MERCHANTAGREEMENT

THIS MERCHANTAGREEMENT (the “Agreement”) is betweenSauvegarde Market Inc.,a corporation incorporated under the laws of Quebec(“Sauvegarde”)andthe merchant registering for amembershipaccount on the Sauvegarde website (“Merchant” or “you”) (each, a “Party” and, collectively, the “Parties”).As a condition to Merchant collaborating with Sauvegarde to sell its food surplus to consumers through the Sauvegarde application (the “App”), Sauvegarde requiresMerchanttoagree to the terms set out below.By clicking or tapping the acceptance button upon registering for a membership account, you hereby agree to be bound by this Agreement without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in this Agreement, you are not authorized to become a Merchant with Sauvegarde and to sell your food surplus through the App. If you are signing up to be a Merchant and accepting this Agreement on behalf of a company, association or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to this Agreement and, in such event, “Merchant”, “you” and “your” will apply to that Legal Entity. ThisAgreementis a legal and binding agreement between you and Sauvegarde andis effective as of the date that you register for a membership account (the “Effective Date”).

By clicking or tapping the acceptance button upon registering for a membership account, you hereby agree to be bound by this Agreement without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in this Agreement, you are not authorized to become a Merchant with Sauvegarde and to sell your food surplus through the App. If you are signing up to be a Merchant and accepting this Agreement on behalf of a company, association or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to this Agreement and, in such event, “Merchant”, “you” and “your” will apply to that Legal Entity. ThisAgreementis a legal and binding agreement between you and Sauvegarde andis effective as of the date that you register for a membership account (the “Effective Date”).

1. Merchant Responsibilities.
a. General Responsibilities. Merchant undertakes to sell its food surplus to consumers using the App in accordance with the terms of this Agreement. Merchant further agrees to the following: (i) Merchant is responsible for setting the price for its food surplus items; (ii)Merchant is responsible for the description of the food surplus items that it will be selling using the App; (iii)Merchant acknowledges that all sales it makes using the App are final sale; (iv) Merchant alone is responsible for making its food surplus available to a purchasing consumer, once a transaction of purchase and sale has been finalizedusing the App; and (v) Merchant is responsible for keeping the log-in and access credentials to its membership account strictly confidential.
b. Policies and Regulations. Merchantagreesto abide by Sauvegarde’spolicies, procedures, rules and regulations that will be available on the Sauvegarde website, and which may be updated from time to time. Merchant also agrees to comply with all applicable laws and regulations, including those established by the Ministère de l’agriculture, des Pêcheries et de l’Alimentation (“MAPAQ”).
c. Representations. Merchantrepresentsand warrantsthat (i) Merchanthasthe full right, power and authority toenter into this Agreement and that Merchantentering into this Agreement and selling its food surplus to consumers using the Appshall not result in a breach of or constitute a default under any agreement, restrictive covenantsor instrument to which Merchantisa party; and (ii) Merchanthasobtained and will maintain all licenses, rightsand permits required in order to sell its food surplus to consumers using the App
d. Feedback. Sauvegardeshall own all rights, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the Appor other feedback that Merchantmay (alone or jointly with Sauvegarde) propose or make during the term of this Agreement.
e. Sauvegarde Intellectual Property. Merchant recognizes and agrees that all trade-marks (registered or not), inventions (whether patentable or not), patent applications, patents, industrial designs, works protected by copyright or related rights (registered or not), trade secrets, know-how or other intellectual property in or related to the App(the “Intellectual Property”) are the exclusive property of Sauvegardeor are otherwise controlled by Sauvegarde.
f. Representations. Merchantrepresentsand warrantsthat (i) Merchanthasthe full right, power and authority toenter into this Agreement and that Merchantentering into this Agreement and selling its food surplus to consumers using the Appshall not result in a breach of or constitute a default under any agreement, restrictive covenantsor instrument to which Merchantisa party; and (ii) Merchanthasobtained and will maintain all licenses, rightsand permits required in order to sell its food surplus to consumers using the App
2. Payments.
a. Payments and Commission. Sauvegarde will collect the paymentsfromeach sale made using the App(the “Payments”) andremit them to Merchant monthly in accordance with this Section 2. On each sale made by Merchant using the App, Sauvegarde will earn a commission of 25%of the total Payment(the “Commission”).
b. Monthly Reports. Sauvegarde will provide Merchant with monthly reports that include a summary of the number of sales made, the Payments collected, the Commission and the amount to be remitted to Merchant by Sauvegardevia bank transfer(“Merchant’s Earnings”).
c. Taxes. Merchant shall be responsible for remitting all applicable sales taxes in connection with the Merchant Earningsto the appropriate tax authorities.
3. Sauvegarde Assistance. Sauvegarde will provide Merchant with all commercially reasonable assistance that it may require to set up its food surplus inventory, navigate the App and coordinate sales transactions.

4. Confidentiality.
a. Definition. For the purposes of this Agreement, "Confidential Information" means (i) anyand all confidential information of Sauvegardeor of third parties dealing with Sauvegarde(including personal information), and includes,without limitation,the existence and content of this Agreementand Sauvegarde’sbusiness, products, services, technology, trade secrets, know-how,processes, techniques, systems, methods, software, source code, concepts, designs,technology, contractsandfinancial information,whether or not identified as confidential, which Sauvegardemay disclose to Merchantbefore or after the Effective Dateor which may be shared with Merchantduring the term of this Agreement, whether disclosed to Merchantby Sauvegardein writing, in computer readable form, orally or otherwise, or otherwise obtained by Merchant;and (ii) any copies, extracts or reproduction, in whole or in part, of any of the foregoing, whether in writing, in computer readable form or otherwise.
b. Confidentiality. Merchantacknowledgesand agreesthat all Confidential Information is the property of Sauvegarde. Merchantmust hold the Confidential Information in the strictest confidence. Merchantshall not, without the prior written consent of Sauvegarde,discloseany Confidential Information to any person or entity, except to those of Merchant’spersonnel, consultants and subcontractorswho have a need-to-knowConfidential Information for the purpose of this Agreement. Merchantshall be liable for any breach of this Agreement by Merchant’spersonnel, consultants and subcontractors.Merchantundertakesto return to Sauvegardeall Confidential Information (and all materials related thereto) within 3 days of the end of this Agreement orto destroy same as directed by Sauvegarde.
c. Disclosure.If Merchantisrequired by law or by the applicable regulations or policies of any regulatory agency of competent jurisdiction to disclose any Confidential Information, Merchantshall, before any such disclosure is made, give Sauvegardeprompt written notice of the compelled disclosure and shall cooperate with Sauvegardein seeking a protective order or any other protections available to limit the disclosure of the Confidential Information.
d. Recourse. Merchantacknowledgesand agreesthat, in addition to being entitled to the monetary damages that flow from a breach of this Section4,Sauvegardewill be entitled to injunctive relief in a court of appropriate jurisdiction in the event of any breach by Merchantof the provisions of this Section 4.
5. Term; Termination
a. Term& Termination.This Agreement will remain in force until terminated in accordance with this Section 5. Either Party may terminate this Agreement at any time upon notifying the other party in writing. In addition, Sauvegarde may terminate this Agreement immediately in case of a breach by Merchantof this Agreement or for serious reason. For the purposes hereof, serious reason shall include willful misconduct, willful or gross neglect of Merchant’sresponsibilities, theft, fraud or any other act of dishonesty, material unethical business conduct or any crime involving Sauvegarde. The termination of the Agreement for any reason whatsoever will in no way affect Sauvegarde’sright and recourse against Merchant, at law or in equity, for damages for failure to discharge an obligation under the Agreement.
b. Effect of Termination. In the event of termination of this Agreement: (i) Merchantshall be entitled to the payment of any undisputed Merchant’s Earningsaccrued as of the date of termination hereof; and (ii) Merchantshall return to Sauvegardeor destroy the Confidential Information and all copies thereof in accordance with Section4.
c. Survival. The provisions of Sections5band 6to 8shall remain in full force and effect regardless ofthe expiry or termination of this Agreement.
6. Indemnification. Merchantshall indemnify, defend and hold Sauvegardeharmless against any and all claims, actions, losses, expenses, damages, costs and fees (including reasonable legal feesand expenses) of every nature and kind whatsoever which Sauvegarde, its shareholders, directors, officers, representatives, employees and agents may suffer (i) in connection with Merchant’s sale of food surplus to consumers using the App;or (ii) as a result of the performance, non-performance, negligence, omission or breach by Merchantin connection with the Agreement
7. Law; Jurisdiction. ThisAgreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable in Quebec, without reference to its principles of conflicts of law. Each of the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of Quebec (district of Montreal).

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