Terms and Conditions – Merchants

These are the terms of use and doing business via the Retreat Platform (the "Platform"), provided to you by Retreat Technologies Corp. ("Retreat"). Please read the terms contained in this Agreement carefully. By using or registering on any aspect of this Platform, you agree to comply with these terms. If you cannot agree with these terms, do not register for or use the Platform.

Retreat, may from time to time review and revise these terms. The revised policy will be effective and binding on you at the time it is posted on the Platform. The date of the most recent revisions will be communicated on or through the Platform. Continued use of the Platform by you will constitute your acceptance of any changes or revisions to these terms. Your failure to follow these terms, whether listed below or communicated on or through the Platform, may result in suspension or termination of your access to the Platform, without notice, termination of your merchant business relationship with Retreat, in addition to Retreat's other remedies.

Retreat Technologies Corp. ("Retreat") is committed to doing business in conformance with the highest legal and ethical standards. To maintain said standards, Retreat aims to do business with merchants whose practices are consistent with Retreat's ethics and principles of business conduct. Reflecting this commitment, Retreat requires all merchants to adhere to the herein Retreat Merchant Terms and Conditions (the “Policy”) which sets out the standards and practices that Retreat expects their Merchants to comply with in all circumstances. By using or registering and/or offering services or products via the Platform, you (the "Merchant") agree to comply with the Policy, enumerated below, which may be amended or modified by Retreat from time to time.

1. Compliance with Laws

the Merchant is required to abide by all applicable laws and regulations including all federal, provincial and local laws regarding environmental matters, occupational health and safety, labour and employment practices, human rights, immigration, product safety, advertising, consumer protection, provision of services, shipping and product labeling. Retreat also expects that the Merchant will comply with best practices and related applicable guidelines for their industry.

2. Safety

All Merchant products and services should meet if not exceed standards for product safety applicable in their industry, including those established by applicable regulators and consumer standards associations. All employees hired by the Merchant must be screened by the Merchant for suitability to provide the services offered via the Retreat platform to Retreat's customers. The safety of products and services provided by Merchants should be protected by adequate security measures at all stages of production, packaging, storage and distribution in order to prevent tampering or contamination.

3. Product Recall Process

All products provided by Merchants must be safe for their intended use by / on Retreat customers. Each Merchant is expected to implement procedures to identify potentially harmful products and complete an appropriate product recall, whether voluntary or mandated, in accordance with applicable laws and industry practices. Such procedures should ensure clear and prompt communication regarding such products to consumers and Retreat and the immediate removal of potentially harmful products from the Merchant's supply. The Merchant has, and will continue to have in place, a sufficiently tested, suitable and reliable product safety and quality assurance program, including a process to effectively and efficiently address recalls.

4. Application of Policy

This Policy applies to a Retreat Merchant and should not be read in lieu of but in addition to the Merchant's obligations as set out in any agreements between Retreat and/or its affiliates and the Merchant. In the event of a conflict between this Policy and an applicable agreement, the agreement shall govern. In addition, any subcontractor retained by a Merchant must also respect this Policy. Retreat reserves the right to take appropriate remedial action in the event a Merchant violates the Policy.

5. Publicity

The Merchant, including any of its agents or brokers, shall not, without the prior written consent of Retreat, advertise or disclose its relationship with Retreat or discuss or reveal any aspect of this Policy to the public or with or via any form of media.

6. Use

Retreat will maintain the Retreat website as a platform whereby, under contract with Retreat, the Merchant may advertise for and have Retreat customers arrange for services and/or products. When a Retreat customer books an appointment with the Merchant, the Merchant will receive an email confirmation from Retreat requesting that the Merchant confirm said appointment, after which time, the appointment has been confirmed ("Confirmed"). By using the Retreat platform, the Merchant agrees to:

(a) List appointments on the Retreat platform on a rolling, one month basis. The Merchant may remove appointments so long as they are not booked or Confirmed and as long as at least one (1) appointment per week is available to by booked by Retreat customers;

(b) Not remove an appointment once it has been Confirmed using the Retreat platform. The Merchant shall honour said appointment unless cancelled by the applicable Retreat customer;

(c) Permit Retreat to access, review and use images and/or material from the Merchant's website for use on the Retreat platform to promote to Retreat's customers, the Merchant's business, services and products provided;

(d) Comply with and honour all Retreat terms and conditions including but not limited to the End User Agreement – Terms and Conditions (the "User Terms") which include provisions addressing the cancellation of appointments by Retreat customers, payment for services via the Platform being processed by third party service providers and, in certain circumstances, payment of refunds in the event of appointment cancellations by way of Retreat credit and not monetary compensation. In the event of a conflict between the Merchant's terms and the User Terms, the Merchant agrees to have the User Terms prevail and govern.

7. Merchant Policies

The Merchant has, and will continue to have, the proper policies and procedures in place to ensure the history, application, location and other relevant information reasonably required by Retreat from time to time, in connection with all products and/or services provided to Retreat and/or its customers, including their ingredients, components, invoices or other elements therein or related thereto, as applicable, can be clearly and properly traced or otherwise followed from their respective points of origin, through all stages of production, processing and distribution, to their post-delivery location(s). Merchant shall maintain complete and accurate records and legally prescribed documents in support of the foregoing, and promptly provide same to Retreat upon request or in accordance with timelines communicated by Retreat to the Merchant from time to time.

8. Intellectual Property Rights

The Merchant acknowledges that all patents, copyrights, trademarks, trade dress, designs, specifications, formulas, processes and any other intellectual property it may develop or assist in developing relating to the provision of services and products via the Retreat platform are the sole and exclusive property of Retreat and in furtherance of the foregoing, the Merchant assigns and conveys any and all of its rights, title and interest in and to same to Retreat and waives all moral rights in connection therewith. Merchant shall obtain assignments of intellectual property and waivers of moral rights from its employees and independent subcontractors as may be required by applicable law. Merchant agrees to do such further acts as Retreat may require from time to time in order to preserve and register its ownership of the foregoing.

9. Confidentiality

Retreat and the Merchant may, from time to time, provide the other with certain proprietary information. In the case of Retreat, its proprietary information includes product specifications, trade secrets, pricing, customer lists, personal information and other confidential and proprietary information concerning its business, and in the case of the Merchant, its proprietary information includes pricing, costing, and other confidential and proprietary information concerning its operations (in each case, referred to as "Confidential Information"). The Merchant must keep all such information strictly confidential and shall only disclose it to those individuals within their own organizations with a need to have the information. The Merchant shall not disclose such information to any other party without the written permission of Retreat. Each party shall keep all Confidential Information strictly confidential and any Confidential Information shall only be used for purposes of performing obligations under this Agreement.

10. Insurance

The Merchant must maintain and be in compliance with Retreat insurance requirements, which may be revised from time to time. Retreat is not in any manner liable to its customers for products or services provided to customers that use the Retreat platform to arrange for the provision of services or the ordering of products from the Merchant. The Merchant is solely responsible for maintaining a commercial general liability insurance policy, the provisions of which are satisfactory to Retreat and confirmation of which must be obtained by the Merchant from Retreat prior to engaging in the provision of products and/or services via the Retreat platform. Should Retreat be named in any form of legal proceeding, the Merchant will fully indemnify Retreat and save Retreat harmless from any claims, judgments, legal fees and disbursements associated with the same.

11. Scope of Audit

Retreat, its agents or designates shall have the right to enter on to the premises of the Merchant, its agents, subcontractors or assignees, as the case may be, and inspect the Merchant's operations, books and records for the purposes of assessing the facilities, property and/or environment in which the product is manufactured, produced and/or stored, or the services are delivered as well as confirming compliance with the requirements in the Retreat Contracts, including, without limitation, proper quality control procedures. All such audits will be conducted during regular hours of operation, with such frequency as Retreat determines, at Merchant's sole cost and expense. While under normal circumstances Retreat shall provide Merchant notice of any such inspection, Retreat reserves the right to audit the Merchant on an unannounced basis.

12. Exclusivity

The relationship between Retreat and the Merchant shall be non-exclusive. Retreat is free to engage service and/or product providers which may be deemed to be competitive with or operating in the same industry or market as the Merchant. Likewise, subject to the terms and in compliance with the obligations of the Merchant articulated herein, the Merchant is free to list their services and/or products on other services providers substantially similar to the Retreat platform. Under no circumstances, unless agreed to in writing by Retreat and the Merchant, the relationship between them shall not form the basis for any form of teaming, partnership or joint business venture.

13. Termination

The relationship between Retreat and the Merchant may be terminated by either Retreat or the Merchant by written notice of the terminating party to the other. Upon termination, the Merchant and Retreat shall honour all appointments of services and/or products to be provide, as may be booked via the Retreat platform prior to termination of the relationship between the Merchant and Retreat.

The Merchant agrees that all representations and warranties contained in this Agreement shall survive acceptance, inspection and any subsequent sale of any merchandise or provision of services, and termination of this Agreement.

The Merchant acknowledges that, without limiting any other rights, Retreat may have under this Agreement, should Retreat discover that the Merchant is not in compliance with any of the foregoing, Retreat may immediately cancel any outstanding purchase order and immediately terminate this Agreement and any other agreement or relationship it may have with the Merchant.