User agreement

STOCKFLO USER AGREEMENT

This Agreement was posted on June 1, 2016 and supersedes all previous versions of the Stockflo User Agreement. It is effective upon acceptance for those Users who accept it through registration as a Stockflo User on or after June 1, 2016, and from June 1, 2016 for all other Users.

Introduction

By using Stockflo (including stockflo.com and its related sites, services, applications, and tools, collectively the “Services"), you agree to the following terms and general principles.

This Agreement is effective upon acceptance. When you register a Stockflo account, you accept this User Agreement by checking the appropriate box confirming that you read and accept the User Agreement. For Users who do not register a Stockflo account, the User Agreement is effective through their access to or use of our Services. Please see the General Section of this User Agreement regarding how we may implement amendments to this Agreement from time to time.

Before you may become a User of Stockflo, you must read and accept all of the terms in, and linked to, this User Agreement, including the Stockflo Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this User Agreement, you agree that this User Agreement, the Stockflo Privacy Policy, and all terms in, and linked to, this User Agreement will apply whenever you use or access the Services. Some Services may have additional or other terms, agreements, or policies that govern their availability and use. Your use of and access to such Services are subject to any and all terms, agreements, or policies applicable to them.

Users approved for a Vendor Account will be given instructions on how to access the Stockflo Vendor Agreement. By completing your Vendor registration and using the Services you agree to the terms and conditions of the Stockflo Vendor Agreement.

User Credentials

Your Stockflo account may be accessed by use of either:

1. your email address and password; or

2. your social media login (collectively “User Credentials”).

You are solely responsible and liable for any use and misuse of your User Credentials and for all activities that occur under your User Credentials. For security reasons, you must keep your User Credentials confidential and not disclose them to any person or permit any other person to use them, other than your authorized representatives. Passwords must be at least eight characters long, must include both letters and numbers and may include symbols.

Accuracy of Information

We rely on the information you provide through this website, including registration information, payment information and transaction-related information, which must be true, accurate, current and complete. You are required to update your registration information and payment information immediately, if applicable, and will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information. You acknowledge that you will keep your name and address current and accurate in the My Account section of the applicable Stockflo site.

Using Stockflo

In connection with using or accessing the Services, you will not:

· post content or items in inappropriate categories or areas on our sites and Services;

· violate any laws, third party rights or our stated policies;

· use our Services if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services;

· complete a purchase transaction by shipping an item substantially different than the item listed;

· fail to deliver items purchased from you, unless, for example, the Buyer fails to meet your posted terms, or you cannot reach the Buyer;

· fail to ship an item in the time specified in the listing;

· allow an item to remain listed if it is no longer available;

· list the same item on another website or application for less that the price listed on Stockflo;

· circumvent or manipulate our fee structure, the billing process, or fees owed to Stockflo;

· post infringing, unlawful, false, inaccurate, misleading, defamatory, obscene, or libelous content;

· take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to Stockflo);

· circumvent any Stockflo policy or determinations about your account status such as temporary or indefinite suspensions or other account holds, limitations or restrictions;

· transfer by any manner any Stockflo application or your Stockflo account (including Feedback) and Username to another party without our consent;

· distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

· distribute viruses or any other technologies that may harm Stockflo, or the interests or property of Stockflo Users;

· export or re-export any Stockflo applications or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

· reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to Stockflo, or that comes from the Services and belongs to another Stockflo User or to a third party including works covered by any copyright, trademark, patent, or other intellectual property right, except with prior express permission of Stockflo and/or any other party holding the right to license such use;

· commercialize any Stockflo application or any information or software associated with such application;

· harvest or otherwise collect information about Users, including email addresses, without their consent; or

· circumvent any technical measures we use to provide our Services.

If we believe you are abusing Stockflo or its Services in any way, we may, in our sole discretion without limiting other remedies, limit, suspend, or terminate your User account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.

We may cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Stockflo sites, or Services. Additionally, we reserve the right to refuse or terminate our Services to anyone for any reason at our discretion.

Policy Enforcement

Stockflo and its community of Users (the "Community") work together to keep our Services working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

When a Buyer or Vendor issue arises we may consider the User's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both Buyers and Vendors.

Holds

To protect against the risk of liability, Stockflo reserves the right to request that PayPal hold Vendor funds based on certain factors, including, but not limited to, selling history, Vendor performance or the riskiness of the listing category. PayPal has held, and will continue to hold, Vendor funds pursuant to the terms of the PayPal User Agreement, PayPal policies and any other agreement entered into between PayPal and its Users.

Guarantees

Stockflo only accepts applications from Vendors who are established members of the outdoor industry, including retailers, sales agencies and representatives, distributors and manufacturers. Stockflo has no ownership in the items listed by or Vendors, nor do we warrant the described condition to be accurate. SEE PURCHASER CONDITIONS.

Unless otherwise specified in the Vendor’s listing, all transactions shall be considered FINAL SALE.

Any dispute between Buyer and Vendor will be handled through the PayPal Buyer Protection Resolution process.

In the event that an item has been misrepresented, or a transaction completed and the Vendor unable to deliver the item, the Vendor agrees to reimburse the Buyer.

If the Vendor reimburses a Buyer or is required to reimburse a Buyer or you authorize Stockflo to instruct PayPal to remove the reimbursement amount (in same or other currency) from your PayPal account. The cost of return shipping for an item that is not as described is the Vendor’s responsibility. If we cannot get reimbursement from you, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

International Trade

Many of Stockflo’s Services may be accessible to International Vendors and Buyers. We may offer certain programs, tools, and site experiences of particular interest to international Vendors and Buyers, such as estimated local currency conversion and international shipping calculation tools.

Stockflo’s default currency is the US Dollar. Exchange rates are updated periodically. If you chose to display a currency other than the US Dollar, there may be a minor difference in the exchange rate when calculated by PayPal during the Checkout process. In the event of a discrepancy, the PayPal exchange rate will be use for the order total.

If you are a Vendor you authorize us to use automated tools to translate your Stockflo content, in whole or in part, into local languages where such translation solutions are available. If you are a Buyer, you may have access to tools which will enable you to translate content at your request. The accuracy and availability of any translation are not guaranteed and you should check your translated listing for accuracy.

Fees and Services

Joining Stockflo and buying listed items is free and subject to this User Agreement and the Purchase Conditions set out below. We do not charge listing fees. All Stockflo transactions are processed using PayPal. Specifics regarding Vendor PayPal requirements and Vendor Fees associated with selling items on Stockflo are detailed in the Stockflo Vendor Agreement.

Authorization to Call or Text You - Recording Calls

You consent to receive autodialed or prerecorded calls and text messages from Stockflo at any telephone number you have provided us or that we have otherwise obtained. We may place such calls and texts to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; (vii) contact you with offers or promotions; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Standard telephone minute and text charges may apply.

Stockflo may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under this User Agreement, our policies, or any other agreement we may have with you. You agree these service providers may also contact you using autodialed or prerecorded calls and other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

Stockflo may, without further notice or warning and in its discretion, monitor or record telephone conversations you or anyone acting on your behalf has with Stockflo or its agents for quality control and training purposes, or for its own protection.

Privacy of Others - Marketing

If Stockflo provides you with information about another User you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a User's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific User to do so.

Content

When providing us with content or causing content to be posted using our Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sub-licensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights and other intellectual property rights you have in the content, in any media known now or developed in the future, and to the fullest extent permitted under applicable law, you waive any and all moral rights and promise not to assert such rights or any other intellectual property or publicity rights against us, our sub-licensees, or our assignees.

You represent and warrant that none of the following infringe any rights mentioned in the preceding paragraph: your provision of content to us, your causing content to be posted using the Services, and use of any such content (including of works derived from it) by us, our Users, or others in contract with us that is done in connection with the Services and in compliance with this User Agreement.

For the convenience of Vendors, we may offer catalogues including stock images, descriptions and product specifications that are provided by third parties (including Users). You may use catalogue content solely in connection with your Stockflo listings during the time your listings are on Stockflo's sites. That permission is subject to modification or revocation at any time at Stockflo’s sole discretion.

While we try to offer reliable data, we cannot promise that the catalogues will always be accurate and up-to-date, and you agree not to hold our catalogue content providers or us responsible for inaccuracies in catalogues. If you choose to include catalogue content in your listings, you continue to be fully responsible for your listings and for ensuring that your listings are accurate, do not include misleading information, and comply with this User Agreement and all Stockflo policies. The catalogues may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included with the catalogues or create any derivative works based on catalogue content (other than by including them in your listings).

Notice for Claims of Intellectual Property Violations and Copyright Infringement

We respond to notices of alleged intellectual property infringement under Canadian laws. Stockflo's Copyright Assurance program works to ensure that listed items do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please contact us and we will investigate.

Disclaimer of Warranties - Limitation of Liability

We try to keep Stockflo Services safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our Services. You further acknowledge that operation of and access to our Services may be interfered with as a result of technical issues or numerous factors outside of our control. Purchase transactions and other notification functionality in may not occur in real time. Such functionality is subject to delays including, without limitation, delays or latency due to your physical location or your wireless data service provider’s network.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, and affiliates, and our and their officers, directors, agents and employees) are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

· Your use of or your inability to use our Services;

· Delays or disruptions in our sites, Services, applications or tools;

· Viruses or other malicious software obtained by accessing our sites, Services, applications or tools or any site, Services, applications or tools linked to our sites, Services, applications or tools;

· Glitches, bugs, errors, or inaccuracies of any kind in our Services or in the information and graphics obtained from them;

· Damage to your hardware device(s) or loss of data that results from the use of our Services;

· The content, actions, or inactions of third parties, including items listed using our sites, Services, applications or tools, feedback provided by third parties, or the destruction of allegedly fake items;

· A suspension or other action taken with respect to your account;

· The duration or manner in which your listings appear in search results as set forth in the Listing Conditions Section below;

· Stockflo's decision to end or remove your listing(s);

· Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies; Stockflo reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein;

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

You acknowledge that we are not a traditional store. Instead, our Services are venues to allow Users to offer, sell, and buy a huge spectrum of outdoor gear and apparel, at any time, from anywhere, in a variety of pricing formats and locations. We are not involved in the actual transaction between Buyers and Vendors. Any pricing or shipping guidance we provide through our Services is solely informational and you may choose not to follow such guidance at any time. We do not warrant or guarantee that any particular results will result from following guidance we provide (e.g. that your listing will sell, that a particular shipping option is the least expensive, etc.) While we may help facilitate the resolution of disputes through various programs, we have no control over and do not guarantee the existence, quality, safety, or legality of items advertised; the truth or accuracy of Users' content or listings; the ability of Vendors to sell items; the ability of Buyers to pay for items; or that a Buyer or Vendor will actually complete a transaction or return an item.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the price the item sold for on Stockflo (including any applicable sales tax) and its original shipping costs, or (b) $100.00.

Release

If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (direct actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Access and Interference

Stockflo’s sites contain robot exclusion headers. Much of the information and content on the sites is also proprietary or is licensed to Stockflo by our Users or third parties and protected by Canadian and international copyright laws. You agree that you will not use any robot, spider, scraper, or other automated means to access our sites for any purpose without our express written permission.

Additionally, you agree that you will not:

· take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

· copy, reproduce, reverse engineer, modify, create derivative works from, distribute, sell, transfer, or publicly display any content (except for your content) from our sites, Services, applications or tools without the prior express written permission of Stockflo and the appropriate third party, as applicable;

· interfere or attempt to interfere with the proper working of our sites, Services, applications or tools, or any activities conducted on or with our sites, Services, applications or tools; or

· bypass our robot exclusion headers or other measures we may use to prevent or restrict access to our sites.

Listing Conditions

By listing an item on Stockflo’s sites, you agree to assume full responsibility for the content of the listing and item offered, to accept the Stockflo Vendor Agreement (available in the Files Area of your Vendor Admin Pages) and the following listing conditions:

· You have Legal authority to sell items listed;

· When you list an item on Stockflo’s sites, your listing will be posted on Stockflo’s sites and can be viewed in your Vendor Admin pages;

· You will only list items available for purchase and will immediately remove listed items in the event they become unavailable;

· If you are aware from your store or otherwise unable to ship items within the time specified, you must use the Vendor Vacation feature to communicate such to Customers;

· If an item is not shipped within the time specified, the Vendor may be required to issue the Customer a partial or full refund at the total transaction amount, including shipping and taxes;

· The features described in the item’s description will not be substantially different than the item;

· In the event that a Customer completes a transaction for an item that is unavailable or is substantially different than described, the listing Vendor will be required to issue the Customer a full refund at the total transaction amount, including shipping and taxes;

· Content included by you in a listing that violates any of Stockflo’s policies may be deleted at Stockflo’s discretion;

· Stockflo may, at its sole discretion, suspend the offending Vendor’s access to Stockflo or terminate the offending Vendor’s Agreement entirely; and

· The Vendor assumes all responsibility for, and indemnifies Stockflo of, any liability associated with claims resulting from the listing of an unavailable item, or one that is substantially different than described.

Purchase Conditions

You are responsible for reading the full item listing, including any instructions terms, conditions, whipping information, taxes, item description, size and condition the Vendor provides, before making a commitment to buy. Unless otherwise stated, by completing the checkout process for an item on Stockflo, you are committing to buy the item from the Vendor listing the item. If you make a commitment to buy, you enter into a legally binding contract with the Vendor and are obligated to purchase the item.

We do not transfer legal ownership of items from the Vendor to the Buyer. Applicable laws relating to the transfer of ownership in the sale of goods in your jurisdiction apply to the transfer of ownership between the Buyer and the Vendor, unless the Buyer and Vendor agree otherwise.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the Stockflo Privacy Policy. We view protection of Users' privacy as a very important Community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. For a complete description of how we use and protect your personal information, see the Stockflo Privacy Policy. If you object to your information being transferred or used in this way, please do not use our Services.

You have read the Stockflo Privacy Policy, and you agree that the terms of that policy are reasonable. You consent to the collection, use and disclosure of your personal information by Stockflo in accordance with the terms of and for the purposes set out in the Stockflo Privacy Policy.

Indemnity

You will indemnify and hold Stockflo (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this User Agreement, your use of Stockflo’s sites, Services, applications, or tools, and/or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Stockflo's national registered agent. You consent to receive communication from us electronically. We may communicate with you by email to the email address you have designated on your User account. Notice to you shall be deemed given 24 hours after the email is sent. Alternatively, we may give you legal notice by mail to the Address associated with your account, as identified in your Vendor Admin pages. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND STOCKFLO HAVE AGAINST EACH OTHER ARE RESOLVED

If a dispute arises between you and Stockflo, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Stockflo agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

· Law and Forum for Disputes - This Agreement and any dispute or claim you have against Stockflo shall be governed in all respects by the laws of the Province of Alberta and the federal laws of Canada applicable therein. You agree that any claim or dispute you may have against Stockflo must be resolved by a court located in Calgary, Alberta, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within the Province of Alberta for the purpose of litigating all such claims or disputes.

· Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than Cdn$15,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event that a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

· Improperly Filed Claims - All claims you bring against Stockflo must be resolved in accordance with this Resolution of Disputes section. All claims filed or brought contrary to the Resolution of Disputes section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, Stockflo may recover attorneys' fees and costs up to Cdn$1,500, provided that Stockflo has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

General

Stockflo Inc. is located at 815 – 22nd Avenue SE Calgary, Alberta CANADA T2G 1N4. Unless stated otherwise in this User Agreement, if any of the provisions in this User Agreement shall be deemed invalid, void, or for any reason unenforceable, such provisions shall be deemed severable and shall not affect the validity and enforceability of any remaining provision. In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www.stockflo.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement, including terms related to fees and charges. We will provide you 30 day's notice by posting the amended terms. Except as stated otherwise in this User Agreement or elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you by email. Your continued use of our Services after the effective date of these amended terms constitutes your acceptance of them. If you do not agree to the amendments, you should stop using Stockflo and its associated Services as applicable, and terminate this User Agreement by closing your Stockflo account. This User Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a "writing" does not include an email message and a signature does not include an electronic signature.

Any translation of this Agreement and all related documents is done for local requirements and in the event of a dispute between the English and French version, the English version of this Agreement and all related documents shall govern. If you are a resident of the Province of Quebec, the following clause applies: The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que la présente convention et tous les documents auxquels cell-ci réfère soient rédigés et signés en langue anglaise.

This Agreement (including incorporated policies and rules) sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this User Agreement: Fees and Services, Release, Content, Limitation of Liability, Indemnity and Resolution of Disputes.