount code may have its own condition(s), expiration date and limitation of use.

Discount codes cannot be combined with gift cards, items on sale or on clearance items. Shipping fees and duty fees are excluded.

Volume Discounts: If you require multiple items and the total is over USD 1,000.00 for Products Sold & Fulfilled by ShopsRobot, please ask for a quotation through our Support Center. We will determine if a discount can be provided or not. At that time, the nature of your order, any repeat business and the possibility of an ongoing partnership will all be evaluated in order to offer you the best possible price.

For Products Sold & Fulfilled by Vendors of the ShopsRobot Marketplace, Vendors may offer volume discounts for their products. If a discount is available for multiple items, the discount will be applied in the checkout process. ShopsRobot is not responsible for volume discounts offered by vendors on Marketplace products.

Warranty

Vendors ship Products in the condition they were received from the original manufacturer/distributor. Vendors do not conduct testing before shipping any Product.

Products are covered by warranty terms offered by their respective manufacturer. Physical damage to any Product purchased on the Site will effectively void the manufacturer’s warranty; physical damage includes but is not limited to improper handling and/or any other type of damage sustained by irregular use.

During the warranty period, return shipping fees for defective products are only covered by ShopsRobot within the first 30 days after receiving the product in the contiguous United States. After this delay, the customer is responsible for shipping defective products back to ShopsRobot for product exchanges or repairs. Shipping the new or repaired product back to the customer will be covered in the contiguous United States.

For international customers, shipping fees are not included. You will be required to pay all shipping costs and duties for all exchanges or repairs if needed.

*Marketplace vendor warranty may differ from ShopsRobot’s warranty conditions.

Robot Kits: It is important to note that only defective components will be replaced. We advise you to carefully read the construction instructions that come with robot kits and ensure that you understand them before commencing construction. Work carefully on a clean table and take regular breaks in order to maintain your concentration. Manufacturers provide the necessary instructions for proper construction of their robot kits and can not be held responsible for errors or mistakes made by Customers while building the Product.

Disclaimer

PRODUCTS SOLD BY ShopsRobot AND CERTAIN NON-MANUFACTURER VENDORS ARE NOT MANUFACTURED BY THEM. IN SUCH CASE, THE MANUFACTURERS’ WARRANTIES ARE PROVIDED BY THIRD-PARTY COMPANIES AND HAVE THEIR OWN SET OF TERMS AND CONDITIONS. UNLESS IN CONNECTION WITH PRODUCTS IT MANUFACTURES, ShopsRobot WILL NOT BE RESPONSIBLE FOR ANY TERM, GUARANTEE, REPRESENTATION, OR WARRANTY GIVEN BY A THIRD-PARTY MANUFACTURER. NON-MANUFACTURER VENDORS ASSIGN AND PASS THROUGH TO THE CUSTOMER ANY MANUFACTURER WARRANTY AND CUSTOMER ACKNOWLEDGES THAT IT SHALL HAVE RECOURSE ONLY UNDER SUCH WARRANTIES AND ONLY AS AGAINST THE MANUFACTURER OF THE PRODUCTS. ShopsRobot (EXCEPT IN CONNECTION WITH PRODUCTS IT MANUFACTURES) AND NON-MANUFACTURER VENDORS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO PRODUCTS EXCEPT THOSE STATED IN THESE CONDITIONS.

EXCEPT FOR THE WARRANTIES SPECIFICALLY GRANTED IN THEIR MANUFACTURER CAPACITY (AS THE CASE MAY BE) AND THOSE WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, AND TERMS THAT MAY NOT BE LEGALLY EXCLUDED, ShopsRobot AND OTHER VENDORS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, AND TERMS, AS TO ANY SUCH PRODUCT, WHETHER EXPRESS OR IMPLIED BY STATUTE, LAW, TRADE USAGE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY NON-EXCLUDABLE RIGHT OR REMEDY YOU HAVE UNDER ANY LAW. ANY DISCLAIMER, EXCLUSION, OR LIMITATION AS PROVIDED FOR IN THESE TERMS APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHT OR REMEDY.

Limitation of Liability

IN ALL CIRCUMSTANCES ShopsRobot’S AND THE VENDORS’ MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS SOLD. ShopsRobot AND THE VENDORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS THEY SELL WHICH EXCEEDS THIS LIABILITY LIMIT. ShopsRobot AND THE VENDORS SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, SPECIAL DAMAGES OR EXEMPLARY DAMAGES, WHETHER OR NOT ShopsRobot AND THE VENDORS HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.

Technical Support

ShopsRobot hosts the ShopsRobot Community, which is a series of community-led forums located at https://www.ShopsRobot.com where Customers may obtain technical support and access content provided by Product manufacturers, third-party Vendors and Product end-users. Access to and use of the ShopsRobot Community is not governed by the Conditions, but rather by terms and conditions accessible at https://www.ShopsRobot.com/terms-of-service

ShopsRobot posts the information Product manufacturers or third-party Vendors provide to us. You might want to contact the manufacturer directly for accurate answers to your technical questions or for additional information or specifications that are not posted on the Site.

Pricing

All prices indicated are in American currency (USD).

The prices indicated do not include taxes or shipping and handling fees (if applicable).

Our prices may vary or change, without notice, in response to price changes from our suppliers or manufacturers. Our prices might contain typographical errors. If an error should occur, we reserve the right either to honour that price, or suspend the order and inform the Customer of the reason for such an error and correct the situation by asking the Customer whether the order should stand at the revised price or be cancelled.

Payment Methods

An order is not binding upon ShopsRobot until it is accepted. ShopsRobot must receive payment before it will accept an order unless otherwise agreed upon in writing. Unless otherwise specified, payment for the ordered product(s) is due prior to shipment.
If your order includes backordered products, payment for the entire order will be processed during checkout, and the order will be shipped once all items are available. This ensures that stock is reserved for you for the arrival of our next shipment. If you prefer to receive the available products immediately, we recommend placing separate orders.

Credit card: In order to pay by credit card, you will be required to enter your credit card number with the date of expiry once you reach Checkout. We accept Visa, MasterCard, American Express (Amex), Discover and Diners Club credit cards. If you would like more information concerning our secure payment method, please read the Security & Privacy section.

We do perform screening checks for all credit card transactions. Please make sure your address and phone number match those associated with your credit card account in order to avoid any delays. The majority of orders paid by credit cards are processed and confirmed on the same day. If we have questions or need a confirmation, we will contact you.

Express Checkout: You can choose an Express Checkout method to complete your order during the Checkout process. These accelerated checkout options can automatically fill your credit card information and/or shipping address, allowing you to add your payment information quickly if you already have an account configured with one of the following services:

Paypal
Shop Pay
Google Pay
Apple Pay (only supported on Apple Devices)
Meta Pay (for USA-based customers only)
Please note that payments made through one of these Express Checkout options may be processed immediately, even if, for some reason, we are not in position to ship immediately (because the item is out of stock, for example).

Certified check or money order: It is possible to pay for your order with a certified check issued by your Canadian or U.S. bank, or via money order (either domestic money order issued by Canada Post or international money order issued by the United States Postal Service). You can choose this payment method at checkout. The Products ordered will be reserved for a period of 7 days, while we wait for the arrival of your certified check or money order. Your order will ship one week following receipt of your certified check or money order. This payment method is only available for shipping addresses in Canada and in the U.S.A.

Paypal: It is possible to pay via PayPal. You can choose this method during checkout. After clicking “Complete order”, you will be redirected to PayPal to complete your purchase. Please note that payments made through Paypal are processed immediately, even if, for some reason, we are not in position to ship immediately (because the item is out of stock, for example).

Wire Transfer: It is possible to pay by bank transfer. You can choose this method directly during checkout. The Products ordered will be reserved for you for a period of 7 days, while we wait for your payment. Transaction fees (USD 20) are applicable with this payment method for all orders under USD 500.

Purchase Orders: Purchase orders are only accepted for American Schools and governments. All purchase orders need to be on the school’s or government agency’s letterhead and signed by the purchasing department with an official purchase number on it. Terms: Net 30 days. We reserve the right to refuse or cancel any purchase order in the event an account has an outstanding balance.

Security

Security is ShopsRobot’s priority. All payments made on our site by credit cards are secured and processed by Shopfiy Payments’ service, which is certified Level 1 PCI DSS compliant.

All information is encrypted according to industry standards (Payment Card Industry Data Security Standard, PCI DSS). ShopsRobot’s website is powered by Shopfiy, and, by extension, PCI compliant. Shopfiy’s compliance covers all six PCI standard categories:

Maintain a secure network
Protect cardholder data
Maintain a vulnerability management program
Implement strong access control measures
Regularly monitor and test networks
Maintain an information security policy

Taxes

Some U.S. states may be charged sales tax based on the shipping address. If the shipping address is located in a jurisdiction where we are obliged to charge and collect sales tax, it will be indicated in your cart as well as in the checkout page.

Some taxes might be applied for orders shipped outside of U.S states. You may also have duties, taxes and/or custom fees charged upon delivery. These fees vary from country to country. You are responsible for paying these fees. If you refuse to pay them upon delivery, your package will be returned to us. Upon receipt, refund amount will be determined subsequent to the confirmation of shipping, return, as well as any applicable customs and storage fees

For more information, we strongly advise you to check with the customs department in your country about its import policies.

Privacy

ShopsRobot treats the privacy of its Customer seriously. ShopsRobot commits to process the personal information of its Customers in accordance with its Security & Privacy Policy.

By creating an account on the Site, you consent to receive communications from us concerning products in which you could be interested as well as for direct marketing purposes, marketing studies, feedback and opportunities about products, services, promotions and events or requests. You can withdraw that consent at any time by contacting our Data Protection Officer via email at the following address: bkggss@hotmail.com.

General Provisions

Governing Law and Jurisdiction

Except for consumers located in Canada, any dispute or claim relating in any way to your use of the Site, or to any products or services sold or distributed by ShopsRobot or through the Site be resolved by binding arbitration, rather than in court, except that you may initiate claims in small claims court if your claims qualify.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to bkggss@hotmail.com. We will review your claim and in the event we disagree with it, we will refer the matter to the American Arbitration Association (AAA) for arbitration under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. ShopsRobot will reimburse those fees for claims totaling less than USD 1,000 unless the arbitrator determines the claims are frivolous. Likewise, ShopsRobot will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitration will be conducted by telephone or based on written submissions, or in person at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

By using the Site you agree that the U.S. Federal Arbitration Act, applicable U.S. federal law, and the laws of the state of New York, United States, without regard to principles of conflict of laws, will govern these Conditions of Use and Sale and any dispute of any sort that might arise between you and ShopsRobot. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Conditions of Use and Sale.

For consumers located in Canada: These Conditions of Use and Sale and any dispute of any sort that might arise between you and ShopsRobot shall be governed by the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein, and any disputes will be submitted to the courts of competent jurisdiction of the judicial District of Montreal (Quebec). The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Conditions of Use and Sale.

For Customers located in the European Union, these Conditions of Use are subject to French law (with the exception of its conflict of law provisions), and the application of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded. If you are a consumer and your habitual residence is located in a country of the European Union, you also benefit from rights protecting you under the mandatory provisions of the law applicable in your country of residence. You agree to submit all disputes arising from the commercial relationship between you and us to the non-exclusive jurisdiction of the courts located in Paris, France, which means that for the application of these Terms of Use, you may bring an action to enforce your rights as a consumer, in France or in front of the competent jurisdiction in the European Union country in which you reside.

Severability
If any provision contained in these Conditions is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions hereof, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable Québec law.

Waiver
The failure of either party to require performance by the other party of any provision of these Conditions shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in these Conditions shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.

Entire Agreement
These Conditions, together with ShopsRobot’s invoice regarding the Products ordered by Customer, are the complete and exclusive agreement between ShopsRobot and Customer, and they supersede all prior or contemporaneous proposals, understandings, representations, conditions, warranties, and all other communications between ShopsRobot and Customer relating to the such Products purchases, whether oral or written. These Conditions may not be modified or supplemented by any prior course of dealings or trade by custom or usage.

Customer and ShopsRobot agree that these Conditions have been entered into and interpreted in English. Le client et ShopsRobot acceptent que ces Conditions d’utilisation et de vente soient rédigées et interprétées en anglais.

ShopsRobot Robot Shop Marketplace

Vendor Agreement

The ShopsRobot Marketplace is a service allowing vendors of robotics products to list their products (the “ Products ”) for sale to buyers (“Customers”) on the https://www.ShopsRobot.com website (the “ Marketplace ”) .

By checking the “I Agree” checkbox during your account setup after having read this ShopsRobot Marketplace Vendor Agreement (the “ Agreement ”), you, personally or on behalf of the business you represent (collectively, “ Vendor ”) are entering into a binding agreement with ShopsRobot inc. ( “ShopsRobot”) and agree to be legally bound by the terms and conditions of this Agreement.

1. Vendor qualification

1.1. Qualification. The Marketplace may only be used by parties (either physical persons or legal entities) who can legally form contracts under applicable law in their home jurisdiction. Vendor represents and warrants being legally authorized to sell the Products that it offers for sale on the Marketplace. ShopsRobot has sole discretion in the evaluation of Vendor’s suitability to participate in the Marketplace. ShopsRobot may, in its sole discretion, revise its eligibility criteria or terminate Vendor’s participation in the Marketplace, should ShopsRobot deem Vendor not to be eligible to participate in the Marketplace at any time.

1.2. Vendor Information and Representations. As part of the application process to be enrolled as a vendor on the Marketplace, Vendor must provide to ShopsRobot its personal or corporate name, phone number, physical and email addresses and the contact information of the individual responsible for managing Vendor’s account. Vendor represents and warrants that: (i) as a corporate entity and/or a business, Vendor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and of such other jurisdiction(s) in which its business is registered, as the case may be; (ii) Vendor has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations as set out in this Agreement; (iii) any information provided or made available by Vendor to ShopsRobot is, and will at all times be, true, accurate and complete; (iv) Vendor and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to, the lists maintained by the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (v) Vendor will comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement.

1. Vendor content

2.1. Property and License. Vendor retains the copyright to all content or information that can be the object of copyright and that Vendor uses to sell its Products on the Marketplace (the ” Vendor Content “). ShopsRobot agrees that it will never claim to be the owner or the author of the Vendor Content. However, by submitting Vendor Content, Vendor grants ShopsRobot a royalty-free, perpetual, irrevocable, non-exclusive, transferable, worldwide right and license to publicly display the Vendor Content on the Marketplace and on third-party advertising platforms and make any reproduction, reformatting or copy that is required to publicly display the Vendor Content on the Marketplace and/or on third-party advertising platforms, including making back-up copies.

2.2. Representations and Acknowledgment : Vendor acknowledges and/or represents that:

(a) it has the right to use the Vendor Content and that the Vendor Content does not violate the copyright, trademarks, trade secrets, patents, or any other personal or intellectual property right of any third-party;

(b) it is solely and fully responsible for the accuracy of the Vendor Content and bear full responsibility for any inaccuracy in the Vendor Content and any liability that may result therefrom; and

(c) the Marketplace is not a storage service and that the Vendor Content may be deleted from ShopsRobot’s servers. Consequently, Vendor is responsible to independently store and save any Vendor Content that Vendor wishes to preserve.

2.3. Removal of Vendor Content . Vendor may at any time request that Vendor Content be removed from the Marketplace. ShopsRobot may also decide to remove Vendor Content at its discretion, including if it believes that the Vendor Content infringes the intellectual property rights of any third-party or if it is libelous, defamatory, obscene, pornographic, abusive or otherwise illegal or offensive.

1. Prohibited, Questionable and Infringing Items and Activities

Vendor must not, in its use of the Marketplace:

(a) engage in fraudulent activities or to sell illegal, counterfeit or stolen items;

(b) violate the terms of this Agreement or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

(c) sell or offer for sale items that have been identified as hazardous to consumers and therefore subject to a recall;

(d) sell or offer for sale items prohibited by sanctions, embargoes, regulations or orders administered by any governments or agencies or sourced from any countries, entities, individuals targeted by such sanctions, embargoes, regulations or orders;

(e) provide any content including but not limited to text, images, videos or hyperlinks that are not directly part of a Product listing; or

(f) list any item or consummate any transaction that was initiated on the Marketplace that could cause ShopsRobot to violate any applicable law, statute, ordinance or regulation, or the terms of this Agreement.

1. Listing and selling of products on the marketplace

4.1. Products Sales and Fees and Billing.

(a) ShopsRobot charges to Vendor a service fee of 13% on the sale price, shipping and handling fees (the “ Service Fee ”) when a Product item sells on the Marketplace. The Service Fee is directly and automatically charged on the transaction.

(b) Vendor determines the country(ies) in which its Products are to be offered for sale on the Marketplace and Vendor must be able to demonstrate, to ShopsRobot’s satisfaction, its ability to sell and deliver its Products in such country(ies). For example, Vendor may be requested to provide verifiable addresses of warehouses from which Products sold in a certain country are delivered. ShopsRobot may, at its discretion, limit countries in which Vendor may sell Products on the Marketplace, which may be the result of a Marketplace-wide restriction regarding certain country(ies), of Vendor’s failure to demonstrate its capacity to effectively sell and deliver in such country(ies), or of a decision by ShopsRobot justified on other grounds.

(c) Vendor must provide valid bank account information with adequate currency coverage reflecting the territories where its Products are offered for sale on the Marketplace . Payments to Vendor by ShopsRobot following the completion of Products sales transactions as described in section 4.10 will be made by bank transfer only. ShopsRobot will remit the total amount collected from sales of Products sold and shipped during a 14-day period (set by ShopsRobot)(the “ Remittance Period ”), including shipping and handling fees and applicable taxes, less the Service Fee.

(d) If Vendor sells in only one country, remittances will be made in the selling currency of such country. If sales are made into 2 or more countries in North America, the remittances will be made in United States Dollars. If Vendor sells into 2 or more countries located in the euro area, remittances will be made in euros. In all such instances, the conversion will be made the same day, using the daily rate.

(e) ShopsRobot requires a minimum amount of USD 300 (or the equivalent in another currency) in sales during a Remittance Period before making a remittance to Vendor . If such minimum is not reached during a Remittance Period, the amount of sales achieved will be carried over to the next Remittance Period until the minimum is met.

(f) Vendor must also provide a valid credit card that ShopsRobot may use to collect any amounts due by Vendor that cannot be set-off from Product sales.

4.2. Listing Description. All listings on the Marketplace must be for sale transactions. By listing a Product on the Marketplace Vendor warrants that Vendor and all aspects of the Products comply with ShopsRobot’s listing policies, including:

(a) Vendor must accurately describe Vendor’s items and all terms of sale in Vendor’s Marketplace shop. Vendor’s Product listings may only include text descriptions, graphics, pictures, videos and other Vendor Content that are directly relevant to the sale of such Product. Products must be listed in an appropriate category;

(b) Vendor must provide ShopsRobot with error-free inventory information for all its Products offered on the Marketplace.

Vendor may fill its Product listings and descriptions using one of the supported methods (i.e. manually or by uploading a .CSV document from the vendor portal, or by using the ShopsRobot Marketplace API (the “ API ”).

4.3. Display of Product Listing . ShopsRobot will use commercially reasonable efforts to display Product information and pricing on the Marketplace. However, notwithstanding anything in this Agreement to the contrary, ShopsRobot reserves the right to not display any information concerning any Product which ShopsRobot, in its sole discretion, has determined is of a quality and nature inconsistent with ShopsRobot’s standards, or is otherwise deemed by ShopsRobot to be inappropriate or undesirable for listing on the Marketplace. Vendor understands and acknowledges that some or all of the Vendor’s information may unintentionally be omitted or incorrectly displayed on the Marketplace; under no circumstances will ShopsRobot be liable for any damages to Vendor arising out of any unintentional errors and/or omissions in the display of Vendor’s Product information on the Marketplace or of any Customer’s or other user’s use of the Marketplace.

4.4. Shop Policies. Vendor is urged to outline policies for its shop on the Marketplace. These policies must include information about shipping, returns and warranties. Vendor must create reasonable policies in good faith and must abide by such policies. ShopsRobot reserves the right to request Vendor to modify its policies when ShopsRobot determines that they do not comply with ShopsRobot’s minimum requirements.

4.5. Prices and Fee Avoidance. The price stated in each Product listing will be final and binding. Vendor may charge reasonable shipping and handling fees to cover the costs for packaging and delivering an item as well as sales taxes (if applicable), which will be added to the selling price. Vendor may not alter the item’s price or apparent price in any manner for the purpose of avoiding or minimizing the Service Fee. Vendor may not contact a Customer other than through the messaging tool within the vendor portal when discussing any aspect of an item listed for sale on the Marketplace.

4.6. Claims and Chargebacks. Vendor agrees to collaborate with, and deliver to, ShopsRobot all the information needed in a format and manner specified by ShopsRobot following the initiation of a claim or any chargeback or other dispute by a Customer concerning a Product purchase on the Marketplace. If Vendor fails to collaborate or provide information to ShopsRobot as set out above or if the claim, chargeback, or dispute is confirmed not to have been caused by: (i) credit card fraud for which ShopsRobot is responsible; or (ii) ShopsRobot’s failure to make the Product information available in the same manner as was entered manually or uploaded by Vendor or was received via the API, then Vendor will promptly reimburse ShopsRobot the full amount of the Customer purchase and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by ShopsRobot.

4.7. Delivery Errors, Nonconformities or Recalls. Vendor is solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of its products, except to the extent caused by ShopsRobot’s failure to make available to Vendor order shipping information. Vendor is responsible for any non-conformity or defect in, any public or private recall of, or safety alert regarding any of its Products or other items or products provided in connection with its Products. Vendor will notify ShopsRobot promptly as soon as Vendor has knowledge of any public or private recalls, or safety alerts regarding its Products.

4.8. Cancellations, Returns, and Refunds. Vendor is responsible for processing all Customer order cancellations and Product returns. Vendor’s return and refund policies for Products sold through the Marketplace will be no less favorable to Customers than the most favorable policies offered on its website or on other channels for such Products and will be no less than 30 days of receipt date. Vendor has 3 days to respond to a Customer refund request and confirm reception of Products returned by Customers. If no actions have been taken by Vendor after this period, ShopsRobot will take action on the matter and process the refund if deemed necessary and charge it to Vendor’s account. No other forms of off-Marketplace refunds can be accepted or offered by Vendor. ShopsRobot will retain 3% of the Service Fee as a refund administration fee for orders which have already shipped. The complete Service Fee will be reimbursed to Vendor only on orders that were cancelled prior to shipping.

4.9. Special Products. Upon prior approval of ShopsRobot, Vendor will have the possibility of selling certain Products that are obtained and/or manufactured upon request or on-demand as non-cancelable/non-returnable (“ Special Products ”). When a Product is classified as Special Product, a clear indication to that effect will be made on that Product’s description on the Marketplace so that Customers are made aware of the applicable restrictions before making the transaction, that the Product may not be cancelled, returned or rescheduled without the written consent of both Vendor and ShopsRobot.

4.10. Order Fulfillment Policy .

(a) Orders Process. All purchase-sale transactions on the Marketplace occur between Vendor and the Customers (at the exclusion of ShopsRobot) and Vendor is the “seller of record”. ShopsRobot only acts as a platform provider and marketplace facilitator and is not a party to the purchase and sale transactions occurring between Vendor and Customers. Customers will place orders (the “ Orders ”) using the Marketplace checkout system and ShopsRobot, as “merchant of record”, will collect the proceeds from such transactions on behalf of Vendor. Vendor hereby authorizes ShopsRobot to accept payment from Customers for purchases of Products on behalf of Vendor so that when a Customer pays ShopsRobot, it will be construed as if the Customer had paid Vendor directly and ShopsRobot will hold such funds on behalf of Vendor subject to the terms and conditions of this Agreement. ShopsRobot will electronically transmit to Vendor the information that is necessary to fulfill the Orders and ShopsRobot will send an automated email message to each Customer confirming receipt of an Order.

(b) Order Fulfillment. Once ShopsRobot has transmitted an Order to Vendor, Vendor will, at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping the Products sold and updating shipping status information. All Product Orders must be shipped using a method providing a tracking number. All Orders must be shipped within 72 hours of Order confirmation except for Products with longer handling times as it may occur with Special Products. Special handling time will need to be indicated in the Product listing on the Marketplace.

4.11. Risk of Loss . Except as expressly specified otherwise in this Agreement, Vendor will bear all risks associated with, or related to, any Product purchased by a Customer through the Marketplace, including but not limited to Product defects, non-delivery, mis-delivery, theft, mistake or Customer fraud. Vendor will be responsible to ensure that all Products are shipped in compliance with all applicable laws and regulations, including but not limited to hazardous materials laws and regulations.

4.12. Parity with Vendor’s Other Sales Channels. Vendor agrees to maintain parity between the Products it offers through its other sales channels and the Products it lists on the Marketplace in regard to the following: purchase price, special offers and public promotions, customer service/support level, refunds and any other terms of sale. Terms offered by Vendor on the Marketplace must be as favorable as the most favorable terms offered by Vendor on its other sales channels.

4.13. Credit Card Fraud. ShopsRobot will bear the risk of credit card fraud for the original information as received on the Marketplace as at the time of the transaction. “Credit card fraud” means the fraudulent purchase of a Product arising from the theft and unauthorized use of a third party’s credit card information. Vendor will bear all other risk of fraud or loss, including in the situation where the shipping address and any other information are changed after the transaction or an order is not fulfilled strictly in accordance with this Agreement or incorrectly. ShopsRobot may, at its discretion, withhold for investigation, refuse to process, restrict shipping destinations for, interrupt, and/or cancel any of Vendor’s transactions.

4.14. Customer Service. Vendor will be responsible for all Customer service, except for issues related to payment. In performing such Customer service, Vendor will always represent itself as a separate entity from ShopsRobot, and use trained and diligent Customer service agents acting in such a way as not to bring the reputation or good name of ShopsRobot into disrepute. Vendor will solely provide service to Customers using the vendor portal messaging tool at the exclusion of other communication methods.

1. Tax Matters

As a marketplace facilitator, ShopsRobot is responsible to calculate, collect, remit, and refund sales tax on sales sold by the Vendor for transactions destined to states / countries where the Marketplace is compliant.

1. Export Control

6.1. Compliance . ShopsRobot is committed to compliance with all governments export regulations and laws and will not sell or ship to countries, organizations or individuals identified by, but not limited to, the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority (the “ Governments Export Regulations and Laws ”). Furthermore, ShopsRobot prohibits the re-export, brokering or transshipment of the Products to any individual, organization or country prohibited by the Governments Export Regulations and Laws. The sale, resale or other disposition of any Products, and any related technology or documentation, are subject to the export control laws, regulations and be subject to the export and/or import control laws and regulations of other countries. Vendor agrees to comply with all such laws and regulations. Vendor further acknowledges that it will not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Vendor acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

6.2. Export Classification Disclaimer. In the event of any export or re-export of Products, then Vendor, as the exporter of record, will be responsible for determining the correct classification of any item at the time of export.

6.3. Duties. Customers that purchase products on the ShopsRobot websites to be shipped to the USA, Canada and Europe do not have duties to pay upon delivery. If Vendor sells into one of these regions on the ShopsRobot Marketplace, it must ship packages all taxes and duties paid. The customers must not be charged extra fees upon delivery. In the event that ShopsRobot is informed of extra charges by a customer, the Vendor account may be suspended.

1. Confidentiality & Privacy

7.1. Transactions information. During the term of this Agreement, Vendor may receive information relating to ShopsRobot or to the Marketplace provided, including but not limited to Customer transactions and communications (the ” Confidential Information “). Vendor agree that:

(a) All Confidential Information will remain ShopsRobot’s exclusive property;

(b) Vendor will use Confidential Information only as is reasonably necessary to fulfill its obligations in connection with the Products it offers on the Marketplace;

(c) Vendor will not otherwise disclose Confidential Information to any unauthorized third party; and

(d) Vendor will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

7.2. Customer Information. As part of a transaction, Vendor may obtain order-related information about Customers, including email and physical addresses, phone number and shipping information. Without obtaining prior permission from the Customer or ShopsRobot, such information must only be used for the specific transaction Vendor received it for or for ShopsRobot’s own communications. Vendor acknowledges that the receipt of such information does not amount to granting Vendor the authorization to use the information to send unsolicited commercial messages or to encourage transactions that do not originate from, or close on, the Marketplace . Without limiting the foregoing, without express consent from ShopsRobot or the Customer, Vendor is not authorized to add any of the personal information of any Customer to its email or physical mailing lists or other marketing databases .

7.3. Vendor Information. ShopsRobot will not sell or disclose Vendor’s information to third parties. ShopsRobot stores and processes Vendor Content on distributed computers worldwide that are protected by advanced physical as well as technological security.

1. ShopsRobot Indemnification

8.1. Indemnity . Vendor must indemnify, defend and hold harmless ShopsRobot, its affiliates, subsidiaries, related entities, and their officers, directors, employees, agents, successors and assigns from and against any claims demands, liabilities or losses, damages, and expenses (including reasonable attorneys’ fees and costs) including but not limited to the following based upon:

(a) any product liability or similar claims arising or resulting from the use of any Product, including claims seeking damages for personal injury or property damage arising from or in relation to Products, and any claim concerning a Product’s recall or otherwise defective or unsafe Product(s) (including design or manufacturing defects);

(b) any intentional misconduct or negligence by Vendor or its employees or agents in performing its obligations under this Agreement;

(c) any third-party claim that a Product, or any part thereof, infringes or misappropriate any intellectual property right of a third-party;

(d) the failure or alleged failure of Products to comply with Product specifications or with any express or implied warranties of Vendor;

(e) the violation or alleged violation of any law, statute or governmental ordinance due or related to the manufacture, possession, shipment, labeling, packaging, use or sale of any Products;

(f) any actual or alleged unfair business practices, false advertising, misrepresentation or fraud resulting from Product information provided by Vendor and disclosed by ShopsRobot;

(g) any breach or alleged breach of a Vendor representation or warranty or any other provision of this Agreement by Vendor;

(h) any assessment of sales or use tax (including any interest and penalties thereon) made by an applicable tax jurisdiction against ShopsRobot in connection with the sale of a Product pursuant to this Agreement.

8.2. Claims Handling . If a credible claim is made or threatened, for which ShopsRobot is entitled to indemnification from Vendor including without limitation the filing of a lawsuit against ShopsRobot, or the receipt of a demand or notice by ShopsRobot or ShopsRobot elects to defend any claim for which ShopsRobot is entitled to indemnification:

(a) ShopsRobot will have the right to engage counsel of its choosing that ShopsRobot deems, in its sole discretion, to be necessary for a competent defense of the suit;

(b) ShopsRobot will pay all legal fees and expenses incurred in defense of the claim or suit as they become due. Vendor must reimburse ShopsRobot for such fees and expenses within thirty (30) days from date of invoice or debit memo from ShopsRobot. After thirty (30) days, ShopsRobot will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by ShopsRobot to Vendor. This will not apply to any judgment or settlement amount, which amounts ShopsRobot will be entitled to notify, invoice or debit Vendor’s account at any time.

(c) In the event a claim is made or a suit is filed directly against ShopsRobot, and ShopsRobot is defending such claim or suit, then ShopsRobot, in its sole discretion, may settle the claim or suit. If Vendor is defending the claim or suit, Vendor may not settle the claim of suit absent the written consent of ShopsRobot unless such settlement (a) includes a release of all claims pending against ShopsRobot, (b) contains no admission of liability or wrongdoing by ShopsRobot, and (c) imposes no obligations upon ShopsRobot other than an obligation to stop selling any infringing items. ShopsRobot agrees to provide reasonable assistance to Vendor, at Vendor’s expense, regarding such claim or action.

8.3. Notice. If a credible claim is made or threatened for which ShopsRobot is entitled to indemnification from Vendor, including without limitation the filing of a lawsuit against ShopsRobot, or the receipt of a demand or notice by ShopsRobot, or ShopsRobot elects to defend any claim for which ShopsRobot is entitled to indemnification ShopsRobot will use reasonable efforts to notify Vendor promptly of any such party claim for which ShopsRobot believes Vendor should indemnify and defend ShopsRobot under this Section. However, ShopsRobot’s failure to provide such notice or delay in providing such notice will relieve Vendor of its obligation only if and to the extent such delay or failure materially prejudices Vendor’s ability to defend such claim.

1. limitation of liability

EXCEPT FOR WILLFUL OR GROSSLY NEGLIGENT BREACHES OF ANY OBLIGATION UNDER THIS AGREEMENT, BREACHES OF ANY CONFIDENTIALITY OBLIGATIONS, THE FULFILLMENT OF ANY INDEMNITY OBLIGATIONS AND AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL ShopsRobot, OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ShopsRobot’S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES PAID TO ShopsRobot UNDER THIS AGREEMENT. ShopsRobot WILL HAVE NO LIABILITY TO ANY PARTY FOR ANY INTERNET OR TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS OR THIRD-PARTY INTERFERENCE THAT MAY INTERRUPT OR DELAY ACCESS TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES.

1. term and Termination

10.1. Term and Termination . The term of this Agreement will start on the date of its completed registration for the Marketplace and continue until terminated by ShopsRobot or Vendor. ShopsRobot may terminate or suspend this Agreement for any reason at any time by notice to Vendor. Vendor may terminate this Agreement for any reason at any time.

10.2. Effect of Termination . Upon termination, (i) ShopsRobot will pay to Vendor all amounts held on behalf of Vendor, less any applicable Service Fee and the amount of all pending refunds due by Vendor to ShopsRobot and any pending claims; and (ii) all rights and obligations of the parties under this Agreement will terminate, except Sections indicated under Section 10.3.

10.3. Survival . The provisions of Sections 2, 3,4.6, 4.7, 4.8, 4.11, 6, 7, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement.

1. general provisions

11.1. Force Majeure. ShopsRobot will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

11.2. Relationship of Parties. Vendor and ShopsRobot are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between both parties. Vendor will have no authority to make or accept any offers or representations on ShopsRobot’s behalf. This Agreement is intended to be and is for the sole and exclusive benefit of ShopsRobot, Vendor, and the Customers.

11.3. Idea Submissions. ShopsRobot considers any unsolicited suggestions, ideas, proposals or other material submitted by Vendor or otherwise (the ” Material “) to be non-confidential and non-proprietary, and ShopsRobot shall not be liable for the disclosure or use of such Material. Any communication by Vendor to ShopsRobot is subject to this Agreement. Vendor hereby grant and agree to grant ShopsRobot, under all of its rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any products or services, without compensation or accounting to Vendor and without further recourse by Vendor.

11.4. Governing Law and Jurisdiction . This Agreement is governed by the laws of the province of Quebec and the laws of Canada applicable therein (without regard to conflicts of law principles). The parties irrevocably submit all disputes arising out of or relating to this Agreement to Quebec courts of the judicial district of Terrebonne.

11.5. Attorneys’ Fees . In the event of any litigation between the parties hereto, the losing party will pay the prevailing party’s cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys’ fees and disbursements. Any such attorneys’ fees and other expenses incurred by either party in enforcing a judgment, and such attorneys’ fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.

11.6. Assignment. Neither this Agreement, nor any rights granted hereunder, may be assigned by either party voluntarily or by operation of law without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, ShopsRobot may assign this Agreement without Vendor’s prior consent to any affiliate of ShopsRobot, in connection with corporate reorganization, or in connection with the sale of all or substantially all of ShopsRobot’s business or assets (whether by merger, sale of assets, sale of stock or otherwise). Any attempted assignment in violation of this section will be null and void. This Agreement inures to the benefit of, and be binding upon, any successor or valid assignor of either party.

11.7. Non-Waiver . The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provisions hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or a waiver of any other provision hereof.

11.8. Severability . A judicial determination that any provision of this Agreement is invalid, in whole or in part, shall not affect the enforceability of those provisions unaffected by the finding of invalidity.

11.9. Entire Agreement and Modification . This Agreement, including any addenda attached hereto and fully incorporated herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior or contemporaneous written or oral communications or agreements between the parties hereto respecting the subject matter hereof, including but not limited to any terms and conditions contained on any pre-printed forms, purchase orders, purchase order acknowledgement and invoice. ShopsRobot may amend any of the terms or conditions contained in this Agreement at any time and solely at ShopsRobot’s discretion by posting a new version of the Agreement and obtain Vendor’s acknowledgement thereof electronically or otherwise. If Vendor does not agree to any posted changes, Vendor should not continue to list and sell Products on the Marketplace and terminate this Agreement as set out above.