Terms and Conditions

Welcome to commonsku! commonsku (“commonsku”/“we”/ “our”) makes available the website https://commonsku.com/ (“Website”) and its related products and services (together, the “Services”). These Terms and Conditions, together with our Privacy Policy and any executed Order incorporating these Terms by reference (“Terms”) describe the terms under which customer (“Customer”) who is either a distributor (“Distributor”) or a supplier (“Supplier”) and individuals authorized by Customer (“Users”) can use the Services. In these Terms, we refer to Customer and Users as “you” and "your".

By clicking a box indicating acceptance of these Terms made available on your commonsku quote form (“Order”), by using the Services, or otherwise acknowledging acceptance of these Terms by executing an Order, you agree to and acknowledge your acceptance of these Terms. If you use these Terms on behalf of an organization, you represent and warrant that you have the authority to bind the organization to these Terms. We may revise these Terms at any time and at our sole discretion. Any non- material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new Customer; and (ii) if you are an existing Customer, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Modified” date above, through email or through the Services, or (b) your acceptance of the updated Terms.

Please note if you are a Customer based in the United States, these Terms will be between you and commonsku US Inc., located in the United States, and if you are a Customer based outside of the United States (including without limitation, Canada), these Terms will be between you and commonsku Inc., located in Canada.

¹Services

1.1

Customer is responsible for ensuring Users follow these Terms. Customer shall be responsible for any Fees incurred by Users.

1.2

We will use commercially reasonable efforts to provide the Services and maintain and update the security of the Services.

1.3

Basic accounts give Customers access to a reasonable amount of storage as determined by commonsku. The Services offered to you may differ depending on whether you are a Distributor or a Supplier. The details of the Services offered to you and any additional terms applicable to your use of the Service shall be set out at the time of onboarding or on your Order, as applicable.

²Your Content

2.1

Customers and Users can submit, post or display information on the Services through text, video, images and other media (“Your Content”). By submitting, posting or displaying Your Content, you represent and warrant that you have the right to allow us to use Your Content as set out in these Terms.

³Fees

3.1

The applicable fees governing Customer’s use of the Services (“Fees”) shall be made available to Customer at the time of Services onboarding. Depending on the number of Users and the Services module selected by Customer, Customer may be required to pay recurring subscription Fees (“Subscription Fees”) or to pay Fees as they are incurred depending on the Customer’s usage of the Services or depending on orders submitted to a Supplier via the Services or a third-party service integrated with the Services (as applicable). If Customer’s modification to the Services module or number of Users results in changes to Fees, the new Fees will be effective and billed on the first day of the subsequent Services billing cycle. Customer must maintain accurate payment information and notify commonsku of any changes to billing information. Customer must provide a valid payment method within fifteen (15) days of a missed Fee payment to continue accessing the Services without interruption.

3.2

Fees will be billed on the first day of each Services monthly or annual billing cycle, as selected by Customer at the time of Services onboarding, until the end of the Term. Upon expiry of the initial Term, Customer shall be automatically renewed for an additional Term of the same length as the initial Term. Upon renewal, Customer will be charged Fees at the then-current price for the Services for each such renewed Term. Client may cancel their Term renewal per Section 4.1 below.

3.3

Fees shall be processed via a third-party processor. If incurred and outstanding Fees are not paid for more than 30 days, in addition to other remedies, we may (i) suspend and/or terminate your access to the Services without notice, and/or (ii) change Customer billing requirements moving forward. Any incurred Fees not received from Customer by their due date may accrue (except with respect to Fees then under reasonable and good faith dispute), at our discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

3.4

All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon commonsku’s net income) shall be assumed by and paid for by Customer, not commonsku.

3.5

commonsku shall have the right to use the capabilities of the Services to confirm the number of Users using the Services and Customer’s compliance with these Terms.

⁴Term and Termination

4.1

These term of Customer’s use of the Services shall commence on the date these Terms are accepted and will continue for an initial term of 12 months (“Initial Term”), unless terminated according to this section 4. On the date the Initial Term expires, these Term shall be automatically renewed for additional one (1) year renewal terms (each a “Renewal Term” and together with Initial Term, the “Term”), unless Customer written notice of non-renewal to commonsku at least thirty (30) days prior to the end of the Term then in effect.

4.2

A “Default” happens when:

1. a party fails to perform its material obligations under these Terms and the failure continues unremedied for 30 days after the other party provides notice of the failure; or

2. a party becomes insolvent or commits any act of bankruptcy.

4.3

On Default, the non-defaulting party may:

1. immediately terminate these Terms by giving notice; and/or

2. exercise any of its other rights and remedies available at law or in equity. Except for termination for Default or Customer’s provision of notice of non-renewal via section 4.1, no termination of these Terms is permitted.

4.4

On termination by commonsku, no Fees will be refunded. On termination by Customer for commonsku’s Default, a pro-rata portion of any pre-paid Fees will be refunded. In case of any attempted early termination not permitted by these Terms, Customer must pay the remaining balance of any outstanding or incurred Fees and no refunds will be issued for pre-paid Fees.

4.5

On termination, Customer and Users will no longer have access the Services or Your Content, however we may retain one copy of Your Content for archival purposes. commonsku shall not be liable to Customer or any third party for any termination of your access to Services or for the removal of Your Content from the Services. On termination, except as expressly set forth in these Terms, all licenses and rights granted to you shall terminate. Sections 1-3, 4.4, 4.5, and 5-16 shall survive termination.

⁵Your Conduct

5.1

You agree that you will not: (a) copy any content unless these Terms say that you can; (b) upload or make available any material that: (i) is unlawful, harmful, or objectionable; (ii) you do not have a right to make available; (iii) infringes any intellectual property or other proprietary rights of any party (including privacy rights); (iv) is or contains unsolicited or unauthorized solicitations, "junk mail", "spam", "chain letters", or "pyramid schemes"; (v) contains harmful software or material; (vi) contains any misrepresentations; (c) impersonate any person or entity or misrepresent your affiliation with a person or entity; (d) forge headers or manipulate identifiers to disguise the origin of any material; (e) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (f) violate any applicable law or regulation; (g) license, sell, rent, lease, transfer, assign, distribute or host the Services; or (h) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services, except to the extent these restrictions are expressly prohibited by applicable law. You agree not to access the Services in a way that uses their resources more heavily than would be the case for an individual person using a conventional web browser.

5.2

commonsku reserves the right (but will have no obligation) to remove or refuse to distribute Your Content. We also reserve the right to access, read, preserve, and disclose information as we believe necessary to (i) comply with any law or regulation, (ii) enforce these Terms, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of our users and the public.

⁶Your Property

6.1

You own all intellectual property rights in Your Content. By submitting, posting or displaying Your Content, you grant us (and our agents) a non-exclusive, royalty-free license (with the right to sublicense) to use, copy, modify, transmit, display and distribute Your Content as needed to provide and improve the Services and meet our obligations to you under these Terms. This license includes the rights for commonsku to use and copy Your Content for the purpose of (i) improving commonsku’s proprietary AI Services; and (ii) creating aggregated and anonymized statistical analytics regarding Services parameters and characteristics (“Aggregated Statistics”).

⁷Our Property

7.1

Except for Your Content, commonsku and its licensors own all intellectual property rights in the Services and any content contained in the Services. Subject to these Terms, commonsku grants you a non-exclusive license to access and use the Services during the Term. commonsku shall own all Aggregated Statistics.

7.2

The Services may integrate with or rely on artificial intelligence technologies powered by machine learning (“AI Services”), including AI Services proprietary to commonsku and third-party AI Services that are not owned or controlled by commonsku. Customers should evaluate the accuracy of any output generated via combination of Your Content with parts of the Services powered by AI Services (each an “Output”). Customer shall be solely responsible for all decisions made, advice given, actions taken, and failures to take action based on use of or reliance on Outputs. commonsku does not represent or warrant to that Outputs generated using the Service will be accurate or applicable for Customer’s desired use or will be unique to Customer.

⁸Distributor Data

8.1

If you are a Distributor, notwithstanding the confidential information provisions in these Terms, when you provide a quote or submit a purchase order using the Services, the following information is shared with the Supplier of the applicable product: the profile information of the distributor, product sku, industry of the recipient of the quote or purchase order, event type and if a purchase order was generated.

⁹Feedback

9.1

If you give us any suggestions or feedback about the Services ("Feedback"), we may use such Feedback in the Services or in other products or services moving forward (collectively, "commonsku Offerings"). You agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback, (b) you have the right to disclose the Feedback to commonsku, (c) commonsku (including all of its successors and assigns and any successors and assigns of any of the commonsku Offerings) may freely commercialize the Feedback in any commonsku Offerings, and (d) you are not entitled to receive any compensation for the Feedback.

¹⁰Confidential Information

10.1

Each party agrees that it will (i) not use any confidential information of the other party for any purpose outside the scope of these Terms, and (ii) except as otherwise permitted by the disclosing party in writing, to limit access to confidential information of the disclosing party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those provided here. Each party must use at least reasonable care to protect the confidential information of the other party.

10.2

Each party is permitted to disclose confidential information of the other party if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

¹¹Third-Party Advertisers And Sites

11.1

The Services may contain advertisements and links to third-party website. Further, the Services may integrate with third-party services which are subject to and governed by separate terms and conditions. We do not endorse any such third parties and we will not be liable for any interactions or transactions between you and any third-party.

¹²Disclaimer

12.1

EXCEPT AS EXPLICITLY SET OUT IN THESE TERMS, COMMONSKU MAKES NO REPRESENTATION OR WARRANTY, OR GIVES ANY CONDITION ABOUT THE RELIABILITY, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICE. COMMONSKU DOES NOT REPRESENT OR WARRANT OR PROVIDE ANY CONDITION THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CUSTOMER OR USERS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABLE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE DISCLAIMED TO THE EXTENT PERMITTED BY LAW.

¹³Limitation of Liability

13.1

EXCEPT FOR DIRECT DAMAGES COMMONSKU SHALL NOT BE LIABLE TO CUSTOMER OR USERS FOR ANY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT SHALL COMMONSKU’S TOTAL LIABILITY EXCEED THE FEES PAYABLE BY CUSTOMER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH CAUSED THE DAMAGE OR INJURY, LESS ANY AMOUNTS OWNING TO COMMONSKU BY THE CUSTOMER. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT IN CONTRACT OR IN TORT, (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), OR FUNDAMENTAL BREACH AND/OR FAILURE OF ESSENTIAL PURPOSE OF THESE TERMS OR OF ANY REMEDY CONTAINED HEREIN AND SHALL SURVIVE THE EXPIRATION, TERMINATION OR REPUDIATION OF THESE TERMS.

¹⁴Indemnity

14.1

Customer agrees to defend or settle at its own expense any and all suits, actions or claims against commonsku arising from Customer’s or any Users’ use of the Services, provided that Customer is notified promptly in writing of any claim, has the right to control such defense and at its request and expense, and is given authority and reasonable assistance by commonsku for such defense or settlement. commonsku shall have the right to defend any such claim at its own expense. Customer will pay any settlement amount or any damages, costs and expenses finally awarded in any such suit, action or claim, including legal fees on a full indemnity basis, and shall save harmless commonsku for any of the foregoing.

¹⁵Disputes

15.1

If a dispute arises in connection with these Terms, Customer and commonsku hereby waive the right to a jury trial.

¹⁶General

16.1

Neither party will be liable for any delay or failure to perform due to fire, flood, earthquake, acts of God, acts of war, riots, civil disorder, strikes, lock-outs or labor disruptions, the failure of telecommunications systems or any other cause beyond its reasonable control.

16.2

Notices must be given by email, as follows: (i) to commonsku, to the support contact email address shown on the Services, and (ii) to the Customer or any User, to the Customer’s email address provided in its account registration information. A notice is deemed to have been received as of the next business day following its transmission if transmitted after 4 p.m. Eastern Time.

16.3

These Terms do not create any partnership, joint venture or agency relationship between the parties.

16.4

Customer may not assign its rights or obligations under these Terms without getting prior written permission from commonsku. commonsku may assign these Terms to anyone at any time. These Terms shall enure to the benefit of permitted assigns and successors.

16.5

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable or contrary to law, the remaining provisions will not be affected and will be considered valid and enforceable.

16.6

These Terms including all executed Orders are the entire agreement between the parties relating to the Services. In case of conflict between these Terms and any executed Order, the terms of the executed Order shall govern to the extent of the conflict.

16.7

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada, excluding conflicts of laws rules. The courts of Toronto have exclusive jurisdiction over disputes. The parties agree that jurisdiction and venue is appropriate and they irrevocably attorn to the jurisdiction of such courts.

Questions?

If you have questions, concerns or if you would like more detailed information, please email info@commonsku.com and we would be happy to assist.

PREVIOUS VERSIONS:

August 23, 2024

July 22, 2024

April 23, 2024