Terms & Conditions of Use

1. Definitions

For the purposes of these Terms:

2. Role of the Platform

The Platform functions solely as a technology intermediary enabling Brands and Suppliers to identify each other and communicate regarding potential commercial engagements. Laibl is not a party to any transaction between Brands and Suppliers and does not guarantee the performance, quality, or legality of any goods or services offered by Suppliers.

3. Supplier Fees, Commissions, and Subscription Management

3.1 Commission on Originated Transactions

a. Commission Obligation: Suppliers agree to pay a commission fee to Laibl for any commercial transaction, agreement, or business relationship that originates from, or is introduced through, the Platform. This obligation applies absolutely, irrespective of where the final agreement is executed, how the order is fulfilled, or whether any portion of the transaction occurs inside or outside of the Platform.

b. Commission Rates: The applicable commission fee is determined by the Supplier's active subscription tier at the time a successful agreement is reached:

• Base Plan Subscribers: Subject to a 2% commission fee.
• Pulse and Yield Plan Subscribers: Subject to a 1.5% commission fee.

c. Calculation and Triggering Event: All commission fees are calculated on the total purchase order value, before any taxes are applied, and become due to Laibl immediately upon a successful agreement (e.g., an accepted purchase order or signed contract) between the Brand and the Supplier.

d. Twenty-Four (24) Month Origination Period: The obligation to pay the commission fee applies to the initial transaction and any subsequent transactions executed between a Brand and a Supplier for a period of twenty-four (24) months from the date of their first interaction facilitated by or originating from the Platform.

e. Order of Precedence: In the event that a Supplier and/or Brand has entered into a separate, fully executed Master Services Agreement (MSA) with Laibl, the terms of that MSA shall supersede these Terms in the event of any conflict or discrepancy.

3.2 Billing, Automatic Renewal, and Subscription Commitments

Automatic Billing: Subscription fees will be automatically charged to the credit card on file on the scheduled monthly renewal date. To continue accessing subscription tier benefits, Users must maintain a valid, non-expired card on file.

Payment Failure: Failure to maintain a valid payment method will result in the Account being automatically downgraded to the "Base" tier.

Annual Subscription Commitment: Users who enroll in an Annual Subscription agree to a mandatory twelve (12) month term. Subscribers will be charged monthly for twelve (12) consecutive months following acceptance of the annual plan and are not able to cancel during this period.

3.3 Cancellation Procedures

Monthly Subscription Cancellation: Subscribers on standard monthly plans may cancel their subscription at any time.

Cancellation Method: Cancellations must be performed directly by the User through the online billing/subscriptions portal located within the Platform.

Notice Period: To avoid being charged for the subsequent period, the cancellation must be completed at least twenty-four (24) hours prior to the next scheduled billing cycle date.

Late Cancellation: If a cancellation is processed through the portal less than 24 hours before the billing date, the Subscriber will be charged for the following month, and the cancellation will take effect at the end of that final billing period.

3.4 Invoicing, Audit, and Non-Circumvention

Invoicing: Commissions are due within 30 days of invoice issuance. Late payments may incur interest at 1.5% per month (18% per annum).

Audit Rights: Laibl may audit Supplier records relating to Originated Transactions. Suppliers shall maintain such records for three (3) years.

Non-Circumvention: Suppliers shall not circumvent the Platform to transact directly with a Brand. Violation may result in invoicing for the full 2% commission, account suspension, or legal action.

4. Brand Fees

Brands are not charged a fee for use of the Platform unless expressly agreed to in a separate written agreement.

5. Obligations

Supplier Obligations

Provide accurate information, fulfill orders per specifications, maintain required certifications, and protect documentation.

Brand Obligations

Provide accurate technical specifications, evaluate submissions independently, and confirm order completion.

6. Data Protection and Security

Laibl processes data in accordance with PIPEDA. Users are responsible for safeguarding their login credentials. Laibl is not liable for losses arising from compromised accounts or user negligence.

7. Acceptable Use Policy

Users must not engage in fraud, upload harmful content, scrape platform data, or interfere with Platform functionality. Violations may result in immediate suspension or termination.

8. Disclaimers & Limitation of Liability

The Platform is provided "as is." To the fullest extent permitted by law, Laibl is not liable for the quality of products, payment disputes between users, indirect damages, or supply chain interruptions.

9. Termination

Laibl may suspend or terminate access for any breach of these Terms. Termination does not relieve the Supplier of obligations to pay outstanding commissions.

10. Modifications and Governing Law

Laibl may modify these Terms at any time; continued use constitutes acceptance. These Terms are governed by the laws of Ontario, Canada, and disputes are subject to the exclusive jurisdiction of the courts located in Ontario.