This Agreement (the “Agreement“) is entered into by and between Shop and Shout ltd.  operating as ShopandShout.com with offices at 773 South Dyke Rd, New Westminster, BC, Canada, and the organization specified as the Customer below. Shop and Shout ltd. is engaged in the business of providing social marketing Software as a Service (“SaaS“) platforms. The Customer wishes to use ShopandShout.com’s platform on a subscription basis. In consideration of the covenants and agreements contained herein and in the “Terms and Conditions” (the “Terms and Conditions“) posted on ShopandShout.com’s website and which are incorporated herein and made a part hereof, Customer and Shop and Shout ltd. hereby agree as follows:

1.                   Customer

For purposes of this Agreement, Customer shall be the following organization:

 

2.                   Effective Date of Agreement:                                                                                               

  1. Software Services

Shop and Shout ltd. hereby grants, and the Customer hereby accepts, a limited, non-sub- licensable, non-exclusive, revocable and non-transferrable license to use the platform (as described below) during the Term (as defined below) upon the terms and conditions specified in this Agreement and defined on the website www.ShopandShout.com, or any other agreements signed by both parties. The platform and the software is provided solely as a “Service” and the Customer is not provided with any license right in or any other right to the Software under this agreement.

The “Service” is comprised of the website www.ShopandShout.com, and www.brandsdashboard.shopandshout.com  an online marketplace and cloud-based web application (brand dashboard) that allows brands to deploy, and monitor influencer marketing campaigns, while managing their own social media, and engage with individuals online via advanced social media listening tools. The ShopandShout.com platform is comprised of several integrated products that are summarized below and may or may not be included in the “Service” as defined in the Pricing & Fee Schedule.

 

  • com Website – facilitates the exchange of products and services for social exposure from pre-qualified influencers.
  • com Brand Dashboard – monitors and analyzes campaign data, listens to user defined social media data, and acts as an all in one social media management tool.

 

4.                   Fees and Payment Terms

  • Service Fees. The Customer will pay a subscription fee (the “Service Fee“), as defined by the plan represented on attached documents. Brands pay monthly or on an annual basis for the Service during the Initial Term (defined below). The Service Fee is based upon the software applications, and usage of social information purchased as part of the Service. Quantities purchased cannot be decreased during the

 

 

  • Service Fee Monthly and Annual Invoices. Shop and Shout ltd. will invoice the Customer regularly, every thirty (30) days, on the first (1st ) of every month, for monthly plans; or every twelve (12) months if an annual plan is selected. Service Plans are tiered subscriptions, based on features selected and social data usage, pricing is reflected online and in the more detailed plan documentation received and signed. This schedule begins after the first invoice is sent to the customer. The first invoice is sent immediately after a customer signs this agreement.
  • Service Fee Renewal Terms. The Service Fee is fixed for each Term and shall not increase during the Term unless there is an increased demand for social data from the customer’s dashboard, or additional features requested. The applicable Service Fee for any Renewal Term (defined below) will be determined by Shop and Shout ltd. in accordance with ShopandShout.com’s then prevailing service plan structure for equivalent Services. Shop and Shout ltd. will provide notice via email to the Customer of such Service Fee changes by providing the adjusted invoice described in Section 2.
  • Service Fee Payment Terms. The Customer will pay the full amount owing of any Service Fee’s shown on each invoice online via the link provided on each invoice. Such payments will be due thirty (30) days following the date of ShopandShout.com’s invoice, except the first one which is due upon signing this agreement. The Customer is responsible for providing Shop and Shout ltd. with complete and accurate billing and contact information and notifying Shop and Shout ltd. of any changes to such
  • Taxes. Taxes are charged on the invoice in accordance with the Province of British Columbia tax regulations.
  • Overdue charges. Shop and Shout ltd. has the right to apply an overdue fee of $25 per month or 10% monthly interest to accounts which are not paid by the due
  • Suspension of service. If any amounts owing by the Customer are overdue, Shop and Shout ltd. may, without limiting its other rights and remedies, suspend its provision of the Services to the Customer until such amounts are paid in
  • Payment Disputes. Shop and Shout ltd. will not exercise its rights under Sections 7 and 4.8 if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

 

5.                   Additional Services

Shop and Shout ltd. will continue to develop additional features and applications for the ShopandShout.com platform over time and some of these applications may be made available for an incremental Service Fee as solely determined by Shop and Shout ltd. The Customer may, at any time during their Service Term, choose to add additional applications to their Service by submitting a request to brands@shopandshout.com for the chosen application(s), or requested for increased social information. Upon customer request, Shop and Shout ltd. shall immediately apply any related increases to the Service Fee and will activate the requested applications upon receipt of payment by the Customer. The Parties agree that any such additions to the Service will be subject to the terms and conditions set out and incorporated herein.

6.                   Notices

Any notice required or permitted to be given or served to Shop and Shout ltd. and Customer by the Agreement or by law may be delivered to the intended recipient, as defined in this Agreement, at its address or e-mail address. Any such communication shall be deemed to be validly and effectively given (i) if personally delivered, on the date of such delivery, if such date is a business day and such delivery was  made  prior to 4:00 p.m. (Vancouver/PST time), otherwise on the next business day, (ii) if transmitted by electronic mail or similar recorded communication, on the business day following the date of transmission, provided that no delivery failure email is received by the sender, and (iii) if sent by regular mail or registered mail, on the fifth business day following the date of mailing. Any party may change its address for service from time to time by notice given in accordance with the foregoing, and any subsequent notice shall be sent to such party at its changed address.

7.                   Term and Termination

 

  • The term of this Agreement shall be specified in the attached documents, starting on date hereof (the “Initial Term“).

 

  • This Agreement will automatically continue and renew indefinitely unless a party has provided written notice to the other party that this Agreement will not be renewed at least thirty (30) days before the next invoice is received. For the purposes of this Agreement, “Term” shall mean the Initial Term and any Renewal Terms. The Customer is obligated to pay all applicable fees for each invoice received and shall not be entitled to receive any refunds should this Agreement be terminated.

 

  • If a party is in breach of this Agreement, the other party shall be entitled to give the breaching party written notice setting out details of the breach and indicating the other party’s intention to terminate this Agreement. Unless the breaching party cures the breach to the reasonable satisfaction of the other party within twenty (20) “Business Days”, being any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia, Canada of the breaching party’s receipt of the notice of the breach, this Agreement will terminate as of the close of business on such Business

 

  • Either party may terminate this Agreement immediately by written notice to the other party:

 

  • if the terminating party reasonably deems such termination to be necessary in order to comply with applicable laws; or
  • if the other party becomes insolvent or bankrupt, or if any proceeding is commenced by a person in good faith seeking to adjudicate the other party a bankrupt or insolvent or with respect to the other party’s liquidation, dissolution, winding-up or the appointment of a receiver in respect of the other party.
  • Shop and Shout ltd. or the Customer may terminate this agreement in accordance with Section 7.2. Shop and Shout ltd. may also terminate this Agreement immediately by written notice to the Customer in the circumstances contemplated in Section 2.3 of the Terms and Conditions.
  • No termination of this Agreement will affect any rights or liabilities of either party that may have accrued before the date of termination, including, without limitation, the right of Shop and Shout ltd. to be paid Service Fees for the Services for the applicable Term, and to retain Service Fees paid in advance for such