Standard Terms and Conditions for Manufacturer Processing Services

These Standard Terms and Conditions for Manufacturer Processing Services (“Terms”) shall govern the provision of coupon
processing and/or fulfillment services between Inmar Promotions – Canada Inc. (“Inmar”) and the Client (“Client”) identified
on an applicable Order Form for Manufacturer Processing Services (“Order Form”). For purposes of these Terms, Inmar and
Client each may be referred to herein as a “Party” or collectively as “Parties”.

Services. Inmar is a provider of coupon processing services for manufacturer clients (“Services”). As part of its business, Inmar processes coupons and makes redemption payments to retailers on behalf of its clients. More specifically, Inmar will provide the following Services:
a. Provide a postal box or address in Toronto, Ontario, for redemption purposes;
b. Verify quantities of all coupons (Type I and Type II) submitted by retailers for redemption;
c. Prepare reimbursement payments and mail same to each retailer who submits coupons to Inmar for redemption in accordance with Inmar practice;
d. Provide Client with invoices for payments to retailers, postage, service fees, etc. in accordance with the terms as set forth on an applicable Order Form;
e. Provide Client with a standard monthly coupon redemption report on a format as indicated on an applicable Order Form;
f. Provide Client with any special services as set forth on an applicable Order Form; and
g. Coupons issued by Client subsidiaries and affiliates as set forth on an applicable Order Form, shall be and/or are covered by these Terms.
Fulfillment Services (if elected). Inmar may also provide fulfillment services, if elected by Client. In connection with such, Inmar will provide some or all of the following Services as selected by Client on an applicable Order Form:
a. Contest/Sweepstakes management and administration;
b. Sampling, Gift Card Fulfillment and Prize Fulfillment;
c. Validation and Fulfillment of Promotional Offers;
d. Distribution of Promotional Material;
e. Client Specific IT Development;
f. Client Relations/Call Centre Capabilities; and/or
g. Provide Client with access to Inmar’s PromoTrak web-based portal.
Client Obligations. Client represents and agrees as follows:
a. To use Inmar as its exclusive processor and clearinghouse for processing paper and digital coupons redeemed by retailers and submitted to Inmar, and for collecting coupon redemption funds relating to such coupons, as more fully set forth in an applicable Order Form.
b. To aid Inmar in the prompt and efficient execution of the Services, Client shall provide Inmar with samples of Type I and Type II coupons, if possible, and with all pertinent information with respect to each type of offer made.
c. That all coupons issued by Client pursuant to these Terms which contain instructions to retailers to the effect that such coupons may be redeemed by submitting same to Inmar at an address designated by Inmar. All such coupons are referred to herein as Type I.
d. That any coupons which may have been issued prior to the date of these Terms without instructions regarding redemption through Inmar are referred to herein as Type II coupons. Type II coupons shall be redeemed through Inmar, regardless of whether such coupons are received by Inmar or forwarded to Inmar from Client or its representatives.
e. In the event that no expiry date is printed on coupons, Client agrees that Inmar shall continue to honour such coupons unless specified by written notice to Inmar at least thirty (30) days prior to the date on which such notice becomes effective.
f. Ensure that Type I coupons coded in accordance with Inmar standard coding format, unless otherwise mutually agreed to in writing.
Term, Termination and Post-Termination. The Term of an applicable Order Form shall commence on the Effective Date set forth, and continue for the period as established on an applicable Order Form (“Initial Term”). If an applicable Order Form provides for Automatic Renewal, at the end of the Initial Term, these Terms shall be renewed automatically for one (1) year periods (each one (1) year period shall be defined as a “Renewal Term”) unless terminated in accordance with this Section. The Initial Term and all Renewal Terms, if any, are collectively referred to as the “Term”.

Either party may terminate these Terms and an applicable Order Form upon written notice in the event of default by the other party if such default continues beyond the period for cure provided in the section entitled ‘Default’ hereunder. These Terms and an applicable Order Form may be terminated, upon the expiration of the Initial Term or any Renewal Term, by either party hereto provided that written notice is received by the non-terminating party at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term. If notice of termination is timely given in accordance with this Section, the obligations of Inmar and Client under these Terms shall continue until the expiration of the Initial Term or the then-current Renewal Term in which such notice is given, at which time these Terms and an applicable Order Form will terminate. Upon termination of this Agreement, Client agrees to pay all undisputed outstanding invoices to Inmar. If, however, payment(s) have not been received by Inmar, Client agrees Inmar may charge-back retailers for the equivalent dollar amount for any outstanding invoices.
Fees; Redemption Period; Invoicing. Fees for Services shall be set forth in an Order Form. Invoices are due and payable as indicated on an applicable Order Form. All fees to be paid in Canadian dollars. A redemption period will represent a calendar month from beginning to end or from mid-month to mid-month. On the final day of a redemption period, Inmar delivers an invoice covering our total redemption expenses. Payment is due at Inmar within 15 days of the invoice date. Inmar will monitor redemption amounts to ensure the current deposit amount is adequately covering monthly billings. Any adjustments required to deposit amounts will be communicated in writing within thirty (30) days’ notice. Late payments are subject to a 1.75% interest charge per month and/or chargeback to the Retailers. Any disputes regarding invoices must be communicated to Inmar within thirty (30) days of the date of invoice, or such invoice shall be deemed accurate.
Volume and Fee Adjustment.
To facilitate improvements in Inmar’s Coupon Redemption, and to meet changing conditions and unforeseen circumstances, Inmar shall have the right to serve written notice on Client, setting forth such alterations of prices and/or other provisions of these Terms as Inmar shall deem desirable or necessary, and stating the effective date thereof. For example, volume category will be reviewed semi-annually with reference to coupon redemptions during the most recent twelve (12) months and adjusted, if necessary, to the applicable volume category and service fee rate as per the Inmar standard rate schedule in effect at that time. Such notice will state and provide a minimum of thirty (30) days before the effective date. Such alterations shall become effective on such stated date unless Client notifies Inmar in writing of its refusal to accept such alterations. Such notice of refusal shall be deemed a termination of these Terms as provided in the Section entitled Default herein.

Out-of-Pocket Expenditures
The following out-of-pocket expenditures as itemized on Inmar invoices:
i. Payment to retailers of the face value of coupons redeemed hereunder;
ii. Payment to retailers of the handling allowances specified in coupons redeemed hereunder, or as otherwise instructed by Inmar;
iii. Payment to retailers of reimbursement for postage paid by retailers in forwarding coupons to Inmar;
iv. Postage or other transportation charges defrayed by Inmar in connection with coupon shipments sent by retailers on a collect basis; and
v. Postage expenses incurred in forwarding reimbursement payments to retailers.

Taxes
All Fees incurred under these Terms shall be increased to the extent of any tax of any kind (except income or excess profit taxes) levied or collected hereafter on Inmar’s Coupon Redemption reports. Client shall be responsible for applicable taxes including, but not limited to sales tax, value-added and other similar taxes, fuel taxes and surcharges incurred by Inmar as a result of the provision of Services or materials to Client provided hereunder.
Capital Management
Returnable Deposit
The Capital Management Returnable Deposit set forth on an applicable Order Form represents working capital to pay Client retailers, as the majority of an invoice amount will usually be for monies Inmar pre-pays a retailer on Client’s behalf.

Zero Average Billing
In the event that an applicable Order Form indicates client is subject to zero average-billing capital management ("ZAB"), A redemption period will represent a month-to month activity, and will cover a calendar month from beginning to end or from mid-month to mid-month. On the final day of the redemption period “A”, Inmar delivers an invoice covering your total redemption costs for redemption period “A”, plus estimated redemption expenses for redemption period “B”. Estimated redemption expenses are based on the forecasted redemption for the period, payment terms, payment history, billing cycle and any past due invoices. On the final day of redemption period “B”, an invoice or credit note is delivered by Inmar for the difference between the actual redemption expense and the estimated redemption expense for redemption period “B”; plus the estimated redemption expense for the next period.

Payment is due net fifteen (15) days of invoice date. Late payments are subject to a 1.75% interest charge per month and/or chargeback to the Retailers.
Confidentiality. The Parties shall each keep confidential any Confidential Information, except that the receiving Party may disclose Confidential Information to its professional advisors and those persons who need to know such Confidential Information in connection with providing the Services, provided such parties are instructed to maintain the confidentiality of the Confidential Information. For purposes of an Order Form, the term “Confidential Information” will mean proprietary and confidential information belonging to a Party, including, without limitation, all documentation, specifications, surveys, design concepts, trade secrets, internal reports and communications; sales information, marketing information and promotional plans; the fees for Services; marketing techniques, marketing plans, mailing lists, purchasing information, price lists, pricing policies, quoting procedures, financial information, customer names, customer data, pricing strategies, and other materials or information relating to the manner in which such Party does business; and any other materials or information related to the business or activities of such Party which are not generally known to others engaged in similar businesses or activities. “Confidential information” shall not include information which (a) was already known to the receiving Party prior to the time that it is disclosed to such Party; (b) is in or has entered the public domain through no breach of an Order Form or other wrongful act of the receiving Party; (c) has been rightfully received from a third party without breach of an Order Form; (d) has been approved for release by the disclosing Party; or (e) is required to be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing Party has been given reasonable notice of the pendency of such an order and the opportunity to contest it. Each Party shall promptly, as of the termination or expiration of an Order Form and upon request of the other Party, return to the other Party or destroy any such Confidential Information that is written or in tangible form (including, without limitation, all copies, summaries and notes of contents thereof). The obligations under this Section shall continue for two (2) years following expiration or termination of an Order Form.
Intellectual Property and Data.
a. Intellectual Property. Each party shall own and continue to own all rights it may have in intellectual property developed, invented, gathered, or created by it before or during the term of these Terms. These Terms shall not be construed to grant to either party any right, title, or interest in any intellectual property rights owned by the other party. Without limiting the foregoing, all intellectual property rights, title, and interest in the methodology, technology, and know-how that Inmar uses to perform the Services under these Terms, including all enhancements and improvements thereto, are and shall remain the exclusive property of Inmar.

b. Data Portal. Inmar may provide Client with a web-based reporting portal with proprietary data access (“Data Portal”). Client shall not grant access to the Data Portal to any third party. If Client desires for a third party to have access to the Data Portal, Client may make a request to Inmar in writing, and Inmar may grant the third party such access at its sole discretion.
Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, INMAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED BY IT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT, THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, THE SERVICES PROVIDED BY INMAR ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL INMAR BE LIABLE TO CLIENT FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSSES, OR COSTS (INCLUDING LEGAL FEES AND EXPENSES), OR LOST TIME, SAVINGS, PROPERTY, PROFITS, OR GOODWILL, WHICH MAY ARISE IN CONNECTION WITH THE SERVICES PROVIDED BY INMAR, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR COSTS.
Limitation. Unless otherwise limited herein, the liability of Inmar to Client under these Terms or otherwise, regardless of the form of claim or action, will not exceed the amounts actually paid by Client to Inmar for Services provided by Inmar pursuant to these Terms in the prior twelve (12) month period.
Indemnification. Except as limited herein, each party (the “Indemnitor”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnitee”) and its officers, directors, and employees from and against any and all damages, losses, costs and expenses (including reasonable attorneys’ fees), judgments, and liabilities (collectively, “Expenses”) that (i) are made against or incurred by the Indemnitee in connection with a third party claim and (ii) arise out of or relate to acts or omissions of the Indemnitor in the performance of these Terms that constitute gross negligence or willful misconduct on the part of the Indemnitor, so long as such Expenses are not primarily caused by the Indemnitee, its officers, directors, or employees. The indemnification set forth in this Section is conditioned upon (a) the Indemnitee providing the Indemnitor written notice of any claim or cause of action upon which the Indemnitee intends to base a claim of indemnification hereunder, (b) the Indemnitee providing reasonable assistance and cooperation to enable the Indemnitor to defend the action or claim hereunder, and (c) the Indemnitee refraining from making prejudicial statements associated with such claim without the prior written consent of the Indemnitor.
Insurance. Each Party agrees throughout the term of an Order Form to maintain in full force and effect commercial general liability, umbrella liability, advertiser’s error and omissions liability and professional liability insurance coverage in a reasonable amount, at its own expense. Upon request, a Party shall furnish to the other a certificate of insurance evidencing the same upon execution of an Order Form.
Default. Any breach of the terms of these Terms that is not cured within thirty (30) days of receipt of written notice from the non-breaching party will constitute default of these Terms by the breaching party. Insolvency, receivership, bankruptcy, or any similar proceeding initiated against either party will constitute default by that party.
Notices. Any notice required or permitted by an applicable Order Form shall be in writing and shall be sent by a recognized commercial overnight courier, or mailed by registered or certified mail, return receipt requested, addressed to the other Party as set forth below or to such other contact, address, as may be provided in writing by either Party hereunder. Additionally, as to Inmar, a copy shall be sent to: Inmar, Inc., 1 W. 4th St., Suite 500, Winston-Salem, North Carolina 27101, Attn: General Counsel.
Miscellaneous:
a. Entire Order Form/Amendment. These Terms, and an applicable Order Form, shall constitute the entire agreement between the Parties with respect to subject matter hereunder. No amendment or modification hereof shall be valid unless in writing and signed by the duly authorized representative(s) of both Parties.

b. Force Majeure. Inmar shall not be liable to Client for any delay or failure of performance of these Terms if such delay or failure is caused by weather conditions, earthquake, fire, flood, externally caused transmission interferences, satellite failure, war, riot, acts of terrorism, civil disturbance, or any cause beyond the control of Inmar (each an “Event of Force Majeure”). If a delay or failure of performance by Inmar is caused by an Event of Force Majeure, Inmar shall notify Client and shall be released without any liability from its performance under these Terms to the extent and for the period of time that such performance is prevented by the Event of Force Majeure.

c. Governing Law and Jurisdiction. These Terms and an applicable Order Form will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of law rules.

d. Severability. If any term or condition of These Terms or the Order Form is held to be invalid, void, or otherwise unenforceable by any court of competent jurisdiction, that holding shall in no way affect the validity or enforceability of any other term or condition of These Terms or an Order Form, unless enforcing the balance of the Order Form would deprive either Party of a fundamental benefit of its bargain.

e. Relationship. Inmar shall act as an independent contractor in the performance of Services provided for herein and nothing herein shall be construed to create the relationship of principal and agent, master and servant, or a partnership or joint venture between Inmar and Client.

f. Waiver. Failure of either party to enforce a specific provision of these Terms shall not constitute waiver of such provision or of any other provision of these Terms. No waiver of any of the provisions of these Terms shall be deemed to be or shall constitute a waiver of any other provision of these Terms, whether or not similar, nor shall any waiver by either party of any default hereunder constitute a waiver of subsequent defaults of the same or different kind. No waiver of any provision of these Terms shall be binding on the parties hereto unless it is executed in writing by the party making the waiver.

g. Reduction of Statute of Limitation. No action arising out of these Terms may be brought by either party more than one (1) year after the date on which the cause of action has accrued.

h. Assignment/Binding Effect. Except as specifically permitted herein, a Party’s obligations may not be assigned without the prior written consent of the other Party, such consent not to be unreasonably withheld. Any assignment without such consent shall be void upon written notice. Notwithstanding the foregoing, Client may assign an Order Form to a purchaser of substantially all of the assets of Client, and either Party may assign an Order Form to an Affiliate upon written notice to the other Party.

END OF TERMS
LAST UPDATE: March 31, 2022