Service Level Agreement-Merchant

Between: 
LTG Technologies Ltd

100-703 Broughton Street
Victoria, British Columbia, Canada
V8W1E2
+1-866-445-8259 support@luckytogocanada.com
(hereinafter referred to as “LTG”)
And

(hereinafter referred to as the “Merchant”)

LUCKY TO GO SERVICE LEVEL AGREEMENT

FOR RESTAURANTS OR MERCHANTS

This Agreement is a legally enforceable and mutually binding agreement between the undersigned and identified Merchant providing food products/ items, retail goods and services (hereinafter referred to as the “Merchant”) to the general public or corporates and LTG Technologies Ltd., a British Columbia company (hereinafter referred to as “Lucky To Go”) which owns and has developed an internet application platform (and retains all relevant legal and moral rights to such platform) which allows for customers to order items from the Merchant to be picked up and delivered to the customers (and which platform is hereinafter referred to as the “Platform”).   

This Agreement specifies the terms and conditions under which the Merchant may access or use the Platform and order Additional Products and Services (as defined below) from Lucky To Go.  Please read this Agreement fully and carefully before accessing the Platform or ordering any Additional Products and Services.  Upon the Merchant creating a profile on the Platform or otherwise accessing the Platform and allowing for pick-up of items from the Merchant, or upon ordering any Additional Products and Services, or otherwise manifesting the Merchant’s assent to this Agreement, the Merchant shall be deemed to agree to be bound by all of the terms and conditions of this Agreement.  If the Merchant does not agree to (or cannot comply with) all of the terms and conditions of this Agreement, the Merchant should not access or use the Platform or order any Additional Products or Services.  The party executing this Agreement on behalf of Merchant represents and warrants that he or she is an authorized signatory and representative of the Merchant and is capable of binding (and authorized to bind) the Merchant to this Agreement.

DEFINITIONS

For the purposes of this Agreement, the following words shall have the following meanings:

(a) “Agreement” means this Agreement as amended from time to time (in accordance with the terms for amendment provided in this Agreement).

(b) “Branded Apps” means the Intellectual Property of Lucky To Go used in association with the Platform.

(c) “Customers” mean the parties that submit an Order to the Merchant via the Platform and “Customer” means any one of such parties.

(d) “Personally Identifiable Information” or “PII” means any data or piece of information which can be used to uniquely identify, contact, or locate a single person, or can be used with other sources or information to uniquely identify a single person.

 

(e) “Data” means data collected by or through the Platform, including, without limitation the PII of Customers.

 

(f) “Effective Date” means the date the Merchant (via the Merchant’s authorized signatory) executes this Agreement.

 

(g) “Merchant Content” means any documents, images, and content submitted by the Merchant to Lucky To Go, to advertise the products and services of the Merchant, including, without limitation, the Menu of the Merchant.

 

(h) “Merchant Marks” means any and all trademarks, trade names, service marks, logos, and other distinctive brand features of the Merchant that are provided to Lucky To Go for use in the Merchant Panel.

 

(i) “Term” has the meaning specified in Section 4 of this Agreement.

(j) “User” means an officer, director, employee, agent, or representative of the Merchant who accesses and uses the Platform on behalf of the Merchant.

(k) “Additional Products and Services” means products and services, other than access to the Platform, that the Merchant or a User may order from Lucky To Go (or other parties using the Platform) with such products and services including, without limitation, 3rd party delivery service integration (which includes, but is not limited to, website development services, marketing services, paper products and documents, data connectivity, and wireless printing).

 

(l) “Adverse Impact” means any negative comments or experiences reported by Customers that are associated with the handling and/or consumption of any of the Merchant’s items in an Order.

 

(m) “Merchant-Panel” means the profile for the Merchant set up by Lucky To Go on the Platform for viewing Orders by Customers including, but not limited to, Merchant Marks/Content, customer & driver details, financial statements.

 

(n) “Intellectual Property” has the meaning specified in Section 5 of this Agreement.

(o) “Menu” means the Merchant’s food and drink menu as submitted to Lucky To Go, and as updated by the Merchant or a User from time to time.

(p) “Order” means a meal order or item ordered by a Customer (through the Platform) from the Merchant or the Merchant’s Menu.

In consideration for the services and provisions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Merchant and Lucky To Go (collectively hereinafter referred to as the “Parties” and either one of them as a “Party”) hereby agree as follows:

1. LICENSES AND RESTRICTIONS ON USE

1.1 Limited license grants to the Merchant Platform and the Merchant Marks.

(a) Subject to the terms and conditions of this Agreement, the Merchant hereby expressly grants to Lucky To Go during the term of this Agreement:

(i) non-exclusive, worldwide, fully paid-up, royalty-free right, license, and authority to use, copy, encode, store, archive, distribute, transmit, modify, translate, render into audible and/or visual format, publicly-display, and publicly-utilize the Merchant Content, in whole or in part, through the Platform and in connection with any Additional Products and Services Lucky To Go performs for the Merchant, to the extent reasonably necessary for Lucky To Go to perform or provide such services.  Lucky To Go’s license to the Merchant Content shall include the right and authority to modify the Merchant Content for the limited purpose of modifying the Merchant Content to fit (or be optimized in) the format of the Platform and in connection with Lucky To Go’s provision of services to the Merchant; and

(ii) a non-exclusive, worldwide, fully paid-up, royalty-free right and license to use, copy, encode, store, archive, distribute, transmit, render into audible and/or visual format, publicly-display, and publicly-utilize the Merchant Marks in any and all media now known or hereafter devised:

(A) in connection with the presentation, marketing, advertising, and/or promotion of the Merchant or the Merchant Platform;

(B) in connection with Lucky To Go’s performance of any Additional Products and Services and other services requested by the Merchant or a User pursuant to the Additional Terms; and

(C) with the prior consent of the Merchant, in connection with the marketing, advertising, and promotion of Lucky To Go and the Platform; PROVIDED ALWAYS that Lucky To Go shall be entitled to list the Merchant as a client of Lucky To Go and as a user of the Platform without having to obtain the Merchant’s consent for such use of the Merchant’s name or the Merchant’s Marks; PROVIDED FURTHER that any and all goodwill generated by Lucky To Go’s use of the Merchant Marks as set forth herein shall ensure to the benefit of the Merchant.

(iii) Lucky To Go shall have the right to grant and authorize sublicenses for the rights and licenses set forth in 1.1(a)(i) and 1.1(a)(ii) to any subcontractors or representatives performing services on Lucky To Go’s behalf and in connection with any derivative site or distribution arrangement involving the Platform, including, without limitation, current or future co-branded versions of the Platform and/or Lucky To Go code embeddable on third-party sites; PROVIDED that any and all sublicensees created pursuant to this Section will be subject to the same restrictions and conditions that apply to Lucky To Go with respect to the use of the Merchant Content and the Merchant Marks.

1.2 Restrictions on Use:  The Merchant will not (and will not permit any User or other third party to) make any use or disclosure of the Platform, the Branded Apps or the Data that is not expressly permitted under this Agreement. Without limiting the foregoing, the Merchant will not (and will not permit any User or other third party to):

(a) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform, any of the Intellectual Property of Lucky To Go, or the Branded Apps;

(b) modify, adapt, translate, or reproduce the Platform or the Branded Apps;

(c) resell, distribute, or sublicense the Platform or the Branded Apps;

(d) make the Platform or the Branded Apps available on a “service bureau” basis, or otherwise allow any third party to use or access the Platform or the Branded Apps without such party becoming a party to this Agreement;

(e) remove or modify any marking or legends placed on the Platform or the Branded Apps or make any alteration of code or any alteration to the Platform whatsoever;

(f) use the Platform, the Branded Apps or the Data in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; or 

(g) introduce or allow to be introduced any code into the Platform or the Branded Apps including, but not limited to, viruses, worms, “back doors,” Trojan Horses, or similar harmful code.

REGISTRATION AND MAINTENANCE OF ACCOUNT

2.1 Registration:  During the registration process, Lucky To Go requires the Merchant to create an account, which shall include a unique sign-in name (hereinafter referred to as the “Sign-In Name”), password (hereinafter referred to as the “Password”), and may include certain additional information that will assist in authenticating the Merchant and Users when logging into the Platform in the future (hereinafter collectively referred to as “Unique Identifiers”).  When creating the account, the Merchant must provide true, accurate, current, and complete information.  The Merchant is solely responsible for maintaining the confidentiality and access of the Merchant’s Sign-In Name, Password, and Unique Identifiers, as well as for any communications entered through the Platform using one or more of them.  The Merchant will promptly inform Lucky To Go of any need to deactivate a Password or Sign-In Name or to change any Unique Identifier.  Lucky To Go will not be liable for any loss or damage caused by any unauthorized use of the Merchant’s account resulting from a party gaining access or use of the Merchant’s Sign-In Name, Password, and Unique Identifiers.

2.2 Maintenance of Account:  From time to time after registration and As Lucky To Go’s business evolves, additional information, authorizations, and permissions may be required from the Merchant in order to provide or enhance the Merchant’s access to (and use of) the Platform and to perform Lucky To Go’s obligations under this Agreement.  When requested by Lucky To Go, the Merchant shall promptly provide any and all such additional information, authorizations, and permissions in accordance with Lucky To Go’s request.  The Merchant shall provide true, accurate, current, and complete information when information is requested.  Failure to provide the same may result in the loss of some features of the Platform or in immediate termination of the Merchant’s account.

FEES AND PAYMENT
3.1 Deductions on Fees:  Based on good faith, reasonable grounds, and feedback from the Customer, the Merchant earnings from an Order may be deducted or adjusted for any missing or unsatisfactory items in an Order or if the Merchant fails to fulfil the Order for any reason after accepting the Order through the Platform.
3.2 Lucky To Go reserves the right to determine, within reason, appropriate compensation for errors made by the Merchant in the fulfilment of Orders.  The Merchant agrees that the costs associated with rectifying such errors are the sole responsibility of the Merchant.  If an Order is missed or is unfulfilled as determined by Lucky To Go in its sole discretion there will be a 100% discount on any damaged or missing items reported by Customer.

3.3 Lucky To Go acknowledges that errors in delivery may result from errors originating within the Platform and Lucky To Go will be responsible for all costs associated with correcting errors in delivery.  Lucky To Go acknowledges that the costs associated with rectifying errors made by Lucky To Go are the sole responsibility of Lucky To Go.
3.4 Payments to Merchant:  Lucky To Go uses Stripe, Inc. (hereinafter referred to as “Stripe”) to collect and make payments in connection with Orders and Lucky To Go may add more platforms for the collection of payments in future.  The Merchant expressly authorizes Lucky To Go to utilize whichever payment provider service Lucky To Go deems reasonable from time to time, in Lucky To Go’s sole and unfettered discretion.
3.5 Merchant Responsibility:  It is the sole responsibility of the Merchant to ensure that the Merchant has received full payment for each.  If the Merchant has not received payment into their account, they should immediately bring this to the attention of Lucky To Go so that any issues related to code or payment processing can be promptly addressed.
3.6 Commissions:  The amount paid by Lucky To Go to the Merchant for an item on their Menu (hereinafter referred to as the ‘Lucky To Go Price’) and the amount charged by Lucky To Go to The Customer is set based on the Merchant’s menu price (hereinafter referred to as the Retail Price’) as per the following:

(a) The Merchant agrees to give Lucky To Go a 8% commission for 3 Months & 13% MAX after Pandemic (which is inclusive of 3% transaction fees) on the Merchant’s Menu price as listed on the Platform; and

(b) The Merchant agrees that the Retail Price will be similar to other platforms (hereinafter referred to as the ‘Customer Price’) by Lucky To Go.
3.7 Taxes on Orders:  In connection with all Orders, the Merchant shall:
(a) ensure that the tax rates set forth on the Merchant’s Platform are up-to-date and correct;
(b) update and change such tax rates on the Merchant’s Platform if the tax rates change; and
(c) pay all applicable sales, use, and other taxes related to all Orders and the processing of such Orders for Customers (excluding any and all taxes imposed or based on Lucky To Go’s income).

4. TERM, TERMINATION, AND SUSPENSION

4.1 Term:  This Agreement shall commence on the Effective Date and continue until terminated by either Party in accordance with Section 4.2 below (hereinafter referred to as the “Term”).

4.2 Termination and Suspension:  Either Party may terminate this Agreement:

(a) for a material breach by the other Party where such breach is not cured within five (5) days of the breaching Party receiving written notice of such breach;

(b) any time, for any or no reason, upon thirty (30) days prior written notice to the other Party (without penalty or liability); or

(c) Lucky To Go shall review monthly Customer ratings, feedback for Merchants on the Platform and if ratings and feedback are not reasonable then Lucky To Go reserves the right to terminate this Agreement immediately. 

PROVIDED ALWAYS that Lucky To Go may suspend any and all access to the Platform or remove some or all Merchant Content in Lucky To Go’s sole discretion if Lucky To Go reasonably believes that the Merchant, the Merchant’s patrons, or any third party related to the Merchant are engaged in:

(a) any activity that may harm Lucky To Go, the Platform, the Data, Lucky To Go’s systems, or any related third-party systems; or 

(b) fraudulent or illegal activity or any other activity that could result in legal or financial liability to Lucky To Go or any related third party. Any such suspension may continue until the activity causing the suspension has been cured and Lucky To Go has received satisfactory assurances that it will not recur, or

(c) if the merchant deals with any products containing tobacco on LTG platform.

4.3 Effect of Termination:  Upon termination of this Agreement:

(a) The Merchant shall be paid any amounts then due and payable pursuant to Section 3;

(b) Lucky To Go shall charge the Merchant for any outstanding Fees and Taxes pursuant to Section 3 and any other amounts then due and payable under this Agreement, and

(c) All rights and licenses granted hereunder (including any sublicences) will immediately cease, and Merchant will immediately cease all access to (and use of) the Platform.

5. OWNERSHIP
5.1 Intellectual Property: Lucky To Go owns and shall continue to own all right, title, and interest in and
to the Platform, the Data and the Branded Apps (whether such ownership is registered or not) including
any and all source code, object code, operating instructions, and interfaces developed for or relating to
Lucky To Go, the Platform and/or the Branded Apps, together with all modi

cations, enhancements,
revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, and
including all copyrights and other intellectual property rights relating thereto (hereinafter referred to as
the “Intellectual Property”). The Merchant will have and obtain no rights whatsoever with respect to the
Intellectual Property other than those temporary, limited and revocable rights and authorizations
expressly granted hereunder.

5.2 Merchant Intellectual Property: The Merchant owns and shall continue to own all right, title, and
interest in and to the Merchant Content and the Merchant Marks, including all copyrights and other
intellectual property rights relating thereto (hereinafter referred to as the “Merchant Intellectual
Property”). Lucky To Go will have and obtain no rights with respect to the Merchant Intellectual
Property other than those temporary, limited and revocable rights and authorizations expressly granted
hereunder. In addition, Merchant shall own all Data; provided, however, that Merchant hereby
irrevocably grants Lucky To Go a perpetual, royalty-free, non-exclusive, sub-licensable, assignable
license to reproduce and use such Data to perform its obligations hereunder and for any purpose set
forth in Lucky To Go’s privacy policy.
5.3 Usage of license, or commercialize the Data in any respect, in whole or in part
during the Term of this Agreement; PROVIDED that the Merchant may use the Data in connection with
the Merchant’s performance of its obligations hereunder and to market and promote the Merchant’s
goods and services, subject to all relevant laws (including, but not limited to privacy laws) and Lucky To
Go’s privacy policies.

6. REPRESENTATIONS, WARRANTIES AND DISCLAIMER
6.1 Mutual Representations and Warranties:  With the knowledge that the other party is relying upon such representations and warranties to enter into this Agreement, Each Party hereby represents and warrants as follows:
(a) it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses provided herein;
(b) it shall comply with all applicable federal, provincial, and municipal laws, rules, and regulations in the conduct of its business and in the performance of its obligations under this Agreement, including, without limitation, laws relating to advertising, the internet, privacy, promotions, and unfair business practices; and
(c) the execution and delivery of this Agreement by it and the performance of its obligations hereunder are not in violation or breach of, and will not conflict with or constitute a default under, any other contract, agreement, or commitment binding upon it, including, with respect to the Merchant, any franchise agreement.
6.2 Additional Representations and Warranties of the Merchant:  In addition to the representations and warranties set forth in Section 6.1, the Merchant represents and warrants that:
(a) the Merchant Content and the Merchant Marks and Lucky To Go’s exercise of any license granted hereunder, do not and will not, infringe the rights of any third party, including, without limitation, any intellectual property rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, moral rights, rights of attribution, or any other rights of third parties not specifically identified in this Agreement;
(b) The Merchant has acquired all third-party clearances, permissions, and licenses which are necessary in connection with Lucky To Go’s use of the Merchant Content and the Merchant Marks and/or Lucky To Go’s exercise of any license granted hereunder, and Lucky To Go shall not be obligated to pay any fees or obtain any third-party licenses in connection therewith; and
(c) the Merchant shall have and accept the following responsibilities in the ongoing support of this Agreement –
(i) all food must be packaged in a presentable manner, with no grease stains on the boxes and clear labels on all the items;
(ii) all containers, boxes, trays, and/or vessels used to transport the food can use a Restaurant’s logo or colours, but must also include a Lucky To Go label.
(iii) the Menu shall contain information about the category of food (such as Vegan, Vegetarian, Non-veg, Gluten-free, etc.);
(iv) the Merchant may need to provide ingredients details on phone to Customer if requested (i.e. for allergy or intolerance confirmation purposes);
(v) confirm the ability to fulfill Orders following receipt;
(vi) to notify Lucky To Go immediately if issues arise that will affect or delay the Order fulfillment so as to revert the payment to Customer.
(vii) to notify on the Menu, disable from the Menu or remove from the Menu any item which is out of stock.
(viii) to fulfill and have complete orders ready within 5 minutes of pickup time indicated in Merchant Panel.
(ix) to use commercially reasonable efforts to engage in environmentally friendly practices, including packaging all Orders using compostable or high-grade recyclable materials.
(x) to provide food Orders on account that will be paid on a bi-monthly basis (meaning twice per month).
(xi) to inform Lucky To Go in writing at support@luckytogocanada.com of any concerns or discrepancies in connection with an Order summary no less than 7 days from the statement date of such Order summary.
(xii) satisfy all local governing health regulations for food preparation.
(xiii) Provide prompt confirmation to acknowledge receipt of Order and confirmation of ability to fulfillment.
(xiv) promptly select a different time slot for delivery if Order fulfillment may get delayed.
(xvi) to call LTG for statement queries only between 11 am to 4 pm
(xvii) to provide Napkins & Utensils for every meal Order, unless otherwise requested.
6.3 Covenants of the Merchant:. The Merchant covenants and agrees as follows:
(a) as far as is reasonably possible, the prices the Merchant charges Customers through the Platform shall be the same prices (or lower) that it charges Customers not using the Platform.
(b) the Merchant shall periodically review and update (as necessary) the prices on the Platform to ensure that the Merchant is in compliance with the representation set forth in Section 6.2.
(c) the Merchant shall properly process (in a timely manner) any and all Orders and make them available to Customers, and the timeliness, quality, and other characteristics of the Orders shall be as favorable as those extended to its other customers not using the Platform;
(d) if the Merchant has signed up for On-Demand Custom order Delivery, it shall not offer tobacco-based products on the Platform, and if the Merchant attempts to do so, Lucky To Go may, in its sole and unfettered discretion, terminate the Merchant’s participation on the On-Demand CUSTOM Delivery program or terminate this Agreement and the Merchant’s access to the Platform.
6.3 Disclaimer:  The Merchant acknowledges and agrees as follows:
(a) LUCKY TO GO CANNOT GUARANTEE THAT THE PLATFORM OR THE BRANDED APPS WILL BE AVAILABLE AT ALL TIMES, OR THAT EVERY ERROR IN THE PLATFORM OR PROBLEM RAISED BY YOU WILL BE RESOLVED, THE PLATFORM, THE BRANDED APPS, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY Lucky To Go HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Lucky To Go MAKES NO GUARANTEE REGARDING THE LEVEL OF REVENUE YOU MAY EARN THROUGH THE PLATFORM., NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO THE PLATFORM, THE BRANDED APPS, THE DATA, THE MERCHANT CONTENT, THE MERCHANT MARKS, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
(b) LUCKY TO GO HAS MADE EVERY EFFORT TO DISPLAY THE ADDITIONAL PRODUCTS AND SERVICES AS ACCURATELY AS POSSIBLE ON THE PLATFORM. HOWEVER, THE FINAL PRODUCTS AND/OR SERVICES DELIVERED IN CONNECTION WITH ANY TRANSACTION MAY VARY FROM THE IMAGES VIEWED ON THE PLATFORM DUE TO A NUMBER OF FACTORS THAT ARE NOT WITHIN OUR CONTROL. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS ISSUES, AND THE AVAILABILITY OF PRODUCTS AND SERVICES. ALTHOUGH Lucky To Go WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO HELP ENSURE THAT THE ADDITIONAL PRODUCTS AND SERVICES CONFORM TO YOUR EXPECTATIONS, VARIATIONS SOMETIMES OCCUR. ALL ADDITIONAL PRODUCTS AND SERVICES, SPECIFICATIONS, AND OFFERINGS ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PLATFORM MAY CONTAIN INFORMATION ON ADDITIONAL PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO AN ADDITIONAL PRODUCT OR SERVICE ON THE PLATFORM DOES NOT IMPLY THAT SUCH ADDITIONAL PRODUCT AND SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE PLATFORM.
7. LIMITATION OF LIABILITY
7.1 EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY (OR ANY OTHER PARTY) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS OR LOSS OF OPPORTUNITY) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
Notwithstanding the foregoing, the Exclusions and limitations of liability set forth in this section shall not apply to:
(a) damages arising from a Party’s gross negligence or willful misconduct.
(b) a Party’s indemnification obligations.
PROVIDED ALWAYS that Lucky To Go’s aggregate liability for damages related to any Order or order for Additional Products and Services shall not, in any event, exceed the sum of money actually paid to (and received by) Lucky To Go for the applicable Order.
8. INDEMNIFICATION
8.1 Mutual Indemnification:  Each Party shall indemnify, have a duty to defend, and hold harmless the other Party, and the other Party’s officers, directors, employees, representatives, and agents (collectively hereinafter referred to as the “Indemnified Parties”) from and against any and all losses, liabilities, damages, fines, levies and other costs and expenses, including reasonable legal fees and disbursements and any and all costs of investigation, litigation, settlement, judgment, interest, and penalties (collectively hereinafter referred to as “Losses”) incurred by such Indemnified Parties in connection with any third-party claim, action, or proceeding either threatened or initiated to the extent arising from, relating to, or alleging that the Party has breached any of its representations and warranties hereunder. 
8.2 Additional Indemnifications by the Merchant: In addition, the Merchant shall indemnify, have a duty to defend, and hold harmless Lucky To Go (and Lucky To Go’s officers, directors, employees, representatives, and agents) from and against any and all Losses incurred by Lucky To Go (or Lucky To Go’s officers, directors, employees, representatives, and agents) in connection with any third-party claim, action, or proceeding either threatened or initiated to the extent arising from or relating to:
(a) the Merchant’s breach or alleged breach of the terms, conditions, representations, warranties or covenants of the Merchant contained in this Agreement.
(b) an Adverse Event; or 

9. PUBLICITY
During the Term, Lucky To Go shall have the right, but not the obligation, to publicly announce in any and all media, including on the Platform and through social media, that you are a client of Lucky To Go and a user of the Platform. In addition, upon the reasonable request of Lucky To Go, the Parties shall jointly issue at least one (1) press release (or more, if mutually agreed by the Parties) announcing their relationship. The specific timing and content of each such press release shall be mutually determined by the Parties. In conjunction with the initial press release, you, if requested by Lucky To Go, shall make one (1) or more representatives available for a strategic press interview.


10. GENERAL TERMS
10.1 Governing Law and Attornment:  This Agreement is governed by and will be interpreted in accordance with the laws in force in the Province of British Columbia, Canada, and the parties hereto hereby attorn to the Courts of the relevant jurisdiction in the City of Victoria, in the Province of Canada. 

10.2 Amendment:  Any modification or amendment to this Agreement must be in a writing signed by both parties or in a writing acknowledged and accepted by both Parties (e.g., an e-mail or a click-through modification); PROVIDED ALWAYS that Lucky To Go may modify this Agreement at any time by posting such modification on the Merchant’s individual account and any such modification shall go into effect thirty (30) days after it is so posted.  It is Merchant’s responsibility to check for such modifications on a regular basis.

10.3 Headings:  The headings appearing in this Agreement are inserted for convenience of reference only and will not affect the interpretation of this Agreement.

10.4 Successors and Assigns:  This Agreement will ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns and their respective present and future affiliated and subsidiary companies and licensees.

10.5 Counterparts:  This Agreement may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each party has signed one such counterpart.

10.6 Severability:  Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such provision shall be ineffective to the extent of such prohibition without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.7 No Waiver:  The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder and shall not preclude, bar, or estop the non-breaching Party from the right to enforce any other (or any other occurrence of a breach of any) term or condition of this Agreement.

10.8 Gender and Plural:  In this Agreement the singular shall be deemed and construed to include the plural (and vice-versa) and the masculine shall be deemed and construed to include the feminine and neutral genders as applicable (and vice-versa).

10.9 Notice:  Any notice, request, demand or communication required or permitted to be given under this Agreement shall be in writing and delivered by hand, facsimile transmission, email (with delivery and read receipt activated) or prepaid registered mail (return receipt requested) to the party to which it is to be given as follows:

To “Lucky To Go”: ___100-703 Broughton Street, Victoria
__________________ British Columbia, Canada. V8W 1E2__________
__________________support@luckytogocanada.com_____________

To the Merchant: Name Referred in email

10.10 Further Assurances:  Each of the parties shall execute and deliver such further documents and do such further acts and things as may be reasonably required from time to time, either before, on or after the Closing Date, to carry out the full intent and meaning of this Agreement.
10.11 No Partnership:  No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party has any authority of any kind to bind the other Party in any respect whatsoever.
10.12 No Authority:  The Merchant and its employees, representatives and agents will have no authority to represent Lucky To Go or its affiliates without Lucky To Go’s permission or bind Lucky To Go or its affiliates in any way, and the Merchant agrees that neither the Merchant nor its employees will hold themselves out as having authority to act for Lucky To Go or its affiliates.

THE MERCHANT HEREBY ACKNOWLEDGES THAT THE MERCHANT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

All details are available on VOID cheque (see example below).

Send a copy of VOID cheque to operations@ltgtechnologies.com

Kindly provide following bank details for transfer of earnings ---