These terms and conditions, dated the date of purchase (the “Effective Date”), are entered into by and between the purchasing client (referred to as “Client”) and 1323580 B.C. LTD (referred to as “MasteringEcommerce”). The following terms and conditions, together with any documents expressly incorporated by reference (collectively, “Terms”), govern your access to and use of the MasteringEcommerce services (the “Service”).

1. Service/Fee.

1.3 Client shall reimburse MasteringEcommerce for all costs incurred in collecting any overdue payments and related interest, including, without limitation, attorneys’ fees, legal costs, court costs, and collection agency fees.

2. Client Obligations.

2.1 Client agrees to cooperate with MasteringEcommerce in performance of the Service, respond promptly to any request from MasteringEcommerce; provide such information as MasteringEcommerce may request in a timely manner in accordance with the terms outlined in Section 2.3 herein; comply with laws, regulations, and codes, as may be applicable.

2.2 While the majority of the service is “Done For You”, there are certain decision points that require Client participation and decision making. In order for MasteringEcommerce to effectively render the Service in a timely manner. Any instance where MasteringEcommerce is requesting Client response, action, approval, or feedback of any kind, needs to be communicated to the proper person within MasteringEcommerce within two (2) business days. If Client fails to respond within two (2) business days, then Client is agreeing in advance to allow MasteringEcommerce to take the needed action on behalf of Client. Client acknowledges and agrees that decisions made by MasteringEcommerce on the Client’s behalf will not be changed after the two (2) business day allowance.

2.3 MasteringEcommerce may provide Client with certain recommendations in connection with the Service. Client understands that unreasonable delay or failure to fulfill these recommendations, and any other Client obligations that MasteringEcommerce may reasonably require, may result in a material breach of these Terms, and forfeit of Fees paid by Client to MasteringEcommerce

3. Term/Termination.

3.1 The term of the Agreement (“Term”) commences on the Effective Date and continues for the specified time period outlined in Schedule A for each respective service.

3.2 Client may terminate this Agreement within three (3) business days from the Effective Date (“Refund Period”). Should Client properly and validly terminate this Agreement, MasteringEcommerce will return to Client any Fees paid by Client to MasteringEcommerce. Client understands that in no event will Client have the right to terminate this Agreement at any time after the Refund Period.

3.3 MasteringEcommerce may terminate this Agreement at any time, without cause, by providing prior written notice to Client. Notwithstanding the forgoing, MasteringEcommerce, in its sole discretion, may immediately terminate these Terms and keep for itself any Fees received by Client if Client: (a) fails to pay any amount when due hereunder; (b) breaches any provision of this Agreement; (c) if Client (i) becomes insolvent, (ii) is generally unable to pay, or fails to pay invoices as they become due, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, (iv) makes or seeks to make a general assignment for the benefit of its creditors, or (v) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.

4. Non-Disparagement.

4.1 Client agrees that Client will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Service or MasteringEcommerce or its affiliates or their respective businesses, or any of their respective employees, officers, and existing and prospective Clients, suppliers, investors and other associated third parties. This Section does not, in any way, restrict or impede the ability to exercise protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

5. Confidentiality

5.1 Either party (as the “Disclosing Party”) may, from time to time, disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, products or services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (individually and collectively, “Confidential Information”). For the avoidance of doubt, this Agreement and the terms thereof are Confidential Information.

5.2 The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care (such efforts shall include, at a minimum, industry standard safeguards, agreements, technological protections, encryption, firewalls, and other similar mechanisms); (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations hereunder; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms. The Receiving Party shall be responsible for any breach of this Section caused by any of its representatives. At the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this Section and to secure its enforcement.

6. Intellectual Property.

The Service and its entire contents, features, and functionality (including but not limited to all information, software, text, data, displays, design, images, video and audio, and the selection and arrangement thereof) (individually and collectively, “Intellectual Property”) are owned by MasteringEcommerce, its licensors, or other providers of such material and are fully protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, and MasteringEcommerce reserves all rights in and to its Intellectual Property. Client must not use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any Intellectual Property except as expressly provided in these Terms or with the prior written consent of MasteringEcommerce. No right, title, or interest in or to Intellectual Property, the Service, or any content owned by MasteringEcommerce is transferred to Client. MasteringEcommerce logo(s) and all related names, logos, product and service names, designs and slogans are trademarks of MasteringEcommerce or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans used in connection with the Service are the trademarks of their respective owners. Client shall not remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary right notice. Client further agrees that Client will not display MasteringEcommerce’ Intellectual Property in any way which may be distasteful, defame, or misrepresent MasteringEcommerce or the Service. Any use of Intellectual Property not expressly permitted herein is a material breach of these Terms and all rights not expressly granted are reserved by MasteringEcommerce. It is Client’s sole responsibility to ensure that Client follows all laws, regulations, and other legal obligations with respect to the use of third-party intellectual property. It is recommended that Client seek legal advice to ensure compliance with these obligations.

7. Information Provided.

While every reasonable effort is made to ensure the accuracy, completeness, or usefulness of information provided MasteringEcommerce does not warrant this. Any reliance Client may place on such information is strictly at Client’s own risk. MasteringEcommerce disclaims all liability and responsibility arising from any reliance placed on such information. MasteringEcommerce may update the content on the Service from time to time and MasteringEcommerce does not represent or warrant that it is complete or up to date. Information on the Service may be out of date at any given time, and MasteringEcommerce is under no obligation to update such information. If the Service contains links, including affiliate links, to other sites and resources provided by third parties, these links are provided for convenience only. MasteringEcommerce accepts no responsibility for any loss or damage that may arise from Client’s use of third-party links. The promotion, sale, or advertisement of goods and/or services does not constitute an endorsement of such goods or services by MasteringEcommerce.

8. Work Product.

As a result of the Service performed by MasteringEcommerce certain work product will be produced including, but not limited to, websites, brand names, logos, graphics, photographs, digital images, copy, emails, product listings, and product branding (“Work Product”). Upon completion of the Services, MasteringEcommerce will provide a notice of completion to Client (“Service Complete Notice”) when the deliverables included on Schedule A are complete and ready for transfer to Client. Upon receipt of final payment by Client, MasteringEcommerce shall transfer the Work Product to Client in a cloud-based file storage system (e.g., Google Drive. Microsoft SharePoint, Dropbox, etc). The Work Product will be available to the Client for a period not to exceed thirty (30) days. Client agrees to take right, title, and interest to the Work Product via download to Client’s servers or any other internal system Client chooses to utilize. Any Work Product natively residing on Client’s website as a result of the Service, shall be considered to have been delivered in full by MasteringEcommerce (e.g., product description, product images, website copy, etc). MasteringEcommerce shall have no ownership of or interest in the Work Product after the transfer takes place.

9. Fee-For-Service.

MasteringEcommerce provides the Work Product on a fee-for-service basis only and Client understands and agrees that it is engaging MasteringEcommerce for the Services on a fee-for-service basis only. This Agreement shall be considered rendered in full upon the delivery of the Work Product to Client and Client agrees that MasteringEcommerce will have been considered to render the Service in full at the date of transfer of the Work Product.

10. Representations and Warranties.

Client represents, warrants and covenants to MasteringEcommerce that Client (a) has the right, power and authority to enter into this Agreement and will fully perform all of its obligations; (b) is not subject to any obligation, legal disability or restriction which will or might prevent compliance with Client’s obligations or which will create any liability on the part of MasteringEcommerce; (c) has not publicly or privately disparaged MasteringEcommerce or MasteringEcommerce products or services in the past; (d) will conduct itself in a professional manner in accordance with the highest standards; and (e) will act in a lawful manner in connection with the Services and the terms of this Agreement at all times. Furthermore, Client represents, warrants, and covenants that the performance of obligations hereunder will not violate or infringe upon the rights of any third parties.

11. Indemnification.

Client (as “Indemnifying Party”) shall indemnify, hold harmless, and defend MasteringEcommerce and its managers, officers, directors, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or related to Client’s acts, omissions, errors or any third-party claim alleging: (a) breach or non-fulfillment of any provision of the Terms by Indemnifying Party; (b) any negligent or more culpable act or omission of Indemnifying Party (including any reckless or willful misconduct) in connection with the performance of its obligations hereunder; (c) any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party (including any reckless or willful misconduct); (d) marketing or sales of the Service to customers (including any product liability claims) by the Indemnifying Party; or (e) any failure by Indemnifying Party to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations hereunder.

12. Governing Law.

12.1 All matters relating to the Service and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Province of British Columbia, Canada without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction).

12.2 Any legal suit, action, or proceeding arising out of, or related to, the terms contained within this Agreement for the Service shall be instituted exclusively in the courts of the Province of British Colubmia. Client waives any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Dispute Resolution.

Any controversy or claim arising out of or relating to this Agreement or the Service, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, applying the laws of the state of Oklahoma, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

14. Warranty Policy.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, ITS CONTENT, AND WORK PRODUCT OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MASTERINGECOMMERCE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER MASTERINGECOMMERCE NOR ANY PERSON OR ENTITY ASSOCIATED WITH MASTERINGECOMMERCE MAKES ANY WARRANTY OR REPRESENTATIONS WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR ITS CONTENT. NEITHER MASTERINGECOMMERCE NOR ANY PERSON OR ENTITY ASSOCIATED WITH MASTERINGECOMMERCE REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE OR ANY ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET CLIENT’S NEEDS OR EXPECTATIONS. MASTERINGECOMMERCE MAKES NO GUARANTEE OF ANY KIND REGARDING POTENTIAL INCOME THAT MAY OR MAY NOT BE GENERATED THROUGH PARTICIPATION IN THE SERVICE.

15. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MASTERINGECOMMERCE AND ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS BE LIABLE, AS A RESULT OF MASTERINGECOMMERCE’ ACTS, OMISSIONS OR ERRORS AND/OR CLIENT’S USE OF THE SERVICE, FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION, LOSS RESULTING FROM BUSINESS DISRUPTION, LOSS OF DATA, LOST PROFITS, LOST GOODWILL, OR DAMAGE TO SYSTEMS OR DATA, HOWSOEVER ARISING, INCLUDING WITHOUT LIMITATION, IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF MASTERINGECOMMERCE OR ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS, OR ANY OF ITS OR THEIR MANAGERS, DIRECTORS, EMPLOYEES, OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANY DAMAGES THAT CLIENT MIGHT INCUR, THE ENTIRE LIABILITY OF MASTERINGECOMMERCE AND ANY OF ITS MANAGERS, DIRECTORS, EMPLOYEES, AGENTS, ASSIGNS, AFFILIATES, DISTRIBUTORS, SUPPLIERS, OR LICENSORS, CLIENT’S EXCLUSIVE REMEDY FOR ALL OF THE FORGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO MASTERINGECOMMERCE IN THE EVENT MASTERINGECOMMERCE MATERIALLY BREACHES THESE TERMS. CLIENT FURTHER AGREES THAT CLIENT WILL NOT BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

16. Miscellaneous.

16.1 Failure by MasteringEcommerce to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless MasteringEcommerce acknowledges the waiver in writing.

16.2 Nothing hereunder shall be construed to create a joint venture, agency, or partnership between the parties. Client acknowledges and agrees that Client is acting as an independent contractor in connection with the Service.

16.3 MasteringEcommerce reserves the right to amend the terms of this Agreement from time to time in its sole discretion and Client acknowledges and agrees that Client is bound by any changes made to the terms herein.

16.4 Sections 4, 5, 10, 11, 12, 13, 14 and 15 shall survive the termination or expiration of the terms of this Agreement and will continue in effect.

16.5 Neither party shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that Ignite Brands may assign its rights or delegate its obligations, in whole or in part, without such consent and upon three (3) days prior written notice to the other party, to (a) one or more of its Subsidiaries/Affiliates, or (b) an entity that acquires all or substantially all of the business or assets of such party to which these Terms pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder unless the non-assigning or non-delegating party enters into a novation releasing the assigning or delegating party of its obligation under these Terms.

16.6 If Client provides MasteringEcommerce with information, suggestion(s), feedback, or any content of any kind, it grants to MasteringEcommerce a perpetual, royalty free, worldwide license and right to use such content for any purpose MasteringEcommerce deems appropriate, unless such content constitutes Client’s proprietary brand material(s) or other proprietary assets, which are expressly excluded.

16.7 If any portion of these Terms is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.

16.8 All rights not expressly granted under these Terms are reserved by MasteringEcommerce.

In purchasing one of the services provided by MasteringEcommerce, the Client acknowledges and agrees to these terms as of the Effective Date.