Terms and Conditions

Terms of Services for Buyers

These Terms of Services (the "Buyer Terms") are between the corporation that registers as a buyer through the LAIBL Platform (the "Buyer"; "you") and LAIBL Inc., with a registered office at 333 Bay st. #3400 Toronto ON ("LAIBL"). The Buyer Terms enter into force upon your acceptance and will continue in full force for as long as you have an active account with us (the "Terms").

PLEASE READ THESE TERMS CAREFULLY PRIOR TO CREATING AN ACCOUNT WITHIN THE LAIBL PLATFORM. THESE TERMS APPLY TO YOUR USE OF THE SERVICES AS A BUYER, AND TO EVERY RFQ THAT YOU WILL CREATE WITHIN OUR SERVICES. UNLESS YOU OVERRIDE THESE BUYER TERMS IN THE RFQ, YOU AGREE THAT THE PURCHASE, DELIVERY, AND OTHER TRANSACTIONAL TERMS SET FORTH HEREIN WILL APPLY BY DEFAULT TO ANY TRANSACTIONS WITH A MANUFACTURER, AS FURTHER EXPLAINED BELOW.

DEFINITIONS

Additional Terms: Any deviations from the Applicable Terms which the Manufacturer and the Buyer agree upon, including the Buyer Requirements if agreed upon by the Manufacturer through the issuance of a corresponding Quote or otherwise.
Applicable Laws: Any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree, or other legal requirement applicable to these Terms, including the use of the LAIBL Platform by the Customer and the purchase of Parts and Materials by the Buyer through the LAIBL Platform.
Transaction Agreement: The Buyer Terms, the Manufacturer Terms, the Additional Terms, the Buyer Requirements, and any amendments thereto.
LAIBL Platform: The platform operated by LAIBL to connect Manufacturers with Buyers to conduct a Transaction, available via a web browser.
LAIBL Quote: A quote issued by LAIBL detailing the requirements for the Payment Management Services and containing the Transaction Fees applicable to the Payment Management Services.
Buyer Requirements: The Buyer's requirements included in an RFQ pursuant to a Transaction, which includes the Buyer's preferred purchase and payment terms.
Confidential Information: Any proprietary or business-related information disclosed within the LAIBL Platform or pursuant to this Agreement.
End Users: Individuals authorized by the Buyer to access and use the Services.
Fees: The Parts and Materials Charges, the Transaction Fees, and any applicable taxes or other financial considerations due by the Buyer pursuant to a Transaction.
Intellectual Property: Any proprietary content, trademarks, copyrights, patents, and other intellectual property associated with LAIBL and its platform.
Manufacturer: Suppliers, distributors, manufacturers, and vendors registered as manufacturers on the LAIBL Platform.
Manufacturer Terms: The Manufacturer Terms agreed upon when submitting a Quote in response to an RFQ.
Parts and Materials: Goods and products procured by the Buyer as part of a Transaction through the LAIBL Platform.
Purchase Order: A purchase order detailing the Parts and Materials, charges, and agreed-upon terms.
RFQ: Requests for quotes issued by the Buyer within the LAIBL Platform.
Services: The Payment Management Services, the LAIBL Platform, and Technical Support Services.
Transaction: The purchase of Parts and Materials by the Buyer upon acceptance of a Quote submitted by a Manufacturer through the LAIBL Platform in response to an RFQ.
Transaction Fees: Fees paid by the Buyer in accordance with the LAIBL Quote for Payment Management Services.

SUBJECT MATTER

The LAIBL Platform allows the Buyer to create RFQs and purchase Parts, services, and/or materials. Manufacturers apply to RFQs by submitting Quotes. In accordance with these Buyer Terms, LAIBL may also agree to perform Payment Management Services in exchange for Transaction Fees.

ELIGIBILITY TO THE LAIBL PLATFORM

The Buyer must create an account to use the Services ("Buyer Account"). By creating a Buyer Account, you represent and warrant that:

The individual acting on behalf of the Buyer has the authority to bind the Buyer;
The Buyer has all requisite rights and power to enter into these Terms;
The Buyer is a legally registered corporation in good standing;
The information provided is truthful and accurate;
The Buyer is not in violation of any applicable anti-bribery or export control laws.

Failure to meet these eligibility requirements may result in account termination at LAIBL's sole discretion.

END USER PROVISIONING

Buyers are responsible for providing and removing access rights to End Users, maintaining credential security, and ensuring responsible usage of their Buyer Account.

ACCEPTABLE USE OF THE LAIBL PLATFORM

The Services may not be used for:

Any illegal or unethical activities;
Violations of privacy, harassment, or abuse;
Sharing unauthorized access credentials;
Automated data extraction;
Reverse engineering or security breaches of the platform.

Violations of these terms may result in account suspension or termination.

CONFIDENTIAL INFORMATION

Each party must maintain the confidentiality of the other party's proprietary information and use it solely for the purposes outlined in these Terms. Confidential Information must not be shared without prior consent. Buyers agree to have their brand logo known to be a user of the platform.

INTELLECTUAL PROPERTY

Each party retains ownership of its Intellectual Property. Any feedback provided to LAIBL regarding improvements to the platform becomes the property of LAIBL.

REQUESTS FOR QUOTES & QUOTES

Buyers generate RFQs and are responsible for identifying Buyer Requirements, including payment terms and specifications. The Buyer Terms apply by default unless otherwise negotiated with the Manufacturer.

VENDOR SELECTION

LAIBL may conduct pre-screening of Manufacturers but does not provide vendor selection services. Buyers are responsible for due diligence before selecting a Quote.

PROCUREMENT OF PARTS AND MATERIALS

A contract is formed between the Buyer and Manufacturer upon issuance of a Purchase Order. The Buyer must ensure accuracy in Purchase Orders.

BUYER PAYMENT TERMS

Buyers agree to timely payment of Fees as outlined in the Purchase Order. Late payments are subject to interest and potential suspension of Services.

DISCLAIMERS

LAIBL provides Services "as is" without warranties regarding uninterrupted functionality or fitness for a particular purpose. Buyers are responsible for compliance with all regulations and for due diligence in transactions.

LIMITATION OF LIABILITY

To the extent permitted by law, LAIBL's liability is limited to the Transaction Fees paid within the past 6 months. LAIBL is not responsible for losses, indirect damages, or delays beyond its control.

DISPUTE RESOLUTION

Disputes will first be referred to mediation. If unresolved, arbitration under Canadian Arbitration Association rules will apply.

GOVERNING LAW/ARBITRATION

Any dispute between buyer and LAIBL arising out of or related to these terms are governed by the laws of Ontario, Canada, and shall be resolved through final binding arbitration conducted in Ontario, Canada.

MISCELLANEOUS

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by Buyer except with LAIBL's prior written consent. LAIBL may transfer, assign or delegate the Terms of Use and its rights and obligations without Buyer consent. No joint venture, partnership, employment or agency relationship exists between Buyer and LAIBL as a result of these Terms of Use or use of the Platform or Platform Services. You acknowledge and agree that each of the Related Parties shall be an intended third-party beneficiary of these Terms of Use. If Buyer breaches these Terms of Use, LAIBL may pursue any legal or equitable remedy available, including but not limited to, injunctive relief. Failure of LAIBL to exercise any remedy or enforce any portion of these Terms of Use at any time shall not operate as a waiver thereof.

TERM & TERMINATION

Buyers may terminate these Terms with written notice. Buyers remain responsible for all outstanding Fees and obligations incurred before termination.

By using the LAIBL Platform, you acknowledge and agree to these Buyer Terms.
If you do not agree, do not proceed with using the Services.

Terms of Services for Suppliers

These Terms of Services (the "Supplier Terms") are between the corporation that registers as a buyer through the LAIBL Platform (the "Buyer"; "you") and LAIBL Inc., with a registered office at 333 Bay st. #3400 Toronto ON ("LAIBL"). The Buyer Terms enter into force upon your acceptance and will continue in full force for as long as you have an active account with us (the "Terms").