Supplier Terms of Use


By signing up as a supplier on www.getfreshline.com or by using the Freshline application on the Android or iOS Operating Systems [hereby referred as 'the Platform'], you agree to the following terms and conditions. Please read these Terms & Conditions carefully before agreeing to be bound by the same. If you do not agree to be bound by the Terms & Conditions, do not access or use the Platform.

This agreement is between:
(1) Supplier (“Customer”), a company using the Coastline marketplace system and
(2) COASTLINE MARKET INC. (“Coastline”) with company number 6612260 and registered offices at #1420, 333 Seymour Street, Vancouver, BC, V6H 5A6

Each of Customer and Coastline referred to individually as “Party” and collectively as “Parties.”
WHEREAS:
(A) Coastline is the provider of Coastline Marketplace and Coastline products plus Coastline Consulting services (the “Products and Services”).
(B) Customer wishes to trial and evaluate the Products and Services, as further described in this Agreement on a Trial basis for a Trial Period.
(C) If the Trial is successful, both Parties are desirous of entering into a further agreement pursuant to which (i) Customer would agree to the use of the Products and Services for a fixed term and upon such other terms and conditions as are agreed upon between the Customer and Coastline.
(D) This Agreement sets out the Parties understanding in relation to the Trial.


NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions

“Affiliate” means, with respect to a Party, any entity that directly or indirectly (now or hereafter) Controls, is Controlled by, or is under common Control with that party (but only while the entity meets those requirements).

“Confidential Information” means any information or matter of confidential nature of the other Party and the other Party’s Affiliates which may be provided to it and its Affiliate comes to its knowledge in relation to this Agreement, including without limitation, the Documentation, the contents and existence of this Agreement and any future agreements contemplated herein as well as the fact that the discussions and negotiations are taking place in relation to such Trials and transactions.

“Content” means all the textual, visual, or aural content that is encountered as part of the user experience in respect of the Products, together with the Analytics Data.

“Control” means the power of a person, company, association, or other separate legal entity to secure (whether by the holding of shares, possession of voting rights or by virtue of any powers conferred by articles of association, constitution, partnership agreement or other document regulating such entity) that the affairs of another are conducted in accordance with its wishes (and “Controlled” will be construed accordingly).

“Documentation” means any user guides, technical specifications, marketing materials, and other documentation and materials that Coastline provides to Customer, as revised from time to time.

“Effective Date” means the date the Customer agrees to the terms of this Agreement as set out above.

“Intellectual Property Rights” means (i) patents, (ii) copyrights, moral rights, works of authorship (including copyrights in computer software), rights in data and databases, rights to use and protect the confidentiality of confidential information (including know how) (iii) trademarks, service marks, Internet domain names, trade dress, and trade names, together with all goodwill associated therewith (“Trademarks”), (iv) registrations, applications, renewals and extensions for any of the foregoing (i)-(iii), whether registered or unregistered, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and in (v) trade secrets, and (vi) rights of privacy and publicity.

“Agreement” means this Pilot Agreement (including all of its Exhibits), as it may be amended from time to time

“Privacy Policy” means Coastline’s privacy policy, which is located at https://getfreshline.com/privacy.

“Products” means the products specified in Exhibit A.

“Services” means the services specified in Exhibit B.

“Terms of Use” means the terms of use associated with the use of the Products, which are located at https://getfreshline.com/terms.

“Trial” means the provision of Products and Services by the Coastline for the Trial Period.

“Trial Period” means the period of two months.

“Trial Region” means the region in which the trial is conducted by the Customer.


1. Evaluation and Trial

1.1 The Customer is carrying out the trial and evaluation contemplated by this Agreement on a Trial basis to ascertain whether the Products and Services meet its requirements.

1.2 Subject to the terms and conditions of this Agreement, Coastline hereby grants Customer a non-exclusive, non-transferable, non-assignable worldwide right to use the Products and Services provided hereunder solely for: a) Customer to internally evaluate, trial, or test the Products and Services and to use the Products and the Services in connection with the operation of the business of the Customer, specifically to facilitate the sale of the Customer’s perishable goods to its customers. All rights not expressly granted to Customer are reserved by Coastline and its licensors. Coastline reserves the right to make changes, modifications and enhancements to the Products and Services from time to time.

1.3 Customer may not release to any third party the results of any evaluation of the Products and Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Coastline.

1.4 Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Products and Services or the Content in any way; (ii) modify or make derivative works based upon the Products and Services or the Content; (iii) create Internet “links” to the Products and Services or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Products and Services.

1.5 For the avoidance of doubt, except as set forth in clause 1.6, this Agreement does not obligate either Party or any of their Affiliates to enter into any further agreement for the provision of Products and Services on an ongoing (non-trial) basis after the Trial ends (a “Definitive Agreement”). This Agreement relates only to the arrangements contemplated herein and no other contract exists, or will exist, between the Parties in relation to the Products and Services unless and until the Parties have agreed all the terms of a Definitive Agreement and both Parties have signed one or more Definitive Agreements.

1.6 Upon satisfaction of the Exit Criteria (as defined in Exhibit C) (a “Successful Trial”), the Parties shall negotiate in good faith a Definitive Agreement.

1.7. The Customer has read the Terms of Use and the Privacy Policy, and hereby agrees to be bound by the terms thereof, as they may be updated from time to time by Coastline. Coastline shall comply with its Privacy Policy in connection with its operation of the Products and Services.

1.8 The Customer will inform Coastline of any errors encountered in the use of the Products, provided the Customer will be solely responsible for any refunds or returns for incorrect or defective products from the Products, including all shipping costs and fees associated therewith.


2. Fees

2.1 Customer shall pay the fees for the Trial, in accordance with the payment instructions as set forth in Exhibit C.


3. Ownership, Delivery, and Provision of the Products and Services

3.1 As between the Parties, Coastline is and will be the sole and exclusive owner of all right, title, and interest in and to (i) the Products, Services, the Content and Documentation (and all Intellectual Property Rights in and to all of the foregoing), (ii) all information, data, algorithms, software, results and other content that is derived from processing any data transmitted by or through the Services and the Products (collectively, the “Analytics Data”), including all Intellectual Property Rights therein and thereto, and (iii) all other Intellectual Property Rights developed by Coastline under this Agreement. To the extent Customer has any rights in the Services, Products, Documentation, or Analytics Data, it hereby irrevocably assigns to Coastline all of those rights for no additional consideration.


4. Termination

4.1 This Agreement will be effective as of the Effective Date and will continue in effect until terminated in accordance with this Section.

4.2 A Party may terminate this Agreement at any time by providing written notice of termination to the other Party (the “Breaching Party”) if the Breaching Party commits a breach of this Agreement, and the breach continues unremedied for a period of 14 days after the Party provides notice to the Breaching Party describing the nature of the breach.

4.3 A Party may terminate this Agreement at any time for any or no reason upon not less than 14 days prior notice to the other Party.

4.4 This Agreement will automatically terminate upon the execution of a Definitive Agreement.

4.6 A Party may terminate this Agreement at any time by providing notice of termination to the other Party if that other Party (i) becomes insolvent or unable to pay its debts as they mature, (ii) makes an assignment for the benefit of its creditors, (iii) is dissolved or liquidated, or takes any corporate action for those purposes, (iv) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (v) seeks relief or if proceedings are commenced against that other Party, or on its behalf, under any bankruptcy, insolvency, or debtors’ relief law and those proceedings have not been fully stayed within seven days or vacated or set aside within 30 days after the commencement of those proceedings.

4.7 Promptly following any termination of this Agreement (except as may be agreed to in connection with the execution of a Definitive Agreement):

(A) Customer shall cease use of the Products, Services, and Documentation, and return the Products and, if so requested by Coastline, shall delete the Documentation and electronic copies of Coastline’s Confidential Information from Customer’s systems (except for any Confidential Information that was backed up automatically in the ordinary course of business); and

(B) If so requested by Customer, Coastline shall return or delete all of Customer’s Confidential Information from Coastline’s systems (except for any Confidential Information that was backed up automatically in the ordinary course of business).

Any Confidential Information that is automatically backed up remains subject to the confidentiality obligations set forth in this Agreement.


5. Marketing

5.1 Customer grants Coastline the right to use Customer’s name, mark and logo on Coastline’s website, in Coastline marketing materials; provided, however, that any such use must be pre-approved, such approval not to be unreasonably withheld, in writing by Customer. Without requiring prior Customer approval, Customer agrees that Coastline may state the fact that Customer is a Coastline customer without revealing specifics about the Agreement or the relationship.


6. Confidentiality

6.1 Each party (as a “Receiving Party” hereunder) shall not disclose to any third party, any Confidential Information of the other party (as a ‘Disclosing Party” hereunder) provided to such Receiving Party in anticipation of, or in connection with the performance of this Agreement. For the avoidance of doubt, this includes Confidential Information provided to the Receiving Party prior to the Effective Date of this Agreement. As used herein, the term “Confidential Information” refers to any and all financial, technical, commercial, or other information concerning the business and affairs of the Disclosing Party, including, without limitation, any cost or pricing information, contractual terms and conditions, marketing or distribution data, business methods or plans. If Confidential Information is (a) provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), such shall be conspicuously designated as “Confidential” (or with some other similar legend) or (b) provided orally, such shall be identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure, unless a reasonable person would understand such information to be confidential based on its content. Confidential Information does not include information which (I) becomes generally available to the public other than as a result of a disclosure by the Receiving party, (ii) was available to a party on a non-confidential basis prior to its disclosure by the other party or in connection with the performance by such party of its obligations under this Agreement, (iii) becomes lawfully available to a party on a non-confidential basis from an independent third party, or (iv) is independently developed by the Receiving Party without use or reference to Disclosing Party’s Confidential Information. The Receiving Party will not use Confidential Information for any purpose other than carrying out its obligations as set forth in this Agreement and shall not disclose Confidential Information to any third party, without the prior written consent of the Disclosing Party and an agreement in writing from the third party that it will adhere to the confidentiality obligations imposed herein. Third parties shall not include agents of the Receiving Party, employees or affiliates of the Receiving Party, lawyers, accountants, and other professional advisors of the Receiving Party, or potential acquirers of Receiving Party, in each case such person or entity must have a legitimate reason to have access to such Confidential Information and must be under a duty to protect such Confidential information which duty is substantially equivalent to the obligations contained herein. Each Receiving Party’s confidentiality obligations with respect to such Disclosing Party’s Confidential Information shall remain in effect for the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.


7. Entire Agreement

7.1 This Agreement and each of Exhibit A, B, and C, and the Terms of Use and Privacy Policy are the final and exclusive statement of the Parties’ agreement on the matters contained in this Agreement. It supersedes all previous negotiations and agreements.

7.2 This Agreement may be amended or modified only by a written instrument that refers specifically to this Agreement.

7.3 No failure or delay by either Party in exercising any rights, power, or legal remedy available to it under this Agreement will operate as a waiver thereof. Further, the rights of each Party under this Agreement are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically.

7.4 Subject to any express provisions to the contrary, each Party shall pay its own costs of and incidental to the negotiation, preparation, execution, and carrying into effect of this Agreement and in carrying out any related due diligence.


9. Invalidity

9.1 In the event any one or more of the provisions contained in this Agreement are for any reason held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but this Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been set forth in this Agreement, and the Agreement will be carried out as nearly as possible according to its original terms and intent.


10. Law and Jurisdiction

10.1 This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of British Columbia in relation to any legal actions or proceedings arising out of or in connection with this Agreement. The Parties exclude the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.


11. Assignment

11.1 Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign, delegate, or otherwise transfer its rights and obligations under this Agreement to an Affiliate or to a successor to all or substantially all of the assigning Party’s assets or business to which this Agreement relates.


12. Notices

12.1 All notices, requests, claims, and other communications between the Parties described in or otherwise regarding this Agreement must be in writing and be given or made (and will be effective on receipt) by delivery in person, by nationally recognized overnight courier service (with signature required and all fees prepaid), by facsimile (with confirmation of transmission), by e-mail (with telephone confirmation or confirmation by another method set forth in this Clause) or by registered or certified mail (postage prepaid, return receipt requested) to a Party at its address identified above or at any other address of which that Party has notified the other Party in accordance with this Clause.


13. Independent Relationship

13.1 Both Parties are independent contractors under this Agreement. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the Parties or any of their personnel, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party will have any express or implied power to enter into any contracts or commitments or to incur any liabilities in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.


Exhibit C: Trial Scope, Fees and Success/Exit Criteria

1.0 Start Date means the date the Customer agrees to the terms of this Agreement.

1.1 The following dates agreed upon will be expressed and monitored by the milestones and deliverables case specific to each Customer.

2.0 Trial Scope means the use of Coastline’s products and services for the trial period.

2.1 Trial Scope will be dependant on Customer’s requirements and will be held on a case by case analysis

3.0 Fees means payments for any negotiated pricing, notwithstanding, that Coastline Marketplace or CP are offered on a trial basis with limited time or uses per Customer. Coastline Market Inc. will take a transaction fee equal to 5% of the gross price of each transaction in connection with the Products, exclusive of taxes, and there shall be no fees payable in respect of any transactions within any month after the above cap has been reached. All fees payable in respect of transactions, plus all applicable taxes, will be paid automatically daily through Coastline using the direct payment provider, Stripe Connect, and the Customer shall provide Coastline with all authorizations necessary in order to effect such automatic payments.

Further, Coastline Market Inc. may charge $40/hour up to a cap of 10 hours in consulting and integration fees for the Services to help onboard the customer and help them succeed in maximizing value for their business. All fees for the Services will be payable within 30 days following the delivery of an invoice therefor to the Customer.

4.0 Success/Exit Criteria (“Successful Trial”) means a successful trial of products or services for the Customer. Success would be recognized as a material impact on having sold online.

1) Trust factor between Supplier and Coastline
2) Material operational efficiency for dispatching, payment collection
3) Increased business opportunity
4) Material operational improvement

Within 7 days following the end of the Trial Period, the Customer and Coastline will meet to discuss the Trial and whether there was a Successful Trial. If the Customer confirms to Coastline that there was a Successful Trial, then within 7 days of the Customer so confirming, Coastline will deliver a proposal to the Customer of the primary business terms and conditions outlining the following:

1) a commercial license and terms for full production use of the Products; and
2) consulting services proposal if any additional services are needed to ensure proper operation of the Products in a full production capacity,

The Customer and Coastline will negotiate in good faith to finalize the terms of the Definitive Agreements within 30 days following the Trial Period.