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IVVI INC.

AGREEMENT TERMS AND CONDITIONS

These are the terms and conditions (the “Terms”) governing the Ivvi Inc. (“Ivvi”) Merchant E-Commerce Agreement (the “Agreement”). When used herein, the terms “Influencer” “Merchant” and “you” refer to the person(s) entering into the Agreement with Ivvi and “Parties” means both Ivvi and the Influencer or Merchant. By using ivvi panel, you agree to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).

Any capitalized terms used herein and not defined shall have the meaning set out in the Agreement.

• Services. Ivvi will perform the Services set forth in the Agreement entered into by and between Ivvi and Influencer or as otherwise agreed to in writing between Ivvi and Influencer.

• Fees.

1. 1. 1. Payment. Influencer authorizes Ivvi to deduct the Fees and any applicable taxes from payments collected for products ordered through the online shopping portal provided by Ivvi.  The remainder of amounts collected by Ivvi will be paid to the Influencer on a monthly basis according to ivvi payment plan.

      2. Expenses. Influencer shall reimburse Ivvi for all expenses included in the Agreement or which are approved in writing by the Influencer.

      3. Website Development Costs.  As part of the Services, Ivvi will cover the costs for its standard website development template.  Any additional customization requested by the Influencer will be at an additional cost based on a quote to be provided by Ivvi and approved by the Influencer.  In addition, Influencer agrees that if Influencer ceases to fulfil the Influencer Responsibilities set forth in the Agreement during the Initial Term, it shall reimburse Ivvi for its standard costs to create the Influencer website.

      4. Wholesale Inventory.  Any additional inventory products that will be requested and held by the Influencer will be at an additional cost based on a quote to be provided by Ivvi and approved by the Influencer.

      5. Transaction Fees. Any transactional fees from service providers like Shopify or Paypal will be deducted from the Influencer’s revenue. 

• Term. Ivvi’s engagement shall commence on the date the Agreement is last signed (the “Effective Date”) and shall continue for a period of 12 months (the “Initial Term”), unless earlier terminated in accordance with Section 4 below and shall be automatically renewed for successive one-year renewal terms (each a “Renewal Term”), unless any party gives notice in writing to the other parties of its desire to terminate the Agreement not less than thirty (30) days prior to the end of the Initial Term or any Renewal Term.

• Termination. The Agreement may be terminated on the occurrence of any of the following:

1. 1. by either party if the other party fails to perform any of its obligations, or there is a material breach by a party of any of the provisions of these Terms, and the breaching party fails to cure such default within five (5) days from receipt of notice of such default from the non-breaching party;

   2. by either party upon the bankruptcy or insolvency of the other party, or the filing against such party of a petition in bankruptcy, or the making of an assignment for the benefit of creditors by such party, or the appointment of a receiver or trustee for such party or for any assets of such party, or the institution by or against such party of any other type of insolvency proceeding under the Bankruptcy and Insolvency Act (Canada) or otherwise;

   3. by the parties upon written mutual agreement;

   4. by Ivvi at any time upon thirty (30) days prior written notice to the Influencer of its desire to terminate the Agreement; and

   5. by the Influencer at the end of the Initial Term upon thirty (30) days prior written notice to Ivvi of its desire to terminate the Agreement.

• Events Upon Termination. Upon termination of this Agreement:

1. 1. 1. each party shall either return to the other party or destroy any Confidential Information (as hereinafter defined) of the other party in their possession as of the date of such termination;

      2. Influencer shall pay to Ivvi any Fees and/or Expenses incurred up to the date of termination; and

      3. the provisions of these Terms regarding Fees, Confidentiality, Intellectual Property, Warranty, Limitation of Liability, Indemnity, and Miscellaneous shall continue in force following termination of the Agreement.

• Confidentiality. Each party acknowledges that during the Term, they may acquire knowledge and/or information relating to the business, procedures, or other proprietary information of the other party, all of which is confidential to such party (collectively, “Confidential Information”). Each party hereby covenants and agrees to treat the Confidential Information in the strictest confidence, and shall take reasonable precautions to ensure confidentiality of, all Confidential Information, whether verbal, written, electronic or visually observed and whether or not expressly advised of the confidentiality of the information.  The parties agree not to disclose or permit disclosure of same to any third party either during or after the Term, and will not directly or indirectly use, copy, store or disclose the Confidential Information other than as is required to perform duties hereunder.

• Intellectual Property. The parties hereto agree that Ivvi retains all rights, title and interest (including any intellectual property rights) in and to all of the Services and the Ivvi brand, including reversionary interests and rights of renewal in and to the copyright to the Services, including the right to create derivative works which modify or alter the Services, and all patent and design right to the Services, including the right to file patent applications.  For greater clarity, Ivvi retains all rights, title and interest in all website design templates and may use the same templates and designs for any other clients. Ivvi grants a non-exclusive license to the Influencer to use such design templates for the duration of the Initial Term or any Renewal Terms. Influencer retains all rights, title and interest (including any intellectual property rights) in and to its brands. The Influencer represents and warrants that any intellectual property used by the Influencer and provided to Ivvi is owned or validly licensed by the Influencer and such intellectual property does not infringe on any third-party rights. The Influencer grants a limited, non-exclusive license to Ivvi to use such intellectual property for the fulfillment of the Services and to use the Influencer names, likenesses, photographs, brands and video content for the purposes creating and publishing Ivvi promotional materials, press releases or other forms of media to increase awareness of the Influencers.

• Warranty.

Disclaimer of Warranties. THE SERVICES AND DELIVERABLES ARE PROVIDED BY IVVI ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IVVI DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE.

• Release and Limitation of Liability. Except as specifically set forth in Section 9 hereof, to the maximum extent permitted by applicable law, Influencer hereby expressly and irrevocably releases and forever discharges Ivvi, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or in equity which Influencer ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of the provision of the Services save and except for any of the same arising out of a breach of this Agreement by Ivvi. In no event shall Ivvi be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Services (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever; (ii) to provide substitute goods or services (however arising); or (iii) for any direct damages in excess of (in the aggregate) the amounts paid to Ivvi by the entity claiming liability against Ivvi within the three (3) months immediately preceding the date on which such liability is alleged to have arisen.

• Indemnity. Subject to the terms of Section 10 hereof, each party agrees to indemnify and save harmless the other from and against any and all claims, actions, damages, cost and losses (“Claims”) which the other party suffers or incurs resulting from the breach of any of such party’s obligations, covenants, representations and warranties under these Terms, including all costs and expenses, including legal fees and disbursements on a solicitor and client basis. Influencer agrees to indemnify and save harmless Ivvi for any Claims which may at any time arise out of its relationship with Ivvi hereunder to the extent to which (i) the Influencer or its affiliates, by their actions, have generated a claim that Ivvi is liable for the Influencer’s or its affiliates’ acts, whether or not such acts were, in and of themselves, otherwise justified; or (ii) there is a Claim which may otherwise be imposed on, incurred by, or asserted against Ivvi in any way relating to or arising out of the provision of the Services hereunder, or any action taken or omitted by Influencer or its affiliates in connection with any of the foregoing, provided that Influencer shall not be liable for any Claims resulting primarily from Ivvi’s breach of its obligations, covenants, representations or warranties under this Agreement.

• Withholding of Services and/or Deliverables. Ivvi reserves the right to withhold all or part of the Services in the event that any Fees and/or Expenses properly due and owing have not been paid by or on behalf of Influencer.

• Notices. Any notice given by one party to the other shall be sufficiently given if (a) personally delivered or couriered, (b) mailed by registered mail, or (c) sent by facsimile or other electronic transmission, and shall be deemed to be received by the recipient on the third business day after mailing, if sent by registered mail, and on the day of delivery if delivered or sent by facsimile. Such notices shall be sent to the parties as follows:

To Ivvi at:

128 Fort York Blvd. Toronto, ON, M5V0E3

Attention: Taylor Klick

Contact Email: hi@influenceforimpact.com

to Influencer: at the address set forth on the signature page hereto, or such address as Influencer may communicate in writing to Ivvi from time to time

•  Miscellaneous.

1. 1. Independent Contractor. It is the intention of the Parties, and the Parties understand and agree, that Ivvi is an independent contractor, and neither Ivvi nor any of its representatives is an employee, agent, joint venturer or partner of the Influencer. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Influencer and Ivvi or any of its representatives, and neither party shall hold itself out as the agent, representative, or employee of the other nor contract or incur obligations in the name of the other.

   2. Conflict. In the event of any conflict between the terms of these Terms and the terms of this Agreement governed by these Terms, the provisions of the Agreement shall prevail.

   3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior agreements, negotiations and discussions of the Parties. There are no warranties, covenants, representations or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth herein.

   4. Execution. The Agreement may be executed and delivered by facsimile or electronic transmission, and upon receipt such transmission shall be deemed delivery of an original. The Agreement may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument regardless of their date of execution.

   5. Further Assurances. Each of the Parties hereto agrees to do and execute or cause to be made, done or executed all such further and other things, acts, deeds, documents, assignments and assurances as may be necessary or reasonably required to carry out the intent and purpose of this Agreement fully and effectually.

   6. Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective heirs, administrators, executors, successors and permitted assigns. Ivvi shall have the right to assign this Agreement to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Ivvi.  Influencer shall not assign or transfer, whether absolutely, by way of security or otherwise, all or any part of his rights or obligations under this Agreement without the prior consent of Ivvi, which may be arbitrarily withheld.

   7. Currency. Unless otherwise specifically indicated, all references to currency in these Terms or in this Agreement are referenced to Canadian dollars.

   8. Amendment and Waiver. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing both Parties. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

   9. Severability. In the event that any provision in this Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, the provision will be ineffective only to the extent of that restriction, invalidity or unenforceability, and all remaining provisions, or parts hereof, shall be and remain in full force and effect.

   10. Interpretation. Section numbers and headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

   11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of this Agreement shall be brought in the Courts of Ontario and the Parties hereby submit to the exclusive jurisdiction thereof.

Dispute Resolution. In the event that any dispute arises in relation to this Agreement, the Parties agree to meet and negotiate in good faith prior to commencing any further action with respect to such dispute. Thereafter, any dispute which arises herefrom shall be referred to mediation.