BOARDGAMESNMORE MARKETPLACE PROGRAM

SELLER AGREEMENT

(Standard Terms and Conditions for BoardGamesNMore Marketplace Program)

Welcome to the BoardGamesNMore.com Marketplace Program.

This Marketplace Seller Agreement ("Agreement") consists of (1) these Standard Terms and Conditions for BoardGamesNMore Marketplace Program ("Terms and Conditions") and (2) all BoardGamesNMore Marketplace Program policies and guidelines for Sellers as posted by BoardGamesNMore from time to time (together, the "Seller Policies"), which are incorporated by reference. If there is a conflict among terms in this Agreement, the Seller Policies will prevail over any applicable Terms and Conditions.

This Agreement applies to any entity (“Seller” or ”you”) that wants to sell goods or services (”Products”) in the BoardGamesNMore Marketplace through the BoardGamesNMore.com site or any BoardGamesNMore applications (”BoardGamesNMore Sites”), use any order processing, fulfillment, shipping, returns or other services related to the BoardGamesNMore Marketplace provided by or for BoardGamesNMore (“BoardGamesNMore Services”), or use any platform, portal, web service, application, interface, or other tool provided by or for BoardGamesNMore in connection with the BoardGamesNMore Marketplace (“BoardGamesNMore Tools“).

By submitting your application, clicking the “I AGREE” button located below, executing the Agreement, offering any Products for sale on the BoardGamesNMore Marketplace, using any of the BoardGamesNMore Services, or using any of the BoardGamesNMore Tools, you agree to be bound by all terms and conditions of this Agreement (including the Seller Policies), as this Agreement (including the Seller Policies) may be updated from time to time in accordance with this Agreement. You further represent, warrant and covenant that you are registering with the BoardGamesNMore Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with the BoardGamesNMore Marketplace. You will update all the information you provide to us in connection with the BoardGamesNMore Marketplace, BoardGamesNMore Services and Tools as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) from time to time.

BoardGamesNMore Inc. (“BoardGamesNMore”) may update, supplement, or modify these Terms and Conditions or the Seller Policies at any time in its sole discretion. The changes will be effective upon posting of such updates which is the primary web-based interface provided to you by BoardGamesNMore as part of the Marketplace Program. You are responsible for reviewing such postings and any applicable changes. Your continued participation in the Marketplace Program, including offering any Products for sale on the BoardGamesNMore Marketplace, using any of the BoardGamesNMore Services, or using any of the BoardGamesNMore Tools constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the BoardGamesNMore Marketplace, the BoardGamesNMore Services, or the BoardGamesNMore Tools.

1.BoardGamesNMore.com’s Role

BoardGamesNMore, through the BoardGamesNMore Marketplace Program, provides BoardGamesNMore Sites, BoardGamesNMore Tools, and BoardGamesNMore Services to enable you to sell your Products to third party buyers (“Customers”). You may only sell those Products you have the valid legal right to sell and must do so consistent with this Agreement. All transactions with Customers are between you and the Customer, and you will be the seller of record. BoardGamesNMore is not a party to any transactions, and BoardGamesNMore will not act as your agent in respect of your sales through the Marketplace Program although BoardGamesNMore will provide the BoardGamesNMore Services in connection with the transactions as expressly set forth in Section 6. You acknowledge and agree that BoardGamesNMore may contract with third party service providers to provide BoardGamesNMore Services, management software and other services for the BoardGamesNMore Marketplace Program.

2.General Product Policy

(a) Product Guidelines.  The Terms and Conditions describe certain general obligations regarding Products you may and may not list on the BoardGamesNMore Marketplace. The Prohibited Products Policy (the “Prohibited Products Policy”) provides more detail regarding BoardGamesNMore’s product requirements. You will not list, market, promote, offer for sale, or sell any Products through the BoardGamesNMore Sites in violation of this Agreement (including the  Prohibited Products Policy).

(b) Abiding by the Law.  You will (and you represent, warrant and covenant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, policies and generally accepted industry standards, legal stipulations, guidelines and self-regulatory principles), including Laws related to minimum age, marketing, advertising, consumer protection, product safety, product testing, marking and labelling (including the requirements for certain information to be in English and French), environmental, pricing and packaging, incident reporting to Health Canada or other regulatory authorities, in connection with this Agreement; your use of the BoardGamesNMore Marketplace, the BoardGamesNMore Services, and the BoardGamesNMore Tools, and your marketing, promotion, offering for sale, or selling any Products through BoardGamesNMore.

(c) Canada Only.  You will only offer Products for sale on the BoardGamesNMore Sites that may legally be sold and shipped in all Canadian provinces and territories. To the extent necessary, Seller will be responsible for obtaining and maintaining any import permits or registrations and Seller will be the importer of record.

(d) Legal Right to Sell.  You may sell a Product on BoardGamesNMore through the Marketplace Program if you have a valid legal right to sell that Product.

(e) Product Authenticity.  You may only sell Products through the Marketplace Program that are authentic. You will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you represent, warrant and covenant that you will not) list any Product or Seller Product Content (as defined below) on the BoardGamesNMore Sites or through the Marketplace Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right), or that you otherwise do not have the valid legal right to sell. All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way.

(f) Certification.  Upon BoardGamesNMore’s request, you will promptly provide BoardGamesNMore with (i) certificates of authenticity (or similar documentation) related to Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a valid legal right to sell the Products through the BoardGamesNMore Sites, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Seller Product Content (as defined below), and (iv) documentation (e.g. test reports from an independent testing lab acceptable to BoardGamesNMore) showing that you are in compliance with the requirements of Section 2(h) hereof.

(g) Prohibited or Restricted Listings.  BoardGamesNMore, in its sole discretion, may remove listings or Seller Product Content, or prohibit you or ask you to refrain from listing any Products or providing any Seller Product Content. In addition, BoardGamesNMore may remove your listings in its sole discretion, including in response to notices of alleged copyright infringement, trademark misappropriation, or other intellectual property claims or if such listing is not compliant with applicable Law or the Agreement. If BoardGamesNMore requests that you remove Products or Seller Product Content from the BoardGamesNMore Sites, you will make commercially reasonable efforts to remove the Products or Seller Product Content within 24 hours of such request so that the Products and related Seller Product Content no longer appear on the BoardGamesNMore Sites. You will not list or include such removed Products or Seller Product Content on the BoardGamesNMore Sites at any time unless their inclusion is specifically authorized by BoardGamesNMore in writing.

(h) Safety, Testing and Certification.  Seller will comply with, and ensure that all Products comply with, all product safety, testing, standards, and certification requirements under applicable Law, including without limitation, the Canada Consumer Product Safety Act and the regulations thereunder and any applicable provincial consumer protection legislation. BoardGamesNMore may, from time to time, request Seller to submit its Product for testing with an independent testing lab acceptable to BoardGamesNMore. The seller shall complete such testing within the timeframe reasonably requested by BoardGamesNMore and shall bear all costs and expenses related thereto.

(i) Refurbished Products.  You agree to and will comply with the Refurbished/Vintage Items Policy. You agree that all Refurbished Products shall be completely “wiped” or sanitized of all data stored in the memory of any such Refurbished Product to ensure that such data is no longer accessible in whole or in part.

3.Seller Product Content and Seller Trademarks

You may provide certain product information and any related media, materials, links, images, and other content (together, the “Seller Product Content”) in connection with this Agreement. You represent, warrant and covenant that all Seller Product Content you provide is truthful, accurate and not misleading, will not reflect unfavorably on BoardGamesNMore, its affiliates, or the BoardGamesNMore Site or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of BoardGamesNMore or its affiliates and is in compliance with the Agreement (including all Seller Policies) and that you will not use Seller Product Content to redirect end users of the BoardGamesNMore Sites to any other sales channels. You hereby grant BoardGamesNMore and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty- free, perpetual, worldwide, sublicensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Seller’s name, trademarks, service marks, and logos (“Seller Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, adapt, modify, re- format, create derivative works of, and otherwise use and commercially or non-commercially exploit all Seller Product Content in any manner, in each case in connection with the BoardGamesNMore Marketplace Program (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the BoardGamesNMore Sites, third party websites, e-mail, social media or any other medium). BoardGamesNMore and its affiliates may permit Customers, other users of the BoardGamesNMore Sites, and other third parties to share and post Seller Product Content on their websites, applications, and social media outlets.

4. Required Product Information

(a) Seller Product Content.  In order to list a product for sale on the BoardGamesNMore Sites, you must provide all requested Seller Product Content. A list of the data elements required for each Product can be found at Product Content Policy. You must also provide BoardGamesNMore with all warnings or disclaimers required to be posted with respect to the Products. If the Product fits into a category that is subject to specific product guidelines, you may be required to provide additional Seller Product Content for those types of products. Seller shall ensure the Seller Product Content (including packaging) shall not contain any sexually explicit, defamatory, or obscene materials. Additionally, Seller Product Content provided by you to BoardGamesNMore for the BoardGamesNMore Sites must be of at least the same level of quality as the highest quality information displayed or used on the Seller Site or any other online sales channel for Seller’s Products and provides users of the BoardGamesNMore Sites with at least as much product information, images and other content as the information provided on the Seller Site or any other online sales channel for Seller’s Products.

(b) Inventory Feed.  You will (i) use commercially reasonable efforts to timely provide BoardGamesNMore with an error-free updated inventory feed for those Products where inventory levels have changed since the last inventory feed provided for such Product, and (ii) provide BoardGamesNMore with a daily inventory feed for all Products.

(c) No Unlicensed Content.  If you do not have but need a license from the brand owner or supplier to use certain content related to a Product, do not provide that content to BoardGamesNMore.

(d) Bilingual Content.  You are responsible for providing a translation of the English content in French content using industry accepted applications or standards and you will transmit content in both English and French per BoardGamesNMore’s defined parameters. You shall ensure that all content is in compliance with applicable Laws. BoardGamesNMore reserves the right to refuse any content if BoardGamesNMore deems, in its sole discretion, that the translation is of a poor or inadequate quality.

5. Referral Fees and Payment

(a) Customer Payments.  As part of its service to you, BoardGamesNMore will collect all proceeds from transactions with Customers and will hold such amounts in trust for you subject to the terms herein. Payment of money by a Customer to BoardGamesNMore shall for all purposes constitute payment by the Customer to you. If a Customer makes payment through the Marketplace Program using any form of payment that is not legal tender, such as BoardGamesNMore Rewards, store credits or employee discount credits, BoardGamesNMore will credit to the amount held in trust for you in accordance with this paragraph 5(a) the full cash equivalent of the payment and/or credit received.

(b) Referral Fees.  BoardGamesNMore will earn a referral fee equal to a percentage of the gross sales proceeds from the sale of Products (i) including all shipping and handling, gift wrap,  taxes and environmental fees stated and other charges (the “Referral Fee Percentage”) from each Product sale through the BoardGamesNMore Site (the “Referral Fee”) as further set forth in the Referral Fee Schedule.

(c) Authorized Payments.  You hereby irrevocably authorize and direct BoardGamesNMore to pay to itself from the monies that it holds in trust for you and that are otherwise distributable to you all Referral Fees earned by BoardGamesNMore, plus applicable sales taxes.

(d) Distributions of Funds.  All distributions to you will be remitted through the payment method you selected in the BoardGamesNMore Tools and acceptable by BoardGamesNMore (conditions for acceptance may be modified or discontinued from time to time in BoardGamesNMore’s sole discretion) and

(i)  Except as provided for in paragraph (ii) below, the monies received and held in trust for you for Products shipped in each 14-day period shall be distributed to you (or as otherwise directed by you herein including but not limited to pursuant to paragraph (d) above) within 7 days of the end of such 14-day period;

(ii)  BoardGamesNMore may impose an initial holding period as a security requirement before funds will be disbursed for new sellers. If BoardGamesNMore concludes that your actions and/or performance in connection with this Agreement may result in a chargeback under paragraph 6(f), a refund under paragraph 8(b), a customer service adjustment under paragraph 10(b), violations of Seller Policies, risks to BoardGamesNMore or third parties, or other claims, then BoardGamesNMore may, in its sole discretion, delay distributing to you the amount of such possible chargeback, refund or customer service adjustment (other than amounts which must be paid by you to the government or other regulatory or stewardship agency on account of sales taxes and environmental fees in respect of the relevant disputed transactions) pending completion of any investigation(s) regarding your actions or performance in connection with this Agreement. If BoardGamesNMore determines that your account has been used to engage in fraudulent, deceptive, or illegal activity or repeated violation of Seller Policies, we may permanently withhold payments to you in our sole discretion.

(e) Other Security Measures.  As a security measure, BoardGamesNMore may, but is not required to, impose transaction limits on you or some or all customers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time.

(f) Set-off and Other Rights.  For any amounts owed to BoardGamesNMore (in reimbursement or otherwise), BoardGamesNMore reserves the right to (x) recoup, set-off or credit against any amounts that are payable to you by us; (y) invoice you for amounts due, such amounts to be payable upon receipt or (z) use any other lawful means to collect payment or reimbursement from you.

6. Purchase/Order Processing, Fulfillment, and Shipping

(a) Order Process.  All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place orders (the “Orders") using the BoardGamesNMore checkout system. The Customer shall never be at risk of loss of funds upon receipt by BoardGamesNMore of payment from the Customer. After a Customer submits an Order using the BoardGamesNMore checkout system, BoardGamesNMore will electronically transmit to you the Order information that BoardGamesNMore determines is necessary to fulfill each Order (the “Transaction Information”). You acknowledge that BoardGamesNMore will not confirm acceptance of an Order or conclude any Orders on your behalf and you are responsible for confirming acceptance of an Order by providing an update in the BoardGamesNMore Tool and fulfillment and shipment in accordance with this Section 6.

(b) Order Fulfillment.  Once BoardGamesNMore has transmitted an Order to you, you will, at your own expense, be solely responsible for, and bear all liability for, the acceptance and fulfillment of the Order, including without limitation, packaging and shipping Products and customer service. If you cannot fulfill

the entire quantity of a purchase order (“PO”) line in an Order, then you will cancel that PO line, fulfill all other lines in the Order and promptly notify BoardGamesNMore via the BoardGamesNMore Tool of such cancellation, for communication to the Customer. If the Order consists of one PO line that you cannot fulfill the entire quantity for, then you will cancel the entire Order and promptly notify BoardGamesNMore via the BoardGamesNMore Tool, for communication to the Customer.

(c) Shipping Options.  You are responsible for properly specifying shipping options for all Products through the BoardGamesNMore Tool as requested by BoardGamesNMore. You will provide BoardGamesNMore with the shipping, handling and any other charges for each Product required by the BoardGamesNMore Tool, separate from the purchase price. You will not enable shipping in the BoardGamesNMore Tool for any Product in any region where the sale of such product violates any Seller Policy or applicable Law.

(d) Shipping Process.  You will be responsible for shipping all Products purchased by Customers in accordance with the Marketplace Shipping Standards. You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. You will be solely liable for all costs related to any duplicate or inaccurate shipments based upon your retransmission of Order files through any BoardGamesNMore Tool. Following shipment of an Order, you will promptly notify BoardGamesNMore via the BoardGamesNMore Tool and provide all relevant information related to the Order including tracking number and carrier name. Upon notification, BoardGamesNMore will send an automated email message to the Customer confirming shipment of the Order and include shipment information provided by you. Internal and external packaging for Products may not contain (1) any third party branding or marketing materials, or (2) Seller marketing materials that are not included as standard marketing materials with all of your Product shipments. Emails sent by you to Customers in connection with an Order will not contain any marketing materials or links to any Seller or third party website, except for links to shipping websites that permit the Customer to track shipment of their Order. For the avoidance of doubt, you are required to obtain consent as applicable to send any email communications to Customer and to otherwise ensure that any email sent to a Customer complies with Canada’s anti-spam legislation.

(e) Shipping Status Reports.  During the Term, BoardGamesNMore may provide you with reports on the status of Orders placed pursuant to this Agreement. The reports will be issued according to a schedule identified by BoardGamesNMore to you from time to time. You will review each report upon receipt and provide BoardGamesNMore with written notice of any discrepancies (a “Discrepancy Notice”) between the report and your fulfillment of any Orders within a commercially reasonable time period after the date of the report, but no more than 3 business days after the date of the report. You are solely responsible for monitoring and responding to reports provided by BoardGamesNMore pursuant to this Agreement. If BoardGamesNMore does not receive either (i) a Discrepancy Notice or (ii) a shipment confirmation notice from you within 30 days of placement of the Order, BoardGamesNMore shall consider the Order to have been rejected and will refund the purchase price to the Customer. You will be solely liable and responsible for all Product costs and shipping costs associated with such rejected Order and you forfeit any claims for any payments of purchase price otherwise payable under this Agreement related to such rejected Orders.

(f) Risk of Fraud or Loss.  Please note that, though BoardGamesNMore will bear the risk of credit card fraud occurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. BoardGamesNMore may, in its sole discretion, withhold for investigation, cancel or refuse to process any Orders. For all credit card chargebacks for which you bear the risk, you hereby irrevocably authorize and direct BoardGamesNMore to reimburse itself for the amount of such chargebacks from the monies it holds in trust for you and that are otherwise distributable to you or to send you an invoice for such amounts and you will pay such invoice within 30 days of receipt. Notwithstanding the foregoing, BoardGamesNMore will not bear the risk of credit card fraud or loss in connection with any Product that is not shipped by you to the shipping address specified in the Transaction Information provided by BoardGamesNMore, and you will be responsible for all costs related thereto.

7.Taxes and Environmental Fees You agree to and will comply with the Tax Policies and Environmental Fee Policies.

8.Cancellations, Returns, Refunds, and Recalls

(a) Cancellations and Returns.  You will promptly process all Customer cancellations, returns, refunds and/or customer service price adjustments. Without limiting your obligations, BoardGamesNMore may cancel Orders per section 6(f) or in circumstances where BoardGamesNMore determines (in its sole discretion acting reasonably) there was a clear error in the Product information. You agree to stop and/or cancel any Order if requested by BoardGamesNMore; provided that if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper. Your return and refund policies for Products sold through the BoardGamesNMore Sites will be no less favorable to Customers than your most favorable policies offered on your website (“Seller Site”) for such Products and must comply with the Returns Policy.

(b) Refunds.  You will be responsible for all non-cash refunds (e.g. exchanges). If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card or other form of original payment) you will notify BoardGamesNMore through Seller Center and include other related information requested by BoardGamesNMore. For cash refunds BoardGamesNMore will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card) if possible and BoardGamesNMore will refund to you the amount of the Referral Fee attributable to the amount of the Customer refund (excluding any refunded fees and taxes); provided that BoardGamesNMore will have no liability for refunds offered by you in excess of the purchase price. You will be responsible for reimbursing BoardGamesNMore for any cash refunds or adjustments BoardGamesNMore makes to a Customer and you hereby irrevocably authorize and direct BoardGamesNMore to reimburse itself for the amount of such refund or adjustment from the monies it holds in trust for you that are otherwise distributable to you for any amounts so refunded or to send you an invoice for such amounts and you will pay such invoice within 30 days of receipt.

(d) Recalls.  BoardGamesNMore will have no responsibility or liability for any recalls of Products sold through the BoardGamesNMore Sites. You are solely responsible for any non-conformity or defect in, or any public or private recall, or any safety alert of Seller’s Products. You will promptly remove any recalled Products from the BoardGamesNMore Sites by unpublishing or retiring the Product through the BoardGamesNMore Tool. You will notify BoardGamesNMore by e-mail at Marketplace@BoardGamesNMore.com  of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide BoardGamesNMore with all information reasonably requested regarding the recall.

9.Pricing 

You are solely responsible for setting the purchase price of your Product(s). Notwithstanding the foregoing, you agree to and will comply with the Pricing Policy.

10.Customer Service

(a) Obligations.  You will be responsible for all customer service, except for issues related to payment. In performing such customer service, you will always represent yourself as a separate entity from BoardGamesNMore. You will not disparage BoardGamesNMore or its affiliates or its or their Products or services when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all Customers during each such call prior to providing any customer service.

(b) Adjustments.  BoardGamesNMore reserves the right to provide a customer service adjustment (not to exceed the total amount paid by such Customer in connection with the Products, including without limitation, gift wrapping, taxes and shipping fees) to a Customer that BoardGamesNMore reasonably determines has not been dealt with correctly by your customer service in accordance with the Customer Care Requirements Policy. and you hereby irrevocably authorize and direct BoardGamesNMore to reimburse itself for such amount from the monies it holds in trust for you and that are otherwise distributable to you or to send you an invoice for such amount and you will pay such invoice within 30 days of receipt.

11.Reporting and Audit Rights

(a) Reporting.  You will, within a reasonable period of time (not to exceed 30 days) following request from BoardGamesNMore, provide BoardGamesNMore with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by BoardGamesNMore. In the event BoardGamesNMore requests that you provide BoardGamesNMore with copies of reports that you were required to file with any regulatory or consumer protection agency, you will provide such reports within 7 days of BoardGamesNMore's written request.

(b) Audit Rights.  You will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow BoardGamesNMore, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the Term of this Agreement and for 2 years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by BoardGamesNMore to confirm your compliance with the terms of this Agreement and applicable Law.

(c) Notice upon Insolvency/Bankruptcy.  Upon the occurrence of one of the following events, you shall provide written notice to BoardGamesNMore of such event within 24 hours of occurrence: (a) you file a petition for bankruptcy or are adjudicated a bankrupt; (b) a petition in bankruptcy is filed against you; (c) you become or are declared insolvent or make an assignment for the benefit of your creditors or an arrangement for your creditors pursuant to any bankruptcy or other similar law; (d) you cease to do business in the normal course; or (e) a receiver is appointed for you or your business.

12.Ownership and Use Rights

(a) Ownership of BoardGamesNMore Marketplace.  BoardGamesNMore, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the BoardGamesNMore Marketplace, the BoardGamesNMore Sites, the BoardGamesNMore Tools, and the BoardGamesNMore Services, and (ii) any of their confidential or proprietary information. Except for a limited right for you to access the BoardGamesNMore Websites and BoardGamesNMore Tools made available to you in accordance with and subject to all the terms and conditions of this Agreement, BoardGamesNMore, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement.

(b) Ownership of Transaction Information.  BoardGamesNMore owns (and you hereby assign to BoardGamesNMore) all Transaction Information and all other information relating to Orders or Products, including but not limited to information that is entered into a BoardGamesNMore Tool, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the BoardGamesNMore Privacy Policy and any additional privacy guidelines posted by BoardGamesNMore.

(c) Use of Transaction Information.  You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the BoardGamesNMore Privacy Policy and applicable Law (including but not limited to Canada’s anti-spam legislation, the Personal Information Protection and Electronic Documents Act (Canada) and provincial legislation relating to the protection of personal information). You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a BoardGamesNMore user; or (v) use any information about BoardGamesNMore Customers gained through the Marketplace Program to directly solicit such BoardGamesNMore Customers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Marketplace Program, provided that you do not target communications on the basis of the intended recipient being a BoardGamesNMore user.

(d) Ratings and Reviews.  BoardGamesNMore may use mechanisms that rate or review, or allow shoppers to rate or review, your Products and your performance as a seller and BoardGamesNMore may make these ratings publicly available. BoardGamesNMore will have no liability to you for the content or accuracy of any ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on the BoardGamesNMore Sites.

(e) Suggestions and Feedback.  If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to BoardGamesNMore or its affiliates in connection with the BoardGamesNMore Marketplace, the BoardGamesNMore Sites, or other subject matter of this Agreement, BoardGamesNMore will be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner.

(f) BoardGamesNMore API.  To the extent necessary to sell and provide the Products under this Agreement, you may access and use the application programming interface (API) made available by BoardGamesNMore.com as may be updated or modified by BoardGamesNMore from time to time (the “BoardGamesNMore API”). All such use and access by you of the BoardGamesNMore API will be governed by the API Terms of Use available at API_Terms_of_Use as may be updated from time to time.

13.Developer Rights

(a) Authorization of Developers.  You may also, from time to time, provide your access credentials to the BoardGamesNMore Sites to a third party developer with whom BoardGamesNMore and its affiliates have entered into a signed BoardGamesNMore Toolkit License Agreement (each, a “Developer”). You hereby covenant, represent and warrant that you authorize: (i) any such Developer to which you have provided your access credentials as your agent to provide the order fulfillment, inventory management, data analysis, and other service offerings in connection with this Agreement and the BoardGamesNMore Marketplace Program (“Developer Offerings”) to you or on your behalf in accordance with the BoardGamesNMore Toolkit License Agreement; (ii) any such Developer to access and use your accounts on the BoardGamesNMore Sites and your Seller Product Content, in order to provide the Developer Offerings; and (iii) BoardGamesNMore and its affiliates to provide Developer the access and use set forth in Section 12(f). If you provide BoardGamesNMore and any Developer written notice that you desire to revoke the foregoing authorization, then the authorization will be revoked five (5) days after receipt of the notice by BoardGamesNMore. At such time, you may not allow Developer to access or use your credentials, accounts, or content. BoardGamesNMore is under no obligation to enable any Developer to access your accounts or content and may disable or suspend a Developer’s access upon any revocation of the authorization or as set forth in the BoardGamesNMore Toolkit License Agreement.

(b) Access by Developers.  You may enable authorized Developers to access your Seller Product Content only through the partner portal using your user ID, password or key, but you may not provide or reveal the user ID, password or key to Developers. You may not allow any third party to use or access Developers accounts, and may not do anything else that might jeopardize the security of Developer accounts. You will require each authorized Developer to notify you if the Developer becomes aware of any unauthorized use of any of such Developer’s passwords, accounts, or keys, and you will notify BoardGamesNMore immediately. Passwords, accounts, and keys related to the BoardGamesNMore Sites are the property of BoardGamesNMore and its affiliates, and BoardGamesNMore may disable access if a Developer misuses or shares them. You will ensure that any information a Developer makes available to BoardGamesNMore in connection with your BoardGamesNMore accounts will always be accurate, correct and up to date.

14.Termination or Suspension; Survival

BoardGamesNMore may terminate this Agreement with you at any time in its sole discretion without notice to you on Seller Center or otherwise. BoardGamesNMore may also immediately terminate or suspend your participation in the BoardGamesNMore Marketplace, your access to BoardGamesNMore Services or the BoardGamesNMore Tools, or remove your listings at any time in its sole discretion if you violate the terms of this Agreement. Sections 3, 6, 7, 8, 10, 11, 12, 14, 15, 16, 17, 18, 19 and 21 shall survive the expiration or termination of this Agreement for any reason.

15.General Release and Indemnification

(a) Indemnity.  You, on behalf of yourself and any authorized Developer will defend (at BoardGamesNMore’s option), indemnify and hold BoardGamesNMore and its affiliates (and their respective employees, shareholders, directors, agents and representatives) harmless from and against any and all claims, costs, losses, damages (including any indirect, special, incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable legal fees and costs of any investigation, defense, and settlement) arising out of any Claims that arise out of or relate to: (i) any breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, covenants or obligations set forth in this Agreement; or (ii) the Seller Site or other sales channels, the Products, any Seller Product Content, the advertisement, offer, sale or return of any Products; or (iii) any actual or alleged infringement of any Intellectual Property Rights by you, the Products, or any Seller Product Content; or (iv) any Developer Offerings; or (vi) any taxes or environmental fees, assessed, incurred, or owed in connection with, or arising out of any transaction undertaken on the Marketplace Program, or the collection, payment or failure to collect or pay such taxes or environmental fees. You will provide all cooperation, documentation, and information reasonably requested by BoardGamesNMore in connection with any Claim. BoardGamesNMore will have the right to control all defense and settlement of Claims.

(b) Claims.  “Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation.

16.Limitation of Liability

(a) No Consequential Damages.  IN NO EVENT SHALL BOARDGAMESNMORE OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA, (B) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (C) FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER BOARDGAMESNMORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Monetary Cap.  IN NO EVENT SHALL BOARDGAMESNMORE’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES), JUDGMENTS, FINES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANY REASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY YOU TO BOARDGAMESNMORE PURSUANT TO THIS AGREEMENT DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.

(c) Survival of Limitations.  THE LIMITATIONS SPECIFIED IN THIS SECTION 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

17.No Warranties.

THE MARKETPLACE PROGRAM, THE BOARDGAMESNMORE SITES, THE BOARDGAMESNMORE SERVICES, AND THE BOARDGAMESNMORE TOOLS ARE PROVIDED ON AN "AS IS" BASIS. NEITHER BOARDGAMESNMORE NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE PROGRAM, THE BOARDGAMESNMORE SITES, THE BOARDGAMESNMORE SERVICES, OR THE BOARDGAMESNMORE TOOLS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOARDGAMESNMORE AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES. YOU AND ANY DEVELOPER WILL EACH BE SOLELY RESPONSIBLE FOR (AND BOARDGAMESNMORE AND ITS AFFILIATES HAVE NO RESPONSIBILITY TO YOU, ANY DEVELOPER OR TO ANY THIRD PARTY FOR) ANY ACTS AND OMISSIONS OF (INCLUDING ANY FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY BOARDGAMESNMORE TOOKLKIT LICENSE AGREEMENT) YOU OR A DEVELOPER, AND FOR THE CONSEQUENCES OF ANY SUCH ACTS AND OMISSIONS (INCLUDING ANY LOSS OR DAMAGE THAT BOARDGAMESNMORE OR ITS AFFILIATES MAY SUFFER) IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT.

18.Insurance. 

You will maintain, at your sole expense, commercial general liability insurance with limits of at least $2,000,000 (or such higher amount as requested by BoardGamesNMore from time to time) per occurrence covering liabilities caused by or occurring in connection with this Agreement or your business, or as otherwise required by BoardGamesNMore from time to time.

19.Information Security. 

You will comply with the Information Security Addendum.

20.Statement of Ethics. 

BoardGamesNMore expects all Sellers to act ethically and in a manner consistent with BoardGamesNMore’s Statement of Ethics.

21.Miscellaneous

(a) Integrated Agreement.  This Agreement (and all (i) Seller Policies  including Product Content Policy, Referral Fee Schedule, Customer Care Requirements Policy, Seller Performance Standards, Marketplace Shipping Standards, Returns Policy, Prohibited Products Policy, Refurbished/Vintage Items Policy, Tax Policies, Environmental Fee Policies, Information Security Addendum, BoardGamesNMore’s Statement of Ethics, Pricing Policy;  and (ii) the attached_BoardGamesNMore Marketplace Seller Returned Product Purchase Agreement and any Toolkit License Agreement), which you agree to comply with are incorporated by reference into this Agreement and constitutes the complete integrated agreement between the Parties concerning the subject matter of this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety by this Agreement. To the extent you are already a party to an agreement with BoardGamesNMore regarding your participation as a Seller in the BoardGamesNMore Marketplace Program, the terms and conditions of that agreement are hereby terminated and replaced in their entirety with the terms and conditions of this Agreement but you will continue to comply with all your surviving obligations under that agreement.

(b) Responsibility for Affiliates and Agents.  You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf in connection with this Agreement.

(c) Independent Contractors.  You and BoardGamesNMore are acting as independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

(d) Governing Law.  This Agreement is governed by and will be construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein without regard to its principles of conflicts of law. You agree to exclusive jurisdiction of the federal and provincial courts located in the Province of Quebec, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

(e) Assignment.  You may not assign this Agreement or any of your rights or obligations under this Agreement without BoardGamesNMore’s prior written consent.

(f) Ongoing Warranties.  Except as otherwise expressly provided in this Agreement, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Seller at the execution of this Agreement and each stage of performance of this Agreement.

(g) Publicity.  You will not use the name, logo, trademarks or trade names of BoardGamesNMore or any of their affiliates or otherwise, directly or indirectly, refer to BoardGamesNMore of any of its affiliates in any publicity release, promotional material, customer or partner list, advertising, marketing or business-generating effort, whether written or oral, without the prior written consent of BoardGamesNMore.

(h) Confidentiality.  You may have entered a separate confidentiality agreement with BoardGamesNMore. This Agreement does not limit your obligations under that agreement and all terms and conditions of such confidentiality agreement are hereby incorporated by reference. If there is a conflict among terms in this Agreement and the separate confidentiality agreement, the terms in this Agreement will prevail. In addition, you will treat as confidential, and may not disclose to any third party, any information or communication from, on behalf of, or with BoardGamesNMore regarding your compliance with this Agreement or any information relating to BoardGamesNMore, it’s customers (including Transaction Information) or to the BoardGamesNMore Services that is not known to the general public (“Confidential Information”). You agree: (i) to hold the Confidential Information in confidence by using the same degree of care to safeguard such Confidential Information as you use to protect your own information of like character, but in no event less than a reasonable degree of care; (ii) to limit disclosure of the Confidential Information except as permitted under this Agreement; (iii) not to directly or indirectly disclose any Confidential Information to any third party unless and only to the extent required by law; (iv) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement; (v) not remove or obscure proprietary rights/notices that appear on Confidential Information and copies thereof; and (vi) to advise BoardGamesNMore promptly in writing of any unauthorized disclosure or use of Confidential Information

(i) Severability.  In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

(j) Waiver.  The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have operate as a waiver of any right or remedy.

(k) Currency.  All references herein to currency are to Canadian currency and all payments shall be made in Canadian currency.

(l) Counterparts.  This Agreement may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts taken together shall constitute one and the same agreement, which shall be binding and effective as to all Parties. Each of the Parties agree that a facsimile, scanned or electronic copy of a signature evidencing a party’s execution of this Agreement shall have the same force, validity, and effect as an originally executed copy.

(m) Language.  The parties acknowledge and agree that they have required that this Agreement be prepared in the English language. Les parties reconnaissent avoir exigé que les présentes soient rédigées en langue anglaise.

Exhibit 1

BoardGamesNMore Marketplace Seller Returned Product Purchase Agreement

This BoardGamesNMore Marketplace Seller Returned Product Purchase Agreement (the “Agreement”) is between you (the “Seller” or “you”) and BoardGamesNMore Inc. (“TRG”). The Agreement sets out the terms and conditions pursuant to which TRG will purchase certain Returned Products (defined below) from Seller and provide consolidation and return shipping services to Seller.

1.In-Store Returns Processing

Pursuant the Marketplace Seller Agreement (the “MP Seller Agreement”) between Seller and BoardGamesNMore Inc. (“BoardGamesNMore”), any Returned Product (as defined in the MP Seller Agreement) returned to a BoardGamesNMore store by a Customer (as defined in the MP Seller Agreement) will be processed and delivered to a TRG facility (the “TRG Facility”). All right, title, and interest in and to Seller’s Returned Product shall belong to the Seller from the moment the Returned Product is returned to a BoardGamesNMore store. Seller is responsible for all risk of loss to the Returned Product except when the Returned Product is in TRG’s care and control.

2.Purchase of Returned Product

(a) If Seller elected “Option #1: R – Recycle/Re-sell” for any category of Product (as defined in the MP Seller Agreement) during its onboarding process, you agree to sell all Returned Product falling within that category to TRG on the terms in this Section 2.

(b) TRG acknowledges and agrees that the Returned Product has been previously sold to Customers (as defined in the MP Seller Agreement) and that the Returned Product is purchased on an “as is where is” basis with no representation, warranty or condition, express or implied, in respect of the Returned Product, including (without limitation) fitness for any particular purpose, quality, merchantability and any conditions or warranties express or implied by the Sale of Goods Act (Quebec) or any similar federal or provincial legislation. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (Quebec).

(c) Upon arrival of the Returned Product at the TRG Facility, in exchange for the covenants of TRG contained herein, Seller transfers its right, title and interest in and to the Returned Product to TRG, free and clear of any lien or encumbrances arising by or through Seller.

(d) TRG acknowledges and agrees that the Returned Product shall not be represented by TRG (including, without limitation, anyone acting on its behalf and/or any person who may purchase any Returned Product from TRG) as “new” or “new condition”. Such Returned Product shall be represented as “pre- owned”, “open-box”, “used” or “TRG refurbished”.

3.Returns Shipping

If Seller elected “Option #2: S – Return Product to Seller” for any category of Product (as defined in the MP Seller Agreement) during its onboarding process, TRG will provide the following services with respect to Returned Product falling within that category:

(a) Consolidate the Seller’s Returned Product at the TRG Facility.

(b) Once the Seller’s Returned Product accumulates to reaches a full pallet(“Full Pallet”) or 30 days have elapsed, whichever is sooner, TRG will automatically ship the Returned Product (Full Pallet or otherwise) to the location designated by the Seller to TRG (the “Designated Location”), at Seller’s expense.

(c) TRG will be the shipper and exporter of record for all Returned Product shipped to a Designated Location outside of Canada, provided Seller shall be responsible for and shall indemnify TRG for any duties, brokerage, fines and/or related expenses, and taxes payable in respect of such Returned Product.

(d) Seller shall complete any necessary documentation to facilitate the shipment of Returned Product to any Designated Location, as TRG may require.

4.Term and Termination

This term of this Agreement shall begin on the date you click on the “I Agree” button below and continue until terminated under this Section 4. TRG may terminate this Agreement at any time in its discretion without notice. This Agreement shall automatically terminate in the event the MP Seller Agreement between Seller and BoardGamesNMore is terminated by BoardGamesNMore.

5.Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, and of the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Quebec.

You can also download a pdf copy of the agreement by clicking here.

By clicking the button located below, you agree to be bound by the terms and conditions of this Agreement, as they may be updated from time to time.