End User AGreement

This Agreement is made the ___ day of ____, 2023 (the "Effective Date")

between:

_______________________________________________

("User”)

And

Green Sell Corp.

(“Green Sell”)

The User and Green Sell are sometimes collectively referred to herein as the "Parties" and individually as a "Party".

The User wishes to be provided access to Specific Services (see below) by Green Sell and Green Sell agrees to provide the Specific Services to the User in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Services

• Specific Services. The User hereby retains Green Sell to provide access to the following services:
  • An application for users to advertise new and/or second-hand items for sale to other users;
  • An application for users to view new and/or second-hand items for sale from other users;
  • An application for users to contact other users who are selling new and/or second-hand items through the application;
  • An application where items intended for donation can be advertised for sale. If the items sell using the application, which is not guaranteed, the proceeds from the sale are donated to a charity selected by the seller and the seller is provided with a gift receipt.
• Modification of Services. The Parties acknowledge and agree that during the term of the Agreement, the Services may be modified and/or expanded from time to time at the exclusive and unfettered discretion of Green Sell.
• Delivery of Purchased Items. Green Sell shall have no involvement in the distribution or delivery of any product purchased through the application. However, all purchases must be completed and delivered by the seller to the buyer within seven business days of the payment of funds. All donated items are to be delivered to a pre-determined location at a pre-determined time.
• Commencement of this Agreement. This Agreement shall commence and take effect immediately upon the User’s first use of the application, or their acceptance of this Agreement, whichever comes first.
• Subcontractors. Green Sell may use subcontractors for maintenance and provision of services under this Agreement.
• Hours of Operation. The application shall be available 24/7, except during any breaks required for maintenance of the digital platform. Users may contact Green Sell via email 24/7. Subject to change, the email address for Green Sell Customer Service is infoservices@greensell.ca.
  However, customer service representatives are only available from 10:00 am until 6:00 pm.

2. User Publishing Content Specification

• The content mentioned in this article refers to any content created, uploaded, copied, published, or disseminated by users during the process of using this app, including but not limited to registration information and authentication materials such as account avatar, name, user description, or text, voice, image, video, image and text sending, replying or automatically replying to messages and related link pages, as well as other content generated by using the account or this service.
• Users are not allowed to use this app account or this service to create, upload, copy, publish, or disseminate content prohibited by laws, regulations, and policies as follows
  • Opposing the basic principles established by the Constitution
  • Harming national security, leaking national secrets, subverting national power, and undermining national unity
  • Damage to national honor and interests
  • Inciting ethnic hatred, discrimination, and undermining ethnic unity
  • Disrupting national religious policies, promoting cults and feudal superstitions
  • Spreading rumors, disrupting social order, and disrupting social stability
  • Spreading obscenity, pornography, gambling, violence, murder, terror, or abetting crimes
  • Insulting or defaming others, infringing on their legitimate rights and interests
  • Information containing other content prohibited by laws and administrative regulations
• Users are not allowed to use this app account or this service to create, upload, copy, publish, or disseminate content that interferes with the normal operation of this app or infringes on the legitimate rights and interests of other users or third parties:
  • Containing any sexual or sexual suggestion
  • Containing insults, intimidation, and threats
  • Containing harassment, spam advertising, malicious information, and deceptive information
  • Involving the privacy, personal information or data of others
  • Infringement of legitimate rights such as reputation, portrait, intellectual property, and trade secrets of others
  • Contains other information that interferes with the normal operation of the service and infringes the legitimate rights and interests of other users or third parties

3. Fees and Payments

• Fees. The fees charged for the use of the application are as follows and are subject to change without notice from Green Sell:
  • Advertising new and/or second-hand items for sale (excluding donation items):
    • If payment is completed through the application, Green Sell shall receive 10% of the total purchase price as compensation for payment brokering services and the remaining 90% of the purchase price shall be paid to the seller. The 10% charged by Green Sell shall be NON-REFUNDABLE except in the event that a user decides not to complete the purchase within 7 business days of payment, in which case Green Sell shall refund the 10% payment for brokering service. Green Sell shall not, however, be involved in any termination of purchase and sale by the users. Moreover, Green Sell’s refunding of the 10% brokering service fee shall not be considered a termination of the agreement between the users. Rather, the refunding shall be Green Sell’s release from involvement in the transaction only.
    • If the users do not use the application to make payments, there is no charge for buyers or sellers to advertise and/or purchase items through the application.
  • Green Sell will not charge any fees for donations sole through the application.
• Payments to Sellers. If users use Green Sell for payment transferring services, Green Sell shall transfer the purchase funds, minus Green Sell’s 10% surcharge, to the seller within seven business days. Subject to change, all payment to Sellers shall be made by email money transfer.
• Information Required for Payments. All sellers who use the application for the receipt of payments shall provide the following information:
  • Full legal name
  • Email address or telephone number (each Green Sell user must have a unique email address or telephone number)
• In-Application Advertisements. It is understood that the application generates revenue through the use of targeted advertisement placements within the application.
• Method of Payment. Any purchases completed through the application shall be paid for through the following payment methods, which may be modified at the exclusive and unfettered discretion of Green Sell:
  • Email Money Transfers
  • OTT Pay
• Refunds. Green Sell shall have no responsibility or involvement in any disputes regarding any products or services provided through the application. If, for any reason, a buyer or a seller of a product or services wishes to receive a refund or terminate an agreement, the users shall be solely responsible.
• Invoices. Upon the completion of any purchase wherein payment is made through the application, Green Sell shall provide the users with a digital invoice, which will show the purchase amount and the surcharge received from the sale proceeds by Green Sell.

4. Indemnity Clause and Limitation of Liability

• Green Sell takes no liability for the quality, quantity, legality, suitability or availability of any products sold or advertised through the application, including advertisements of application members or 3rd party advertisers. All products sold through the application shall be the sole responsibility of the purchaser and or seller, including all donated items. In the event a user infringes on any patent, trademark, copyright or intellectual property of any type, Green Sell shall be wholly indemnified by the users and shall be saved harmless.
• Green Sell uses basic AI software to review all services and products advertised through the application to prevent the sale of any illegal products or services. However, in the event Green Sell’s AI fails to detect any type of illegal activity, including, without limitation, the sale of any counterfeit products, Green Sell shall not be liable in any way and the seller shall indemnity and save harmless Green Sell from any harm that may result from any products or services provided through the application.

5. Excluded Services. The following matters are excluded from this scope of this agreement:

• Green Sell shall have no responsibility for the content, descriptions or information related to any product or service advertised through the application. All information shall be provided by and shall be the responsibility of the users.

6. Termination.

• This Agreement may be terminated at any time by the users, or Green Sell. In the event Green Sell terminates this agreement, they will first block the user’s account and deactivate the account for seven days, after which the user’s account shall be permanently deactivated. Users who have their accounts deactivated shall be prohibited from using Green Sell services thereafter and may only be permitted to rejoin with Green Sell’s consent. However, in the event a terminated user rejoins Green Sell using a new email address or alias, Green Sell shall have no liability.

7. Non-Disparagement Clause.

The user hereby covenants and agrees that they shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks, which are untrue, (including, without limitation, the repetition or distribution of false rumours, allegations, negative reports or comments) which are disparaging, harmful or damaging to the integrity, reputation or goodwill of any of Green Sell.

8. Force Majeure or other Delay.

Green Sell shall now be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labour disputes, terrorism, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, beyond the reasonable control of the Party deemed to render performance of the Agreement impracticable or impossible, for so long as such force majeure event is in effect.

9. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without regard to its conflict of laws principles. The Parties irrevocably submit to the jurisdiction of the courts of the Province of Ontario to settle any disputes or claims which may arise out of or in connection with this Agreement. The Parties further agree, to the extent permitted by applicable law, to waive any right to trial by jury with respect to any claim, counterclaim or action arising from the terms of this Agreement.

10. Legal Fees.

The parties hereto agree that the users, in any dispute, claim, action or proceeding between the parties and Green Sell arising out of or relating to the terms and conditions of this Agreement or any provision thereof, where Green Sell is the prevailing party, shall reimburse Green Sell for all incurred legal fees and expenses incurred by Green Sell in connection with such dispute.

11. Collection Expenses.

If Green Sell incurs any costs, expenses, or fees, including professional collection services fees, in connection with the collection or payment of any amounts due to it under this Agreement, the User agrees to reimburse Green Sell for all such costs, expenses and fees.

12. Confidentiality.

The Parties hereto agree that any User information, or Green Sell information, not generally available to the public shall be treated as confidential and shall not be disclosed by either of the Parties without the consent of the other party.

Green Sell shall hold a licence to use any content, including all forms of intellectual property, hosted by users through the application in any way they wish without compensation to the user. However, any content, including all forms of intellectual property, created by Green Sell shall remain the sole property of Green Sell and may only be used by the user with the express consent of Green Sell.

Any party found breaching this confidentiality agreement shall be held liable for any and all harm caused, whether directly or indirectly, to the other party as a result of the breach.

13. Severability.

If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

14. Headings.

The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.

15. Survival.

Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive, unless otherwise specified herein.

16. Rights Cumulative.

The rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

17. Authorized Signatories.

It is agreed and warranted by the Parties that the individuals signing this Agreement on behalf of the respective Parties are authorized to execute such an agreement. No further proof of authorization shall be required.

18. Waiver.

No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

19. Entire Agreement; Modification.

This Agreement, and any schedules attached hereto, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic or otherwise.

20. Independent Legal Advice.

All Parties have had a reasonable opportunity to consult and receive independent legal advice before entering into this Agreement. No party has been compelled or coerced into entering this agreement and enters this Agreement of their own free will.

In witness whereof, the Parties hereto have executed this Services Agreement on the date set forth below.

User

Signature:______________

Name:

Date:

Green Sell Corp

Signature:______________