TERMS OF AGREEMENT – Reel

REEL MERCHANT PARTNERS TERMS OF AGREEMENT

March 20th, 2021

This Agreement is a contract between the Merchant (“ You ”, “ Your ”) and Reeelit Inc (" we ", " us ", " our " or " Reel ", and together with You, the “ Parties ”). By creating a profile in our partner portal, or using Reel's Services, You agree to be bound by its terms.

a. Your use of our Services shall constitute acceptance of this Agreement. If You do not accept the terms of this Agreement, You must not use Reel's Services.

1. Overview

1.1 Reel Services

(a) Reel Services allow Customers to save in installment toward purchases.

(b) We have no obligation to supply our Services, and You may not permit Customers to make Reel Purchases, until You have completed and returned to us all required documentation, and all required documentation has been approved by Reel.

1.2 Reel Policies

(a) We will provide the Services in accordance with the Reel’s Privacy Policy; and T&C (collectively, the "Reel Policies" ).

(b) To the extent of any inconsistency between this Agreement and Reel’s Policy, this Agreement will prevail.

1.3 Changes to this Agreement

Reel may amend this Agreement by giving You no less than 30 days' written notice prior to the effective date of the proposed change. If You do not want to continue receiving the Services as a result of any such change You may terminate this Agreement for any reason by giving at least 14

days' prior written notice.

You will be deemed to have accepted any change notified to You on the earlier of (1) Your written acceptance of the change; or (2) the effective date of the change (provided this Agreement has not been terminated before the effective date of the change).

2. Fees, Billing and Payments

2.1 Overview

Reel Fees	There will be a % that will vary by partner, you can find it on the profile section of the portal + $0.30
Payment Amount	Total order price minus Reel Fees
Payment Frequency	Payment will be processed as soon as the order is shipped
Payment Type	ACH sent to the account you provide in your profile
Shipping	Merchant is responsible for standard shipping costs.

2.2 Payments from Us to You

(a) We will pay You the Settlement Amount relating to Reel Purchases in accordance with this clause. Settlement Amount means, the relevant Sale Price minus the Reel Fees

(b) Payments of the Settlement Amounts will be made by us once a week, as a single transaction incorporating the aggregate Settlement Amounts for all Reel Purchases so due, and paid on a net settlement basis and by direct transfer of immediately available funds to Your nominated Account. We cannot guarantee against any delays of receipt of Settlement Amounts caused by the banking system or other external factors.

2.3 Payments to Us and Our Fees

(a) All payments made under this Agreement must be made in U.S. dollars.

(b) You must pay Reel the Fee (as outlined in 2.1) for each Reel Purchase.

(c) The fee will be automatically deducted from the relevant Sale Price, so that the Settlement Amount will be sale price minus the Reel Fee.

(d) The Fee is not refundable unless paid incorrectly or a refund of the Fee is otherwise required by law.

(e) Reel may, at its sole discretion debit Your nominated Account in accordance with the ACH Authorization, or set off against any amounts we are obliged to pay to You under this Agreement, all amounts owed by You to us under this Agreement (including, without limitation, any Fees, Refund Amounts and Customer Payments which You are liable to pay us under this Agreement).

2.4 Obligations in Respect of Returns, Refunds and Chargebacks

(a) Your policies and agreements (including Your refund policy) with a Customer must comply with Applicable Law and You must consider any Customer's request for Return in good faith and in accordance with your policies and the Applicable Law. You will be responsible for processing any Returns in accordance with your policies.

(b) If Your policies permit Returns to be made later than one hundred and twenty (120) days after purchase, the terms of this clause shall not apply and Reel shall have no liability to You in respect of Returns made later than one hundred and twenty (120) days after purchase. You must deal directly with the Customer with respect to such returns and the associated Refund.

3 Your Obligations

3.1 General obligations

(a) You agree to comply with any reasonable direction given by us in respect of the integration of Reel on Your Website (as applicable) which includes representing the Reel tagline on the product page on all products where Reel is offered. If You have implemented Reel other than in accordance with the materials that Reel has provided to You, You must obtain written approval from an Reel representative before You allow Customers to make Reel Purchases.

(b) You must make Reel available for use by Customers on Your Website (as applicable) as soon as reasonably practicable or as otherwise agreed by Reel in writing, acting reasonably. You must continue to allow Customers to make Reel Purchases as permitted under this Agreement for the duration of this Agreement, except: (i) during any period of suspension imposed by us in accordance with the terms of this Agreement; or (ii) as otherwise agreed by us in writing, acting reasonably.

(c) You must not provide Customers with any information about Reel or our Services that is false, misleading or inaccurate. You must not make any warranty, representation or statement to any Customer relating to Reel or our Services (including that Reel is available for the purchase of any Goods to be Delivered to a location outside of the United States).

(d) If we are concerned that any content or materials displayed do not comply with clause 3.1, we may request that You modify or delete the relevant content or materials, or remove them from display. You must comply with any request made under this clause 3.1 as soon as practicable and, at the latest, within 7 Business Days of the request, unless You can otherwise establish to our reasonable satisfaction within this time frame that the content or materials comply with the requirements of this Agreement. We have the right under clause 6 of this Agreement to suspend Your access to Reel if you breach these requirements, or if we reasonably suspect that You have breached them.

(e) If you grant Reel, including any employee or agent of Reel, access to Your system, website, platform, code base or other technology, for any purpose related to the Services including, but not limited to, integration of computer code, other technology, content, images or marketing materials, you acknowledge and expressly agree that Reel will have no liability for any damage, interruption, errors or other loss related to your system, website platform, code base or other technology that may be caused by the acts or omissions of Reel.

(f) You must cooperate with us to promptly resolve all disputes with Customers (including where necessary, taking any action reasonably directed by us).

(g) You must comply with all Applicable Law in fulfilling Your obligations under this Agreement in relation to each Reel Purchase, and in relation to the Goods. You must assist us to comply with our obligations under any Applicable Law as reasonably directed by us. We may suspend our performance of the Services to You, if we reasonably believe that making a payment or processing the Reel Purchase in connection with this Agreement may breach any Applicable Law.

(h) You must not provide us with any information that is false, inaccurate or misleading.

(i) You must not use any technology (device, software or hardware) to damage, intercept or interfere with our Services, or any software or technology that we use to provide the Services.

(j) You must notify us of any intention to commence advertising or offering Restricted Goods or Services for sale.

“Restricted Goods or Services” means:

(i) goods or services that infringe third party Intellectual Property, including (without limitation) counterfeit goods and pirated content; (i) dangerous goods, being goods that cause damage, harm or injury, including (without limitation), recreational drugs (chemical or herbal), psychoactive substances, equipment to facilitate drug use, weapons, ammunition, explosive materials and fireworks, instructions for making explosives or other harmful products, tobacco products; (ii) gambling or gambling-related content; (iii) medicines and dietary supplements; (iv) products that enable dishonest behavior, including (without limitation) hacking software or instructions, fake documents and academic cheating products; (v) any other goods or services which Reel considers, in its reasonable discretion, to be dangerous, inappropriate or high risk. (vi) You agree for the individuals communicated by You to us to be granted access to Reel’s Merchant Portal. You must ensure that the appropriate role is assigned, and acknowledge that You are wholly responsible for the actions of any person to whom access is granted, including any person who abuses his/her rights. If You would like us to amend or remove a person's rights, You must provide us with written instructions to do so.

3.2 Obligations in Respect of Reel Purchases

(a) Where a Customer makes an online Purchase using Reel or we make a purchase on behalf of a Reel user, You must use commercially reasonable efforts to ensure that all Goods are Delivered to the Customer promptly, and within the expected Delivery period as represented to the Customer at the point of sale.

(b) You must not increase the Sale Price or Shipping Costs, or otherwise charge a Customer any other fees or increase the overall cost to the Customer because the Customer has elected to use Reel as a payment method.

(c) You are responsible for ensuring that appropriate insurance policies are in place for Your Delivery of the Goods to Customers. Reel will not be responsible for any damage caused to Goods that are goods during Delivery or any loss or damage caused in connection with the supply of Goods that are services.

3.3 Transfers or assignments

(a) You may not transfer or assign any rights You may have under this Agreement without our prior written consent, not to be unreasonably withheld. (

b) We may transfer or assign this Agreement, and any right under this Agreement, to a third party, and we will notify You in advance of such a transfer or assignment.

3.4 Intellectual Property

(a) Except as expressly provided in this Agreement, You acknowledge and agree that nothing in this Agreement shall confer to either Party or any of its affiliates any right of ownership in any of the Intellectual Property of the other Party.

(b) You must not copy, modify, alter or amend or use for any other purpose any Reel Intellectual Property without our express prior written consent, and must not supply Reel Intellectual Property to any third party without our prior written consent.

(c) On termination of this Agreement, You must permanently delete all copies of the Reel Software in Your possession or control. You must immediately discontinue the use or display of any Reel Intellectual Property, or change the manner in which the Reel Intellectual Property is used or displayed whenever we reasonably request that You do so.

(d) You permit Reel to use Your name, logo and details of Your Website in any of Reel’s marketing materials, including via posts on social media (including but not limited to Facebook, Twitter, LinkedIn and Instagram), and in directory listings of Reel's merchants. You also agree that we may use one image from Your Website in our directory listings of Reel’s Merchants. You agree to obtain on our behalf any third party consents or licenses required to enable us to use such image as contemplated by this Agreement, without attribution, and without charge to us. If You notify us that You would like Your name, logo and/or details of Your Website removed from this marketing material, or would prefer us to use a different image in our directory listings, we will do so as soon as reasonably practicable.

(e) You further agree that we may share, re-post and otherwise use any images and other content You include on Your social media accounts or pages on our websites, social media accounts and pages, without Your consent, and without any payment to You, provided we credit You as the source of such image or content, or include any other statement of attribution that You reasonably require, and promptly remove or alter such image or content at Your written request.

4 Confidentiality

(a) Except as expressly permitted or required by this Agreement, each Party must not use any of the other Party's Confidential Information.

(b) Except as expressly permitted or required by this Agreement, each Party must not disclose to any other person any of the other Party's Confidential Information.

(c) Each Party may disclose the Confidential Information of the other Party: (i) when required to do so by Applicable Law or any regulatory authority or registered stock exchange; (ii) to a director, officer, employee, agent or contractor of the first Party whose duties reasonably require such disclosure, provided such person has agreed to keep the information confidential; (iii) to its professional advisers, investors or financing sources (or potential investors or financing sources), who have agreed to keep the information confidential; and (iv) when required by to do so by law.

(d) Each Party must take all reasonable steps to ensure that no Confidential Information of the other Party is used, directly or indirectly, in any way that is detrimental or adverse to the other Party and that each person to whom any Confidential Information of the other Party must be or has been disclosed does not use or disclose such Confidential Information except as is consistent with these confidentiality commitments.

(e) Each Party must take steps no less rigorous than those which it takes in respect of its own information to prevent any unauthorized use, disclosure or loss of, or unauthorized access or damage to, the Confidential Information of the other Party under its possession or control.

5 Disputes

(a) If You wish to raise a dispute or submit a complaint to us, You must contact us using the details listed below, or any alternative contact details we provide to You for this purpose from time to time. Such disputes must be raised with us as soon as is practicable and not later than 14 days after You become aware of the grounds for dispute. Email : Partners@joinreel.com

(b) We may request additional documentation from You to assist us in resolving any complaints or disputes (including Customer complaints and disputes), and You must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes (including Customer complaints and disputes).

6 Suspension

(a) In addition to our rights in this Agreement, we may suspend Your access to the Services immediately (or from such other date as we may nominate) by giving You written notice if: (i) You have breached, or we reasonably suspect that You have breached, any provision of this Agreement; (ii) You undergo a change of ownership or control and we are unable to verify your new ownership; or (iii) we reasonably consider your behavior to be suspicious.

7 Termination

7.1 Termination for cause

(a) Either Party may terminate this Agreement immediately (or from such other date as it may nominate) by giving the other Party written notice of termination if: (i) the other Party breaches any provision of this Agreement, and either such breach is incapable of remedy, or the other Party has failed to remedy such breach within 14 days of the date of a written notice issued to it by the first Party requiring rectification of the breach; (ii) the other Party engages in any fraudulent activity or conduct; (b) In addition, we may terminate this Agreement immediately (or from such other date as we may nominate) by giving You written notice of termination if: (i) we reasonably believe that Your consumer agreements with Customers, your provision of the Purchase Payment Agreement, or other interactions with Customers do not reflect the original basis of our contracted agreement (including, without limitation, where You change Your policies in any way that affects the ability of any Customer to Return any Goods in the manner intended under this Agreement); (ii) You are offering for sale or selling Restricted Goods or Service through Your Website (iii) You undergo a change of ownership or control; or (iv) We are unsuccessful in debiting Your account pursuant to the ACH Authorization and any such default remains uncured for more than two (2) Business Days.

7.2 Termination for convenience

Either You or we may terminate this Agreement for any reason by giving at least 14 days' prior written notice.

7.3 Consequences of termination

(a) Termination of this Agreement does not affect any right or obligation which arose under this Agreement before such termination or which arises in respect of any Goods that are Returned after such termination, and is without prejudice to the Parties' other rights and remedies. (i) each Party must promptly return to the other any Confidential Information or property of the other in the first Party's possession or control; (ii) all rights and licenses granted under this Agreement will terminate immediately, except as expressly provided in this Agreement, and You must immediately cease using all Reel Intellectual Property.

8 Warranties, Liability and Indemnity

8.1 Your representations and warranties

(a) You warrant and represent to us that: (i) the assignment of the Purchase Payment Agreement to us under this agreement will constitute a true sale of rights and obligations provided under the Purchase Payment Agreement to us by way of an absolute assignment, and is valid and binding on You and is enforceable against You and all other third parties; (ii) You control the content of the Website; (iii) all information You provide to us in connection with this Agreement is complete, current and correct; and (iv) the person who entered into this Agreement on Your behalf was duly authorized to do so and to bind You.

(b) In addition, You make the following representations and warranties to us in relation to each Reel Purchase: (i) You do not know of or have any reason to suspect any fraud or suspicious activity relating to the Reel Purchase, and neither You nor Your employees or agents have concealed or otherwise failed to disclose to us any information. (ii) You have Delivered or have arranged for Delivery of, all the Goods involved in the Reel Purchase; (iii) the Goods, at the time they were Delivered to the Customer, were fit for any particular purpose which the Customer made known to You or Your agents or employees; (iv) in relation to Goods that are goods:

A. the Customer has, or will have, title to the Goods listed and clear of all encumbrances, liens and claims;

B. the Goods, at the time they were Delivered to the Customer, were of merchantable and acceptable quality; and

C. the Goods match any sample or demonstration model shown to the Customer; and (v) in relation to Goods that are services: A. the Goods have been, or will be, provided with due care and skill; and B. the Goods will be Delivered within the agreed time frame, or within a reasonable time frame if no time has been agreed for provision of the Goods; and (vi) You have not sought or obtained, and will not seek or obtain, any special arrangement or condition from, nor discriminated in any way against, the Customer with respect to the terms of the Reel Purchase.

8.2 Limitation of Liability and Warranty Disclaimer

(a) To the extent not prohibited by law, under no circumstances shall we, our subsidiaries, partners, or affiliates, be liable to you for: (a) personal injury or any indirect, incidental, consequential, special or exemplary damages, arising from or relating to this Agreement, the use of or inability to use the Services, Reel or the Merchant Portal, or our or your liabilities to third parties arising from any source; or (b) except as required under applicable law, any indirect, incidental, consequential, special or exemplary damages, arising from or relating to the conduct of you or anyone else in connection with the use of the Services, Reel or the Merchant Portal, including, but not limited to, damages arising from your failure to provide us with accurate information or a third party’s failure to correctly verify such information. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, SOME OF THIS SECTION MAY NOT APPLY TO YOU. To the full extent permitted by law, the aggregate liability of us and our affiliates and suppliers to you for all claims arising out of or related to this Agreement or your use or inability to use Reel or the Merchant Portal will not (other than as may be required by Applicable Law in cases involving personal injury) exceed $5,000. These limitations will apply even if the above-stated remedy fails of its essential purpose.

ALL SERVICES PROVIDED BY REEL HEREUNDER AND ALL LICENSES TO REEL MARKS AND SOFTWARE ARE PROVIDED OR LICENSED, AS APPLICABLE, ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN. REEL AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8.3 Indemnification

(a) You agree to release, indemnify and hold harmless us, our affiliates, and our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to: (i) any transaction, contract, understanding, promise, representation, warranty or other relationship, actual, asserted or alleged, between You and any Customer relating to the Reel Purchase, the Purchase Payment Agreement, or the Goods; (ii) Your violation of any rights of a third party, including but not limited to intellectual property rights; (iii) any Goods (including, without limitation, any product liability or warranty claim relating to those Goods, any claim that the supply of the Goods breaches a statutory guarantee, and any claim by the Customer relating to the quality or sufficiency of the Goods); and (iv) any false or misleading representation, negligent or fraudulent conduct by You or Your officers, directors, employees or agents in connection with an Reel Purchase, the Purchase Payment Agreement, any related Goods, or any related matter.

9 General

9.1 Notices

Unless otherwise specified in this Agreement, any notices to be given hereunder to any other Party, including any notice of a change of address, shall be in writing and shall be deemed validly given if (a) delivered personally, (b) sent by overnight or second day express delivery service, (c) sent by registered or certified mail, postage prepaid, return receipt requested, or (d) sent by electronic mail, as follows: (a) Partners@joinreel.com

9.2 Relationship of the Parties

Reel is serving as an independent contractor to You under this Agreement. Nothing in this Agreement shall be deemed or construed to create the relationship of partnership or joint venture between the Parties, it being understood that neither the method of computing compensation nor any other provision contained in this Agreement shall be deemed to create any relationship between the Parties other than the relationship of independent parties contracting for services. Neither Party has nor shall either Party hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other Party.

9.3 Governing Law and Jurisdiction

(a) This Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of laws principles. All legal proceedings relating to the subject matter of this Agreement shall be maintained in the United States District Court for the District of Delaware (or in the state courts sitting in Wilmington, Delaware if federal court jurisdiction is not available). The Parties mutually acknowledge and agree that they will not raise, in connection with any such suit, action or proceeding brought in any federal or state court located in the applicable state as set forth above, any defense or objections based upon lack of personal jurisdiction, improper venue, inconvenience of forum or the like. In the event that legal action is brought to determine or enforce the rights of any Party to this Agreement, the prevailing Party shall be entitled to recover reasonable legal fees, costs, and expenses from the other Party, including expert witness fees. REEL AND YOU EACH HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM WILL HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES WHICH MAY ARISE OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. (b) The arrangements for the sale and purchase of any goods or services is a separate consumer contract between You and the relevant Customer and the Customer's rights and remedies as a consumer in respect of that sale and purchase are as between You and the Customer, to the exclusion of Reel (to the maximum extent permitted by law).

9.4 Entire Agreement

This Agreement constitutes and contains the entire agreement between You and us with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

9.5 Waiver

A failure to exercise or a delay in exercising any right, power or remedy under this Agreement does not operate as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that wavier unless made in writing.

9.6 Severability

If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.

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