Connection

This Merchant Agreement (“Agreement”) is made and entered into on [Date], by and between TWISH TECHNOLOGIES INC™ (“TWISH™”), a corporation registered in Canada, and partnering beauty and wellness professional (“Merchant”), to set out the terms and conditions under which the Merchant will participate in the TWISH™ platform.

By using TWISH™'s platform and services, Merchant agrees to comply with the terms outlined in this Compliance Statement. Failure to adhere to these terms may result in termination of services and legal action to protect TWISH™'s exclusive rights.

1. Purpose

1.1 This Agreement establishes the contractual relationship between TWISH™ and the Merchant. It defines both parties' terms, conditions, obligations, liabilities, and responsibilities.

2. Definitions

2.1 Terms used in this Agreement shall have the meanings outlined in the TWISH™ General Terms and Conditions of Use unless otherwise defined herein.

3. Registration and Account

3.1 The Merchant agrees to provide accurate and complete information during the registration process and to keep this information up-to-date.

3.2 The Merchant must hold a valid professional certification or license in compliance with Health Canada and provincial legislation to offer beauty and wellness services on the platform.

4. Services Provided

4.1 The Merchant can list beauty and wellness goods and services on the TWISH™ platform through the Beauty PRO User Portal.

4.2 The Merchant can trade professional equipment with other professionals on the platform.

4.3 The Merchant agrees to adhere to all Catalogue Rules and ensure that all listings comply with public health and safety regulations.

5. Merchant Obligations

5.1 The Merchant shall: a. List items and services accurately, providing clear and detailed descriptions and high-quality images. b. Ensure that all products and services comply with relevant laws and regulations. c. Fulfill all orders and services promptly and professionally. d. Maintain high standards of hygiene and safety under Health Canada regulations.

5.2 The Merchant must ensure all goods are safe, non-counterfeit, and legally transferable to Buyers.

6. Fees and Payments

6.1 The Merchant shall pay a monthly membership fee as determined by TWISH™.

6.2 Payment for services and goods sold through the platform will be processed through the Integrated Payment System. The Merchant agrees to Stripe Payments Canada Ltd.’s terms for processing payments.

6.3 The Merchant will receive payment for completed transactions minus any applicable fees, including the Buyers Protection Fee.

7. Shipping and Fulfillment

7.1 The Merchant is responsible for shipping items within five (5) working days following a purchase unless otherwise agreed with the Buyer.

7.2 The Merchant may use TWISH™’s Integrated Shipping service or follow TWISH™’s shipping instructions if opting for personal shipping arrangements.

7.3 The Merchant must provide tracking information for shipped items.

8. Returns and Refunds

8.1 The Merchant agrees to comply with TWISH™’s return and refund policies as outlined in the General Terms and Conditions.

8.2 The Merchant is responsible for accepting returns and processing refunds for items deemed Significantly Not as Described or damaged during transit.

9. Liability and Indemnification

9.1 The Merchant acknowledges and agrees that TWISH™ is not a party to transactions between Buyers and Sellers. TWISH™ is not responsible for the quality, legality, or safety of items listed on the platform.

9.2 The Merchant shall indemnify and hold TWISH™ harmless from any claims, damages, or expenses arising from the Merchant’s use of the platform or breach of this Agreement.

10. Intellectual Property

10.1 The Merchant grants TWISH™ a non-exclusive, worldwide license to use, reproduce, and display the Merchant’s content (including images and descriptions of goods and services) for the purpose of operating and promoting the TWISH™ platform.

10.2 TWISH™ reserves the exclusive rights to modify, update, or change any part of its technology at its sole discretion. All intellectual property, including client acquisition technology, booking technology, and any other proprietary technologies, remains the exclusive property of TWISH™.

11. Client Base Compliance Statement

• Exclusive Client Base: The client base acquired through TWISH™'s client acquisition technology is the exclusive property of TWISH™. Merchant does not have any ownership rights over these clients. Merchant is prohibited from claiming, copying, transferring, or withdrawing any clients acquired through TWISH™.
• Retention of Clients: All clients acquired through TWISH™'s platform remain the exclusive property of TWISH™. Merchant acknowledges that these clients are managed solely through TWISH™'s platform and services.
• Membership Cancellation: In the event that a Merchant cancels their membership with TWISH™, they forfeit any rights to the clients acquired through TWISH™. Additionally, Merchant will lose access to all technology features provided by TWISH™, including but not limited to the client referral service, booking technology, and retail media technology.

12. Termination

12.1 Either party may terminate this Agreement by providing thirty (30) days written notice to the other party.

12.2 TWISH™ may terminate this Agreement immediately if the Merchant breaches any of its terms or engages in fraudulent or illegal activities.

13. Governing Law and Dispute Resolution

13.1 This Agreement shall be governed by and construed under the laws of the province where the Merchant resides at the time of registration and the federal laws of Canada.

13.2 Any disputes arising out of or in connection with this Agreement shall be resolved amicably. If resolution is not possible, disputes shall be subject to the exclusive jurisdiction of the courts of the province where the Merchant resides.

14. Miscellaneous

14.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

14.2 If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.