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Terms of Sale

IMPORTANT NOTICE: By placing an order to purchase products and/or services from Warehoos, including orders through its website (or any part thereof), the Buyers confirm that the Buyers have read, understood, and agreed to purchase the products and services from Warehoos on the terms and conditions set out herein, as amended from time to time by Warehoos

1.0 ACCEPTANCE OF TERMS AND CONDITIONS

1.1 - Warehoos Online Inc. and its subsidiary, related, or affiliated corporate entities or agents (collectively, “Warehoos”) is committed to providing the customers of Warehoos with excellent products and services in accordance with these Terms and Conditions.

1.2 - These Terms and Conditions, set out in these Terms and Conditions at the time of the Buyer’s purchase, will govern the terms and conditions of the purchase and sale of products and services purchased by customers who purchase products and services from Warehoos (individually, the “Buyer”, or collectively, the “Buyers”), including without limitation products and services provided to Buyers through the access and use of the website located at https://warehoos.com or the Warehoos app, or any component thereof, and any associated websites, platforms, or applications and content materials (collectively and each individually, the "Warehoos Platform"). Warehoos is entitled to amend, revise, modify, or replace in its entirety these Terms and Conditions, at the sole discretion of Warehoos, without prior notice to the Buyers.

1.3 - By purchasing products and services from Warehoos, the Buyer confirms acceptance of and is deemed to have accepted the terms and conditions of these Terms and Conditions, as may be amended from time to time by Warehoos. If a Buyer does not agree to these Terms and Conditions, the Buyer must refrain from purchasing products and/or services from Warehoos

2.0 ORDER PROCESSING

2.1 - If a Buyer places an order on a weekend (Saturdays and Sundays) or on a provincial or federal statutory holiday, Warehoos will receive the order on the next business day (i.e. a day that does not fall on a weekend or a provincial or federal statutory holiday) and thereafter will begin processing the order, including processing payment.

2.2 - Warehoos does not begin processing an order until Warehoos has received all necessary information to process the order and full payment for the order.

3.0 PRICES & TAXES

3.1 - Warehoos strives to ensure that the prices listed on the Warehoos Platform are accurate and current. Notwithstanding the foregoing, Warehoos reserves the right to change prices for the products and services displayed on the Warehoos Platform at any time without notice to the Buyers, including without limitation, changes made to correct errors that appear on the Warehoos Platform, or changes made for any other reason determined by Warehoos in its sole discretion. 2 {211868-03934034;2}

3.2 - The Buyer’s total order price for the order placed by the Buyer will include the following: a) the price of the products and services on the day of the Buyer’s order, plus; b) applicable sales tax or value added taxes, plus; c) applicable shipping charges.

3.3 - Warehoos reserves the right to change the taxes applicable to the Buyer’s orders to be in accordance with applicable law. Currently, the following taxes will be applied to all orders from Buyers: a) 13% HST will be added to orders within Ontario; b) 15% HST will be added to orders within New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island; c) 5% GST will be added to all other provinces, including British Columbia; and d) any other taxes applicable to the Buyer’s order.

4.0 SHIPMENT OF ORDER & SHIPPING COSTS

4.1 - Warehoos is able to deliver orders to Buyers located in the Metro Vancouver area. Warehoos will select the carrier for the shipment of the Buyer’s order and provide the particulars of that shipment to the Buyer.

4.2 - Warehoos reserves the right to determine and/or change the shipping costs applicable to Buyers’ orders in accordance with the weight or size of the shipment and the time within which the Buyer requests delivery.

4.3 - Warehoos strives to ship all Buyers’ orders for delivery as requested by the Buyer. Notwithstanding the foregoing, the estimated shipment date on the Buyer’s order is subject to change and/or cancellation due to:

a)  availability of the products and services ordered by the Buyer (see section 5.0 below);

b) payment processing and time required to process the Buyer’s order; and

c) any other factors that may be communicated to the Buyer as having an impact on timing of shipment.

4.4 - The estimated shipment date on the Buyer’s order is an estimate of when the Buyer’s order has been shipped from Warehoos. This estimated shipment date is not the estimated arrival date. If the estimated shipment date changes for any reason, Warehoos will contact the Buyer via telephone or email and provide a revised shipping date. The Buyer will not be entitled to any compensation, refund, or any other payments as a result of the shipping date being revised for any reason.

5.0 PRODUCT & SERVICE AVAILABILITY

5.1 - Shipment of orders will depend on the product and service availability and whether or not the supply of the purchased product or service is readily available at any given time. Warehoos strives to supply the Buyer with the products and services ordered by the Buyer; however, there may be occasions when Warehoos confirms orders but later determines that Warehoos cannot supply the ordered products or services either at all or in the quantities ordered. These occasions can include but are not limited to the following situations:

a) - when the products are no longer manufactured; or b) when the products are no longer available through Warehoos. 3 {211868-03934034;2}

5.2 - In circumstances where Warehoos cannot complete the order placed by the Buyer, Warehoos will contact the Buyer as soon as reasonably possible to inform the Buyer. In response, the Buyer may:

a) purchase alternative products or services from Warehoos (subject to any necessary cost adjustments); or

b) cancel the portion of the order that cannot be completed by Warehoos, and any other portion of the order, and receive a corresponding refund from Warehoos.

6.0 PAYMENT METHODS

6.1 - Warehoos allows the Buyer to pay for the Buyer’s orders through the Warehoos Platform using any of the payment methods described below:

6.1.1 Interac Debit: Warehoos accepts Interac Debit for payment of Buyers’ orders. If the Buyer wishes to make a purchase using Interac, Warehoos will need to process the payment before sending the order for shipment. As such, the Buyer will need to provide Warehoos with all necessary debit card information to process payment.

6.1.2 Credit Cards: Warehoos accepts American Express, Mastercard, and Visa for payment of Buyers’ orders. If the Buyer wishes to make a purchase using one of these credit cards, Warehoos will need to process the payment before sending the order for shipment. As such, the Buyer will need to provide Warehoos with all necessary credit card information to process payment.

6.1.3 Third Party Payment Platforms: Warehoos accepts Apple Pay, Google Pay, and Shop Pay for payment of Buyers’ orders. If the Buyer wishes to make a purchase using one of these third-party platforms, Warehoos will need to process the payment before sending the order for shipment. As such, the Buyer will need to provide Warehoos with all necessary information to complete the payment process through the third-party platforms.

7.0 PROMOTIONAL VOUCHERS AND GIFT CARDS AND WAREHOOS CREDITS

7.1 - Warehoos may issue a voucher for free from time to time for promotional, advertising, or marketing purposes for use on orders on the Warehoos Platform ("Promotional Vouchers").

7.2 - Promotional Vouchers may only be redeemed towards orders on the Warehoos Platform and may not applied to taxes or other items, fees, or charges as determined from time to time by Warehoos. Promotional Vouchers may have a specific dollar amount, may provide a percentage-based discount, or may have other effects such as making a charitable donation. The particular terms of a Promotional Voucher and any other rules that may apply are described in the information accompanying or in conjunction with the Promotional Voucher, including the social media post or advertisement where the Promotional Voucher was posted.

7.3 - Promotional Vouchers must be used in conjunction with a Warehoos customer account (an “Account”). Promotional Vouchers must be applied to an order by no later than the deadline specified on the Promotional Voucher and will expire if not applied by this time. If the Promotional Voucher provides for a discount on an order, an amount 4 {211868-03934034;2} determined by the rules of the Promotional Voucher will be credited to the order to which the Promotional Voucher is applied.

7.4 - The right to use a Promotional Voucher is personal to the original recipient and may not be transferred or assigned. No Promotional Voucher may be copied, reproduced, distributed, or published directly or indirectly in any form or by any means for use by an entity other than the original recipient, or stored in a data retrieval system, without Warehoos’ prior written permission. For greater certainty, Promotional Vouchers distributed or circulated without Warehoos’s written approval are not valid for use and may be refused or canceled. 7.5 Promotional Vouchers may not be used in conjunction with other vouchers or any other discounts or promotions provided or advertised from time to time unless otherwise stated.

7.6 - Promotional Vouchers may not be exchanged, redeemed, or refunded for cash.

7.7 - Warehoos will not be liable to the Buyer or any customer or household for any loss or claim arising out of the refusal, rejection, cancellation, or withdrawal of any Promotional Voucher or any failure or inability of a customer or household to use a Promotional Voucher for any reason.

7.8 - For greater certainty, Warehoos reserves the right, at any time and in its sole discretion, to add to or amend terms and conditions (including these Terms of Sale) in relation to the use of Promotional Vouchers or to vary or terminate the operation of a Promotional Voucher at any time without notice.

7.9 - Warehoos may grant the Buyer credit toward eligible products and services for sale on the Warehoos Platform as set out in these Terms and Conditions of Sale ("Eligible Purchases") in the form of a Warehoos gift card (a "Gift Card") or Warehoos credit ("Warehoos Credit").

7.10 - When the Buyer purchases a Gift Card, the Buyer purchases credit toward Eligible Purchases in a particular dollar amount and currency that is stored in an electronic form and linked to a unique gift card claim code ("Claim Code"). To use a Gift Card, the Buyer must log in to the Buyer’s Account and apply the Gift Card to the Buyer’s Account by entering the Claim Code on the Warehoos Platform. Warehoos Credit is credit toward Eligible Purchases in a particular dollar amount that is associated with a unique Account. The value of Warehoos Credit, including credit from any Gift Card applied to the Buyer’s Account, is referred to as the Buyer’s "Warehoos Credit Balance". When the Buyer applies a Gift Card to the Buyer’s Account, the Buyer’s Warehoos Credit Balance will be credited by the dollar value of the Gift Card, and the value associated with the Claim Code will be reduced to zero. Warehoos may issue Warehoos Credit to the Buyer for other purposes, including to refund a purchase that the Buyer has made.

7.11 - The Buyer’s Warehoos Credit Balance includes the total remaining balance of all Warehoos Credit that has been applied to the Buyer’s Account by way of any Gift Card or otherwise but not yet applied to a purchase. To check the Buyer’s Warehoos Credit Balance, the Buyer must log in to the Buyer’s Account. To check the balance of a Gift Card before it has been applied to a Account, the Buyer must review the email or 5 {211868-03934034;2} other document in which the Buyer received the Gift Card, where the face value will be printed.

7.12 - Warehoos reserves the right to restrict the use of Gift Cards and Warehoos Credit to comply with applicable law.

7.13 - The Buyer may not use Gift Cards or Warehoos Credit to purchase anything other than the Eligible Purchases and must used any Gift Card or Warehoos Credit in the currency in which it was paid or credited for.

7.14 - When the Buyer makes a purchase from the Buyer’s Account using Warehoos Credit, the value of the Warehoos Credit that the Buyer uses for that purchase will be deducted from the Buyer’s Warehoos Credit Balance. The Buyer may use Warehoos Credit to pay for all fees and costs on the order for Eligible Purchases, including but not limited to the cost of the products, shipping fees, and taxes. Any unused Warehoos Credit Balance will remain associated with the Buyer’s Account. If the cost of an order exceeds the Buyer’s Warehoos Credit Balance, the Buyer must pay the remaining amount with another payment method.

7.15 - Gift Cards and Warehoos Credit do not expire. There are no fees associated with purchasing, using, or redeeming Gift Cards or Warehoos Credit.

7.16 - The Buyer may not resell Gift Cards and Warehoos Credit except with the express written permission of Warehoos, use Gift Cards or Warehoos Credit for payment outside the Eligible Purchases, transfer Gift Cards or Warehoos Credit for value, return Gift Cards or Warehoos Credit for a cash refund, or redeem Gift Cards or Warehoos Credit for cash, except to the extent required by applicable law. A Gift Card cannot be reloaded. No portion of the Buyer’s Warehoos Credit Balance may be transferred to another Account or otherwise assigned or transferred to another person.

7.17 - The risk of loss and title for Gift Cards pass to the Buyer upon Warehoos’s electronic transmission of the Gift Card to the Buyer or designated recipient. The Buyer acknowledges that Warehoos is not responsible if any Gift Card is lost, stolen, or destroyed, if the Buyer’s Warehoos Credit Balance or any Gift Card is used without the Buyer’s permission, or if the Buyer loses access to the Buyer’s Account or any Warehoos Credit.

7.18 - Gift Cards and Warehoos Credit may be subject to any additional terms and conditions that will be specified in connection with the specific Gift Card and Warehoos Credit grant. Warehoos reserves the right to void any Gift Cards or Warehoos Credit, close any Account, and bill alternative forms of payment if it suspects that a Gift Card is obtained, used, or applied to an Account or Warehoos Credit is applied to a purchase fraudulently, unlawfully, or otherwise in violation of these Terms of Sale, or in a manner that abuses the Warehoos Platform. For greater certainty, to the extent permitted by law, Warehoos reserves the right, at any time and in its sole discretion, to add to or amend terms and conditions (including these Terms of Sale) in relation to the use of Gift Cards or Warehoos Credit.

8.0 RETURN AND REFUND POLICY

8.1 - Rejection of Visibly Damaged Products

8.1.1 - If the Buyer receives a delivery wherein the product is visibly damaged on the Buyer’s reasonable inspection of that delivery, the Buyer must refuse the delivery of the product and document and record the damage with the carrier and retain a copy of same. Warehoos will attend to filing a claim with the carrier (the “Claim”) and will attend to a new shipment of the Buyer’s order as soon as reasonably possible after the Claim has been filed and any necessary damage inspections have been completed. Upon request, the Buyer will cooperate with Warehoos and provide any necessary proof of damage to Warehoos (including photos), for its use in the Claim process.

8.1.2 - If the Buyer accepts deliver of visibly damaged products or fails to cooperate and assist with Warehoos’s Claim contrary to section 8.1, the Buyer accepts the products at the Buyer’s own risk and liability and the Buyer will not be entitled to any refund, return, or exchange of the products, or seek compensation of any kind whatsoever for any costs, damages, or expenses incurred by the Buyer in respect of or in connection with the damaged products

8.2 Damaged Product Not Visible on Reasonable Inspection

8.2.1 - If the Buyer receives a delivery wherein the products are damaged but did not appear to be damaged on the Buyer’s reasonable inspection at the time the Buyer accepted the delivery:

a) the Buyer must notify Warehoos of the defect or damage within 24 hours of accepting the delivery of the products by emailing info@warehoos.com;

b) the Buyer must provide to Warehoos proof of damage (including photos); and

c) the Buyer must make the packaging of the products readily available for inspection by Warehoos.

8.2.2 - If the Buyer has fulfilled all its obligations set out in section

8.2 - Warehoos will investigate the product and make a determination as to whether or not the product is indeed damaged or defective. In addition:

a) If Warehoos determines the product shipped to a Buyer is damaged or defective through the fault of Warehoos, Warehoos, at its expense, will ship another shipment of the same product to the Buyer as soon as reasonably possible, provided that the Buyer has returned the damaged or defective product to Warehoos within 72 hours together with the original invoice for the purchase of the product.

b) If Warehoos determines the product shipped to a Buyer is damaged or defective through no fault of Warehoos, Warehoos will repair the defect or damage to the product and ship the repaired product to the Buyer, provided that the Buyer authorizes the repair work and attends to payment of the repair work and the cost of shipping the product back to the Buyer. Warehoos will ship the repaired products back to the Buyer within seven (7) days after payment for the repair work has been received.

c) If the products remain in the possession of Warehoos for a period of 45 days after the Buyer is notified of repair options or if the repaired products remain in the possession of Warehoos for a period of 45 days after the repair work was complete, the Buyer is deemed to have abandoned the products and Warehoos will be entitled to use the products in any manner whatsoever, including repurposing, reusing, reselling, or discarding the product. In such circumstances, the Buyer will not be entitled to any refund, return, or exchange of the products or 7 {211868-03934034;2} seek compensation of any kind whatsoever for any costs, damages, or expenses incurred by the Buyer in respect of or in connection with the products.

8.3 Missing Components

8.3.1 - If the Buyer receives a delivery wherein the product is missing a component that was ordered, the Buyer must notify Warehoos of the missing component within 24 hours of accepting the delivery of the product by emailing info@warehoos.com. Upon notification within the deadline provided, Warehoos will investigate the product and make a determination as to whether or not the product is missing a component and if so, Warehoos, at its expense, will ship the missing component to the Buyer as soon as reasonably possible.

8.4 Return of Products

8.4.1 - If the Buyer wishes to return the product that the Buyer purchased from Warehoos, the Buyer may request and receive a full refund for the cost of the product (less shipping costs), if the Buyer meets all of the following criteria:

a) the Buyer notified Warehoos within 14 calendar days of receipt of the product that the Buyer wishes to return the product for a full refund, by emailing info@warehoos.com;

b) the Buyer returned the product to Warehoos within 14 days of the notification that the Buyer wishes to return the product for a refund;

c) the product is returned to Warehoos in the condition in which it was delivered to the Buyer, including its original box and packaging, unmarked and unopened, without any missing parts, including manuals and documentation that was originally shipped to the Buyer;

d) the Buyer paid for all shipping costs to and from Warehoos. For greater clarity, the Buyer must pay for the original shipment of the order, even though the shipment was returned; and

e) the Buyer attends to payment of the restocking fee (the “Restocking Fee”), which amount shall be:

(i) $50.00 plus 15% of the cost of the product for Buyers who do not have a valid Membership Subscription; or

(ii) $50.00 plus 5% of the cost of the product for Buyers who have a valid Membership Subscription.

8.4.2 - Provided the Buyer fulfils each of the requirements set out at section

8.4.1 - Warehoos will provide a refund equal to the cost of the product purchased less the Restocking Fee (as defined in section

8.4.1) - and such amount will be refunded to the Buyer using the Buyer’s original method of payment.

8.4.3 If the Buyer returns a product for refund and Warehoos receives the returned products in a condition that is different than what it was when the product was originally shipped to the Buyer for any reason (including the Buyer’s failure to properly package the products), Warehoos reserves the right to do any of the following, in its sole discretion:

a) charge to the Buyer the Restocking Fee (as defined in section 8.4.1) on any opened product that, despite being opened, still contains all components intact, which charge will be deducted from the refund amount to the Buyer; 8 {211868-03934034;2}

b) refuse a portion or all of the refund amount to the Buyer, if there is damage to the product, or if the products are returned to Warehoos in a condition that is different than the condition in which it was shipped to the Buyer for any reason whatsoever. For greater clarity, if the shipment of the products returned to Warehoos causes damage to the products, the Buyer forfeits its right to any refund; and/or

c) at the cost of the Buyer, return the products delivered to Warehoos.

8.4.4 - Notwithstanding any other term of these Terms and Conditions, Warehoos may in its sole discretion refuse to provide the Buyer with a refund in circumstances where the Buyer had notice at or before the time of purchase that the product was a final sale item or otherwise ineligible for any return, refund, or exchange.

8.5 Acceptance by Buyer

8.5.1 - Unless the Buyer notifies Warehoos of damage, defects, missing components, or returns and refund requests in accordance with these Terms and Conditions, the Buyer is deemed to have irrevocably accepted the delivery of the products purchased from Warehoos and confirms that the Buyer received the whole of the product purchased from Warehoos free of any damage, defects, or deficiencies of any kind whatsoever.

9.0 MEMBERSHIP

9.1 - The Buyer may subscribe to become member of Warehoos by creating an Account and purchasing a subscription with Warehoos on the Warehoos Platform (a “Membership Subscription”).

9.2 - The fees for the Membership Subscription (the “Subscription Fees”) are billed on a monthly basis in advance. By purchasing a Membership Subscription, the Buyer authorizes Warehoos to charge the Buyer the Subscription Fees until the Buyer cancels the Membership Subscription.

9.3 - The Buyer may cancel the Membership Subscription at any time by providing 15 days’ written notice of cancellation to Warehoos by emailing info@warehoos.com. Any cancellation will take effect the day after the last day of the current billing period.

10.0 ACCESS AND USE OF WAREHOOS PLATFORM BY CUSTOMERS

10.1 - The Buyer agrees to make purchases from Warehoos in full compliance with the policies of Warehoos, including without limitation, the Terms of Use which govern the terms and conditions of the use of and access to the Warehoos Platform by the users of the Warehoos Platform

11.0 CUSTOMER REPRESENTATIONS & COVENANTS

11.1 - In placing orders with and purchasing products from Warehoos, including through the use of the Warehoos Platform, the Buyers agree to each of the following:

a) the Buyer will not hide the origin of information transmitted to Warehoos; 9 {211868-03934034;2}

b) the Buyer will not provide to Warehoos any false or misleading information;

c) the Buyer will not access or use the services or products of Warehoos unless permitted under these Terms and Conditions or other policies of Warehoos; and

d) the Buyer will not access or use the services or products of Warehoos for any purpose contrary the laws of Canada or the laws applicable to the Buyer.

11.2 - By placing orders with and purchasing products from Warehoos, the Buyer represents and warrants to Warehoos that the Buyer is not in a location whereby the Buyer’s order, purchase, access, and use of the services or products of Warehoos is contrary to the laws of Canada and the laws that are applicable to the Buyer.

11.3 - The Buyer will be solely responsible for ensuring that the use of the products purchased by the Buyer from Warehoos will meet all safety, regulatory, or other legal requirements as may be mandated by any applicable law or ordinance, and the Buyer will bear the sole expense of any equipment or work which may be required to enable the products to comply with same. The Buyer agrees, at all times, that the Buyer will use, possess, maintain, or otherwise deal with the products that the Buyer purchased from Warehoos in full compliance with all applicable laws, regulations, rules, statutes, and ordinances (both in Canada and in the Buyer’s location).

11.4 - The Buyer, at all times, will only use the products purchased from Warehoos in a safe and secure manner, in accordance with all applicable safety codes, regulations, and legislation. The Buyer will take all precautions that are reasonably necessary and appropriate for the safe operation of the products purchased by the Buyer..

12.0 DISCLAIMER, LIMITATION OF LIABILITY & INDEMNITY

12.1 - The Buyer acknowledges that the Buyer selected the brand and quantity of the product ordered by the Buyer from Warehoos to the exclusion of other products available to the Buyer and that Warehoos has processed the Buyer’s order at the Buyer’s request. Warehoos does not represent or warrant that use of the product purchased by the Buyer will guarantee any specific results.

12.2 - To the fullest extent permitted by law, the Warehoos Platform and the products, services and subscriptions sold on the Warehoos Platform (collectively, the “Products and Services”) are provided without warranties or representations of any kind, whether express or implied, including but not limited to implied and/or statutory warranties or representations of merchantability, fitness for a particular purpose, quality, design, condition, noninfringement, or compliance with legal requirements. Warehoos does not guarantee that use of any Products and Services will yield any specific results. Without limiting the foregoing, Warehoos does not warrant that the information on the Warehoos Platform is accurate, reliable, or correct, or that any of the Products and Services will meet the Buyer’s requirements, or that any of the Products and Services will be available at any particular time or location, uninterrupted or secure, that any Products and Services will meet the Buyer’s satisfaction or specific needs, or that any Products and Services will meet any specific industry or professional standards. By accepting delivery of the products and/or services ordered by the Buyer, the Buyer confirms that the products and/or services ordered are acceptable to the Buyer and comply with the Buyer’s particular requirements, unless the products are returned in accordance with these Terms and Conditions. 10 {211868-03934034;2}

12.3 - The Buyer agrees that the liability of Warehoos, its officers, directors, servants, employees, agents, and each of their heirs, executors, administrators, successors, and assigns, arising from the use of the Warehoos Platform or the Products and Services shall be limited to the cost paid by the Buyer for the Products and Services in accordance with these Terms and Conditions. The Buyer agrees that the rights of the Buyer as set out in these Terms and Conditions will be the sole and exclusive remedies available to the Buyer at law and in equity.

12.4 - The Buyer agrees that Warehoos will not be liable for and irrevocably and unconditionally waives, releases, and forever discharges Warehoos, and its officers, directors, servants, employees, agents, and each of their heirs, executors, administrators, successors and assigns, of and from any and all actions, causes of actions, claims, debts, demands, and damages howsoever arising which the Buyer now has or can, shall or may have for in the future by reason or arising out of or in connection with the Buyer’s purchase and use of the products and services purchased from Warehoos, including without limitation, claims for direct, indirect, or consequential damages, special damages, damages arising from loss of profit or business interruption, loss arising from personal injury, death, or property damage related to the use of the Warehoos Platform or the Products and Services or the modification thereof, loss arising from damage or destruction of property, damages arising from contamination of any property, damages arising from breach of contract, negligence, gross negligence, misrepresentation, breach of warranty or representations (express, implied, or statutory), and any other claims whether made in law or in equity, except for direct claims made against Warehoos in strict accordance with these Terms and Conditions.

12.5 - The Buyer agrees to indemnify and hold Warehoos and its officers, directors, servants, employees, agents, and each of their heirs, executors, administrators, successors, and assigns, harmless from all costs, claims, demands, suits, liabilities, fines, penalties, and expenses which Warehoos may incur, including solicitor’s fees on a solicitor/client basis, arising from or in any way related to the Buyer’s purchase, use, and possession of the Products and Services, use of the Warehoos Platform, or breach of these Terms and Conditions.

12.6 - By purchasing orders for Products and Services from Warehoos and by using the Products and Services, the Buyer irrevocably accepts the disclaimers, limitations of liability, and indemnities set out in these Terms and Conditions and agrees that the provisions under section 12.0 will survive the termination of this Agreement, regardless of the manner in which the Agreement is terminated.

12.7 - For the purposes of these Terms and Conditions, Warehoos has acted as agent for and on behalf of its officers, directors, servants, employees, agents, and each of their heirs, executors, administrators, successors, and assigns, with respect to obtaining the foregoing indemnities, promises, and other covenants from the Buyer, for the benefit of the aforementioned persons.

12.8 - The Buyer acknowledges and agrees that the Buyer’s agreement to the provisions set out in section 12.0 is fundamental to Warehoos’s decision to sell the Products and Services to the Buyer. The Buyer acknowledges and agrees that these Terms and Conditions are necessary, reasonable, and appropriate for Warehoos’s protection of its legitimate business interests and constitute a material inducement to Warehoos to sell the products of 11 {211868-03934034;2} Warehoos to the Buyer, and that Warehoos would not have sold the Products and Services to the Buyer absent such inducement.

13.0 GENERAL PROVISIONS

13.1 - Warehoos will not be liable for any delay in performing any of its obligations under these Terms and Conditions.

13.2 - Warehoos's failure to insist on or delay in enforcing strict performance of these Terms and Conditions shall not be construed as a waiver by Warehoos of any provision or any right it has to enforce these Terms and Conditions, nor shall any course of conduct between Warehoos and the Buyer or any other party be deemed to modify any provision of these Terms and Conditions, unless it is in accordance the provisions set out in these Terms and Conditions.

13.3 - All provisions of these Terms and Conditions are to be construed as separate and distinct covenants and agreements, separable from all other separate and distinct covenants and agreements. If any term or condition of these Terms and Conditions is determined to be illegal, void, or unenforceable, it and they will be considered separate and severable from these Terms and Conditions and its remaining provision will remain enforced and be binding upon the Buyer.

13.4 - These Terms and Conditions constitutes the entire agreement between Warehoos and the Buyers with respect to the subject matter of these Terms and Conditions, and supersedes all prior negotiations, promises, representations, and agreements, both written and oral, between Warehoos and the Buyer. Any modification of these Terms and Conditions is void and unenforceable, unless it is in writing and signed by an authorized signatory of Warehoos, and delivered to all parties.

13.5 - These Terms and Conditions will be governed by and interpreted in accordance with the laws of Canada and the laws applicable in the jurisdiction wherein the Buyer is located, subject to any applicable legislation set out at Schedule “A”. The Buyer hereby consents and submits to the exclusive jurisdiction of the courts of the Province of British Columbia in any action or proceedings related to the Buyer’s purchase and use of the Products and Services and these Terms and Conditions.

13.6 - These Terms and Conditions will enure to the benefit of and will be binding upon the Buyer and Warehoos, and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

13.7 - The Buyer acknowledges that the Buyer has had sufficient time to review these Terms and Conditions and have had a reasonable opportunity to obtain independent legal advice regarding these Terms and Conditions. Although the Buyer is entitled to purchase products from any other company or business, the Buyer voluntarily accepts these Terms and Conditions as the terms and conditions which govern the Buyer’s purchase of the products and services of Warehoos, fully understanding its meaning and effect.