RobotShop Conditions of Use and Sale

 

Last updated: July 15, 2020

RobotShop Inc. (“RobotShop” or “we”) operates the www.robotshop.com website (the “Site”), where buyers (“Customers”) can purchase robotics products (“Products”) sold by RobotShop and third-party vendors (RobotShop and such vendors being collectively referred to as “Vendors” and individually as a “Vendor”, unless a reference is made to a Vendor being a third-party vendor). RobotShop provides the Site and resells the Products subject to the following terms and conditions. These Conditions of Use and Sale (the “Conditions”) form a legally binding contract between you (also sometimes referred to as “Customer”) and RobotShop in relation to your use of the Site and the purchase of Products (third-party Vendors are third-party beneficiaries of the “Purchase Agreement” and General Provisions sections of these Conditions). RobotShop reserves the right to modify at any time and without notification its Site and the Conditions. Therefore, please check these Conditions carefully each time you place an order with, or accept delivery of any Products from RobotShop. If you are not in agreement with one or many of these Conditions, please do not use the Site in any way and do not purchase Products.

All Products sold on the Site are believed to be of good quality and reliable. However, RobotShop warns against the use of Products in an application where an error or malfunctioning could result in damage to property, injury or even death of humans or animals. The primary responsibility for the use or operation of robots and robotics technology falls on the user.

Be vigilant and act prudently.

Website Use

You agree to use Site only for purposes that are permitted by these Conditions. You agree that you will not access or attempt to access the Site other than through the interface that is provided by RobotShop, unless you have specifically been authorized to do so in a separate written agreement between you and RobotShop. You specifically agree not to access or attempt to access the Site through any automated means, including through the use of web scrapers or crawlers. You agree that you will not engage in any activity that disrupts or otherwise interferes with the functioning of the Site. You agree that you will not duplicate, reproduce, copy, distribute, or resell the Site or any of its content for any purpose. You agree that you are solely responsible for any breach of your obligations under these Conditions and for the consequences of any such breach.


All information, images, descriptions, applications, demonstrations or programming samples or examples contained on the Site are presented for instructional value and are not guaranteed for any specific purpose or objective. RobotShop assumes no responsibility for any content or material displayed on the Site that is provided by third parties; furthermore, RobotShop assumes no responsibility for any infringement of copyright and/or other intellectual property rights of third parties or for any damages suffered as a result of your use of any such material. Further, all links to third-party websites from the Site are provided as resources to Customers and Robotshop does not assume responsibility for the content of any third party websites.

Purchase Agreement

By accepting delivery of any Product purchased on the Site from a Vendor, Customer agrees to be bound by the terms and conditions listed below. You and RobotShop agree that the following terms and conditions are the exclusive terms governing the sales transaction between Customer and a Vendor selling Products on the Site. Any attempt to alter, supplement, modify or amend these terms and conditions by Customer will be null and void. All purchase-sale transactions on the Site by Customer occur between a Vendor (i.e. RobotShop or a third-party Vendor) and the Customer. In the event Customer purchases Products from a third-party Vendor, such third-party Vendor will be the “seller of record”. In such a case RobotShop will only act as a platform provider and payment facilitator and will not be a party to the purchase and sale transaction occurring between the third-party Vendor and the Customer.

Risk of Loss

Risk of loss and title for items purchased on the Site pass to Customer upon receipt of the item(s) by Customer.

Cancelling an Order

You can cancel Product orders that haven't yet entered the shipping process by logging into your account, contacting RobotShop as soon as possible through the RobotShop Support Center or by phone. We will verify the status of your order and validate if it is cancellable and subject to any fees.

Vendors put a lot of effort into delivering purchased Products rapidly. If an order has already shipped when you contact RobotShop, the Product may then be returned subject to the terms in the Returns section.

Products identified as Special Products may not be cancelled if a purchase has already been processed specifically for you with the manufacturer. Restocking fees up to 20% may apply for large quantity order cancellations.

Shipping charges are non-refundable.

RobotShop reserves the right to refuse or cancel any order in cases where an account has an outstanding balance.

Returns

If you are not satisfied for whatever reason with a Product you bought on the Site, it is possible to return it for refund within 30 days from the date you received it unless otherwise indicated in the Product listing. You must first advise the Vendor associated with your order in your account to obtain a return authorization (‘’RA’’) number before returning a Product. (‘’RA’’)numbers are valid for 30 days, within which time the returned Products should be received by the Vendor. No returns will be accepted without having previously obtained an (‘’RA’’) number. The Product must then be returned in its original packaging (in perfect condition for resale) with its receipt and your (‘’RA’’)number. Reimbursement will be denied for any Products which do not conform to the above mentioned conditions.

Build-it-yourself Robots & Kits are not refundable once assembled. Robot Parts requiring assembly or soldering are also not refundable once assembled, soldered or modified in any way. All sales of robotic software and apps are final and cannot be refunded or exchanged. Returns are not accepted on special orders and clearance items except when they are found defective, in which case the Product may be repaired or replaced at the Vendor’s discretion. 20% Restocking fees may apply if you are returning a large quantity of the same Product that was ordered specifically for you from the manufacturer.

Please note that all items will be reimbursed within 7 days of receiving the Product (shipping fees excluded). You must also cover the cost of returning the Product. Shipping fees will only be refunded if the return is a result of a shipping error on our part. Cleaning fees of $50 may also be charged if a domestic robot is returned and has not been properly cleaned. 

Product Listings

Vendors deploy efforts to ensure the accuracy of Product listings, including item descriptions, pictures, compatibility references, specifications, pricing, external links and any other Product-related information included or referenced on the Site. Despite those efforts to achieve maximum accuracy, Vendors cannot guarantee that all Product listings will be entirely accurate, complete or current, and Vendors will bear no responsibility for any error.

Please see the Pricing Section for RobotShop’s policy on pricing errors.

Product Revisions

Vendors are not responsible for changes or modifications in Product specifications or physical appearance. In the interest of Customers, Vendors strive to ensure that all Product information is up-to-date and accurate. Vendors rely on the manufacturer to communicate changes or modifications about their products and Vendors have no way of alerting Customers prior to purchase in the event the manufacturer did not notify them. As a result, Vendors will not be held responsible for changes in Product specifications or other information.

Discounts

Vendors may offer volume discounts as indicated on the Site.

If you require multiple items and the total is over CAD 1,000.00, please ask for a quotation and we will determine if a discount can be provided or not. At that time, the nature of your order, any repeat business and the possibility of an ongoing partnership will all be evaluated in order to offer you the best possible price.

Warranty

Vendors ship Products in the condition they were received from the original manufacturer/distributor. Vendors do not conduct testing before shipping any Product.

Products are covered by warranty terms offered by their respective manufacturer. Physical damage to any Product purchased on the Site will effectively void the manufacturer’s warranty; physical damage includes but is not limited to improper handling and/or any other type of damage sustained by irregular use.

During the warranty period, return shipping fees for defective products are only covered by RobotShop within the first 30 days after receiving the product in Canada and the contiguous United States. After this delay, the customer is responsible for shipping defective products back to RobotShop for product exchanges or repairs. Shipping the new or repaired product back to the customer will be covered in Canada and the contiguous United States.

For international customers, shipping fees are not included. You will be required to pay all shipping costs and duties for all exchanges or repairs if needed.

*Marketplace vendor warranty may differ from RobotShop’s warranty conditions.

 

Robot Kits: It is important to note that only defective components will be replaced. We advise you to carefully read the construction instructions that come with robot kits and ensure that you understand them before commencing construction. Work carefully on a clean table and take regular breaks in order to maintain your concentration. Manufacturers provide the necessary instructions for proper construction of their robot kits and can not be held responsible for errors or mistakes made by Customers while building the Product.

Disclaimer

PRODUCTS SOLD BY ROBOTSHOP AND CERTAIN NON-MANUFACTURER VENDORS ARE NOT MANUFACTURED BY THEM. IN SUCH CASE, THE MANUFACTURERS’ WARRANTIES ARE PROVIDED BY THIRD-PARTY COMPANIES AND HAVE THEIR OWN SET OF TERMS AND CONDITIONS. UNLESS IN CONNECTION WITH PRODUCTS IT MANUFACTURES, ROBOTSHOP WILL NOT BE RESPONSIBLE FOR ANY TERM, GUARANTEE, REPRESENTATION, OR WARRANTY GIVEN BY A THIRD-PARTY MANUFACTURER. NON-MANUFACTURER VENDORS ASSIGN AND PASS THROUGH TO THE CUSTOMER ANY MANUFACTURER WARRANTY AND CUSTOMER ACKNOWLEDGES THAT IT SHALL HAVE RECOURSE ONLY UNDER SUCH WARRANTIES AND ONLY AS AGAINST THE MANUFACTURER OF THE PRODUCTS. ROBOTSHOP (EXCEPT IN CONNECTION WITH PRODUCTS IT MANUFACTURES) AND NON-MANUFACTURER VENDORS MAKE NO REPRESENTATION OR WARRANTY WITH RESPECT TO PRODUCTS EXCEPT THOSE STATED IN THESE CONDITIONS.

EXCEPT FOR THE WARRANTIES SPECIFICALLY GRANTED IN THEIR MANUFACTURER CAPACITY (AS THE CASE MAY BE) AND THOSE WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, AND TERMS THAT MAY NOT BE LEGALLY EXCLUDED, ROBOTSHOP AND OTHER VENDORS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, AND TERMS, AS TO ANY SUCH PRODUCT, WHETHER EXPRESS OR IMPLIED BY STATUTE, LAW, TRADE USAGE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR OTHERWISE, TO THE FULLEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE, RESTRICT, OR MODIFY ANY NON-EXCLUDABLE RIGHT OR REMEDY YOU HAVE UNDER ANY LAW. ANY DISCLAIMER, EXCLUSION, OR LIMITATION AS PROVIDED FOR IN THESE TERMS APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO ANY NON-EXCLUDABLE RIGHT OR REMEDY.

Limitation of Liability

IN ALL CIRCUMSTANCES ROBOTSHOP’S AND THE VENDORS’ MAXIMUM LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS SOLD. ROBOTSHOP AND THE VENDORS SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE UPON A CLAIM OR ACTION IN CONTRACT, TORT, INDEMNITY OR CONTRIBUTION, OR OTHER CLAIMS RELATING TO THE PRODUCTS THEY SELL WHICH EXCEEDS THIS LIABILITY LIMIT. ROBOTSHOP AND THE VENDORS SHALL NOT BE LIABLE FOR THIRD PARTY CLAIMS FOR DAMAGES AGAINST THE CUSTOMER, OR FOR MALFUNCTION, DELAYS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS, SPECIAL DAMAGES OR EXEMPLARY DAMAGES, WHETHER OR NOT ROBOTSHOP AND THE VENDORS HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH CLAIMS OR DAMAGES.

Technical Support

RobotShop hosts the RobotShop Community, which is a series of community-led forums located at https://www.robotshop.com/community/ where Customers may obtain technical support and access content provided by Product manufacturers, third-party Vendors and Product end-users. Access to and use of the RobotShop Community is not governed by the Conditions, but rather by terms and conditions accessible at https://www.robotshop.com/community/about/terms-and-conditions.

RobotShop posts the information Product manufacturers or third-party Vendors provide to us. You might want to contact the manufacturer directly for accurate answers to your technical questions or for additional information or specifications that are not posted on the Site.

Pricing

All prices indicated are in Canadian currency (CAD).

The prices indicated do not include taxes or shipping and handling fees (if applicable).

Our prices may vary or change, without notice, in response to price changes from our suppliers or manufacturers. Our prices might contain typographical errors. If an error should occur, we reserve the right either to honour that price, or suspend the order and inform the Customer of the reason for such an error and correct the situation by asking the Customer whether the order should stand at the revised price or be cancelled.

Price Match

Subject to the following terms, RobotShop will match the price advertised on another website for a Product :

    • This price match warranty only applies to Products sold by RobotShop (but not those sold by third-party Vendors)
    • The Product submitted for a price match must be in stock at the competitor’s website at the time the request is submitted.
    • The Product submitted for a price match must be the exact same brand, vendor part number, model number, and colour as the competitor’s item.
    • The Product submitted for a price match must be in the same currency and come from the same country as the competitor’s item.
    • RobotShop has the right to reject or refuse any price match request or orders submitted upon checkout. While we make every attempt to match a competitor's price when a price match is requested, in some cases we cannot match competitor's prices. In the event we cannot match a competitor's price to a price match request, we may contact you with our lowest price.
    • Please allow 24 hours for the price match approval or rejection. A customer service representative will contact you for any price match rejections.
    • In the event we refuse your price match request, you will be able to choose to order the Product at regular price or our best price. If we do not receive an answer from you within 5 working days, we will assume that you do not want the item at the regular price, and we will ship the rest of your order (if applicable).
    • In the event that other Products are ordered at the same time as a Product subject to a price match request, the entire order will be shipped at the same time unless a partial shipment is requested upon checkout.
    • Once the requested price match has been accepted, it is no longer possible to edit an order. Please contact us to make any changes to your order and we will attempt to modify the order as needed before it ships.
    • Price match does not apply to advertising errors, misprints, institutional pricing, bid pricing, after-rebate pricing, coupons, bonus offers, limited quantity offers, refurbished Products, open-box pricing, clearance specials, close-out sales, bankruptcy sales, bonus offers, Product bundles or special financing offers.
    • We reserve the right to limit quantities per Customer.
    • Price match cannot be used in conjunction with other RobotShop promotions (coupons, free gifts, special offers, etc.).
    • Shipping as well as warranties cannot be price matched and are considered value added services.

Payment Methods

An order is not binding upon RobotShop until it is accepted; RobotShop must receive payment before it will accept an order, unless otherwise agreed by RobotShop in writing. Except otherwise provided, payment for Product(s) ordered is due prior to shipment.

Credit card: In order to pay by credit card, you will be required to enter your credit card number with the date of expiry once you reach Checkout. We accept Visa and MasterCard. If you would like more information concerning our secure payment method, please read the Security & Privacy section. If you are not comfortable making a payment online, you can reach us by phone (at 1-866-627-3178) or by fax (at 450-420-1447) and use your credit card that way.

We do perform screening checks for all credit card transactions. Please make sure your address and phone number match those associated with your credit card account in order to avoid any delays. The majority of orders paid by credit cards are processed and confirmed on the same day. If we have questions or need a confirmation, we will contact you.

Certified check or money order: It is also possible to pay for your order with a certified check issued by your Canadian or U.S. bank, or via money order (either domestic money order issued by Canada Post or international money order issued by the United States Postal Service). You can choose this payment method at checkout. The Products ordered will be reserved for a period of 7 days, while we wait for the arrival of your certified check or money order. Your order will ship one week following receipt of your certified check or money order. This payment method is only available for shipping addresses in Canada and in the U.S.A.

Paypal: It is also possible to pay via PayPal. You can choose this method during checkout. Please note that payments made through Paypal are processed immediately, even if, for some reason, we are not in position to ship immediately (because the item is out of stock, for example). If you would like to be charged only when we ship your order, we suggest paying via credit card instead of PayPal.

Wire Transfer: It is also possible to pay by bank transfer. You can choose this method directly during checkout. The Products ordered will be reserved for you for a period of 7 days, while we wait for your payment. Transaction fees (CAD 20) are applicable with this payment method for all orders under  CAD 500.

Purchase Orders: Purchase orders are only accepted for American Schools and governments. All purchase orders need to be on the school’s or government agency’s letterhead and signed by the purchasing department with an official purchase number on it. You may send it by fax at 450-420-1447 or via our support center. Terms: Net 30 days. We reserve the right to refuse or cancel any purchase order in the event an account has an outstanding balance.

Security

Security is RobotShop’s priority. All payments made on our site by credit card are processed via proven tokenization techniques by CyberSource. CyberSource uses payment tokenization eliminating payment data and ensuring that your sensitive personal information isn't compromised during a security breach.

All information sent to your bank, such as your credit card number, are encrypted according to industry standards. To ensure client confidentiality, CyberSource will never sell, rent or divulge any of the personal information taken from the transactions to any entity other than RobotShop and your bank, in the case of any disagreement concerning your transactions.

Shipping

If you want to know the shipping cost to your location, add the Products you want to order to your cart. You will be able to immediately calculate your shipping rates directly in your cart with the option Estimate Shipping and Tax. This is fast and easy. 

We usually handle all orders the same day, if received before 3 PM. If the item is not in stock, you will be informed before ordering.

Shipping in Canada: Standard delivery (i.e., Canada Post Expedited parcel) in Canada is free for orders of $100 or more (before taxes) except for remote locations (Nunavut, Northwest Territories, Yukon, and Newfoundland and Labrador). Standard shipping rates will apply for remote locations. You will be able to choose between several shipping services offered by two different carriers (Canada Post and UPS). Note that UPS does not deliver to PO boxes.

Shipping outside of Canada: Please note that free shipping is only available for deliveries in Canada and the United States (except remote locations). You will be able to choose between several shipping services for deliveries outside Canada (depending on your location): small parcel air, parcel (ground or air), Xpresspost and also several shipping options via UPS. Sorry, we do not ship to APO addresses or to the following countries: Cuba, Iran, Iraq, Lybia, North Korea, Sudan, Syria.

For orders outside of Canada, you may have duties, taxes and/or custom fees charged upon delivery. These fees vary from country to country. You are responsible for paying these fees. If you refuse to pay them upon delivery, your package will be returned to us. Upon receipt, we will refund your product (minus shipping fees for both ways).

For more information, we strongly advise you to check with the Customs department in your country about its import policies.

A tracking number will follow by email soon after you have placed your order for most services (except Small Packets Air). All dispatches are guaranteed (Small packets air only CAD 100). RobotShop tries to respect the delivery date shown; however, we are not responsible for delays caused by third parties that are not within our control (carriers, customs, etc.).

During the warranty period, the International shipping fees are not included, You will be required to pay all shipping costs  and duties for all exchanges or repairs, if needed.

Shipping from Third Party Vendors: All Products ordered from third-party Vendors will be shipped within 72 hours of Order confirmation except for Products with longer handling times as it may occur with special orders. Special handling time is indicated in the Product listing on the Site. Free shipping is only available for products shipped by RobotShop. Marketplace vendors offer different shipping options.

Taxes

The rate depends on the province or territory. The current rates are:

  • 5% (GST) in Alberta, British Columbia, Manitoba, Northwest Territories, Nunavut, Quebec, Saskatchewan, and Yukon
  • 13% (HST) in Ontario
  • 15% (HST) in New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island
  • 7% (PST) in British Colombia and Manitoba
  • 6% (PST) in Saskatchewan
  • 9.975% (QST) in Quebec 

All robot books are exempt from provincial taxes in Quebec.

Some taxes might be applied for orders shipped outside of Canada. You may also have duties, taxes and/or custom fees charged upon delivery. These fees vary from country to country. You are responsible for paying these fees. If you refuse to pay them upon delivery, your package will be returned to us. Upon receipt, we will refund your order (minus shipping fees for both ways).

For more information, we strongly advise you to check with the customs department in your country about its import policies.

Privacy

RobotShop treats the privacy of its Customer seriously. RobotShop commits to process the personal information of its Customers in accordance with its Privacy Policy.

By creating an account on the Site, you consent to receive communications from us concerning products in which you could be interested as well as for direct marketing purposes, marketing studies, feedback and opportunities about products, services, promotions and events or requests. You can withdraw that consent at any time by contacting contact our Data Protection Officer via email at the following address: privacyofficer@robotshop.com.

General Provisions

Governing Law and Jurisdiction

Except for consumers located in Canada, any dispute or claim relating in any way to your use of the Site, or to any products or services sold or distributed by RobotShop or through the Site be resolved by binding arbitration, rather than in court, except that you may initiate claims in small claims court if your claims qualify.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to claims@robotshop.com. We will review your claim and in the event we disagree with it, we will refer the matter to the American Arbitration Association (AAA) for arbitration under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. RobotShop will reimburse those fees for claims totaling less than CAD 1,000 unless the arbitrator determines the claims are frivolous. Likewise, RobotShop will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. The arbitration will be conducted by telephone or based on written submissions, or in person at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

By using the Site you agree that the U.S. Federal Arbitration Act, applicable U.S. federal law, and the laws of the state of New York, United States, without regard to principles of conflict of laws, will govern these Conditions of Use and Sale and any dispute of any sort that might arise between you and RobotShop. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Conditions of Use and Sale.

For consumers located in Canada: These Conditions of Use and Sale and any dispute of any sort that might arise between you and RobotShop shall be governed by the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein, and any disputes will be submitted to the courts of competent jurisdiction of the judicial District of Montreal (Quebec). The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Conditions of Use and Sale.

For Customers located in the European Union, these Conditions of Use are subject to French law (with the exception of its conflict of law provisions), and the application of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded. If you are a consumer and your habitual residence is located in a country of the European Union, you also benefit from rights protecting you under the mandatory provisions of the law applicable in your country of residence. You agree to submit all disputes arising from the commercial relationship between you and us to the non-exclusive jurisdiction of the courts located in Paris, France, which means that for the application of these Terms of Use, you may bring an action to enforce your rights as a consumer, in France or in front of the competent jurisdiction in the European Union country in which you reside.

Severability

If any provision contained in these Conditions is or becomes invalid, illegal, or unenforceable in whole or in part, such invalidity, illegality, or unenforceability shall not affect the remaining provisions and portions hereof, and the invalid, illegal, or unenforceable provision shall be deemed modified so as to have the most similar result that is valid and enforceable under applicable Québec law.

Waiver

The failure of either party to require performance by the other party of any provision of these Conditions shall not affect in any way the first party’s right to require such performance at any time thereafter. Any waiver by either party of a breach of any provision in these Conditions shall not be taken or held by the other party to be a continuing waiver of that provision unless such waiver is made in writing.

Entire Agreement

These Conditions, together with RobotShop’s invoice regarding the Products ordered by Customer, are the complete and exclusive agreement between RobotShop and Customer, and they supersede all prior or contemporaneous proposals, understandings, representations, conditions, warranties, and all other communications between RobotShop and Customer relating to the such Products purchases, whether oral or written. These Conditions may not be modified or supplemented by any prior course of dealings or trade by custom or usage.

Customer and RobotShop agree that these Conditions have been entered into and interpreted in English. Le client et RobotShop acceptent que ces Conditions d’utilisation et de vente soient rédigées et interprétées en anglais.

RobotShop Marketplace

Vendor Agreement

The RobotShop Marketplace is a service allowing vendors of robotics products to list their products (the “ Products ”) for sale to buyers (“Customers”) on the http://www.robotshop.com website (the “ Marketplace ”) .

By checking the “I Agree” checkbox during your account setup after having read this RobotShop Marketplace Vendor Agreement (the “ Agreement ”), you, personally or on behalf of the business you represent (collectively, “ Vendor ”) are entering into a binding agreement with RobotShop inc. ( “RobotShop”) and agree to be legally bound by the terms and conditions of this Agreement.

1. Vendor qualification

1.1. Qualification. The Marketplace may only be used by parties (either physical persons or legal entities) who can legally form contracts under applicable law in their home jurisdiction. Vendor represents and warrants being legally authorized to sell the Products that it offers for sale on the Marketplace. RobotShop has sole discretion in the evaluation of Vendor’s suitability to participate in the Marketplace. RobotShop may, in its sole discretion, revise its eligibility criteria or terminate Vendor’s participation in the Marketplace, should RobotShop deem Vendor not to be eligible to participate in the Marketplace at any time.

1.2. Vendor Information and Representations. As part of the application process to be enrolled as a vendor on the Marketplace, Vendor must provide to RobotShop its personal or corporate name, phone number, physical and email addresses and the contact information of the individual responsible for managing Vendor’s account. Vendor represents and warrants that: (i) as a corporate entity and/or a business, Vendor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and of such other jurisdiction(s) in which its business is registered, as the case may be; (ii) Vendor has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations as set out in this Agreement; (iii) any information provided or made available by Vendor to RobotShop is, and will at all times be, true, accurate and complete; (iv) Vendor and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to, the lists maintained by the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (v) Vendor will comply with all applicable laws in the performance of its obligations and the exercise of its rights under this Agreement.

2. Vendor content

2.1. Property and License. Vendor retains the copyright to all content or information that can be the object of copyright and that Vendor uses to sell its Products on the Marketplace (the " Vendor Content "). RobotShop agrees that it will never claim to be the owner or the author of the Vendor Content. However, by submitting Vendor Content, Vendor grants RobotShop a royalty-free, perpetual, irrevocable, non-exclusive, transferable, worldwide right and license to publicly display the Vendor Content on the Marketplace and on third-party advertising platforms and make any reproduction, reformatting or copy that is required to publicly display the Vendor Content on the Marketplace and/or on third-party advertising platforms, including making back-up copies.

2.2. Representations and Acknowledgment : Vendor acknowledges and/or represents that:

(a) it has the right to use the Vendor Content and that the Vendor Content does not violate the copyright, trademarks, trade secrets, patents, or any other personal or intellectual property right of any third-party;

(b) it is solely and fully responsible for the accuracy of the Vendor Content and bear full responsibility for any inaccuracy in the Vendor Content and any liability that may result therefrom; and

(c) the Marketplace is not a storage service and that the Vendor Content may be deleted from RobotShop's servers. Consequently, Vendor is responsible to independently store and save any Vendor Content that Vendor wishes to preserve.

2.3. Removal of Vendor Content . Vendor may at any time request that Vendor Content be removed from the Marketplace. RobotShop may also decide to remove Vendor Content at its discretion, including if it believes that the Vendor Content infringes the intellectual property rights of any third-party or if it is libelous, defamatory, obscene, pornographic, abusive or otherwise illegal or offensive.

3. Prohibited, Questionable and Infringing Items and Activities

Vendor must not, in its use of the Marketplace:

(a) engage in fraudulent activities or to sell illegal, counterfeit or stolen items;

(b) violate the terms of this Agreement or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

(c) sell or offer for sale items that have been identified as hazardous to consumers and therefore subject to a recall;

(d) sell or offer for sale items prohibited by sanctions, embargoes, regulations or orders administered by any governments or agencies or sourced from any countries, entities, individuals targeted by such sanctions, embargoes, regulations or orders;

(e) provide any content including but not limited to text, images, videos or hyperlinks that are not directly part of a Product listing; or

(f) list any item or consummate any transaction that was initiated on the Marketplace that could cause RobotShop to violate any applicable law, statute, ordinance or regulation, or the terms of this Agreement.

4. Listing and selling of products on the marketplace

4.1. Products Sales and Fees and Billing.

(a) RobotShop charges to Vendor a service fee of 13% on the sale price, shipping and handling fees (the “ Service Fee ”) when a Product item sells on the Marketplace. The Service Fee is directly and automatically charged on the transaction.

(b) Vendor determines the country(ies) in which its Products are to be offered for sale on the Marketplace and Vendor must be able to demonstrate, to RobotShop’s satisfaction, its ability to sell and deliver its Products in such country(ies). For example, Vendor may be requested to provide verifiable addresses of warehouses from which Products sold in a certain country are delivered. RobotShop may, at its discretion, limit countries in which Vendor may sell Products on the Marketplace, which may be the result of a Marketplace-wide restriction regarding certain country(ies), of Vendor’s failure to demonstrate its capacity to effectively sell and deliver in such country(ies), or of a decision by RobotShop justified on other grounds.

(c) Vendor must provide valid bank account information with adequate currency coverage reflecting the territories where its Products are offered for sale on the Marketplace . Payments to Vendor by RobotShop following the completion of Products sales transactions as described in section 4.10 will be made by bank transfer only. RobotShop will remit the total amount collected from sales of Products sold and shipped during a 14-day period (set by RobotShop)(the “ Remittance Period ”), including shipping and handling fees and applicable taxes, less the Service Fee.

(d) If Vendor sells in only one country, remittances will be made in the selling currency of such country. If sales are made into 2 or more countries in North America, the remittances will be made in United States Dollars. If Vendor sells into 2 or more countries located in the euro area, remittances will be made in euros. In all such instances, the conversion will be made the same day, using the daily rate.

(e) RobotShop requires a minimum amount of USD 300 (or the equivalent in another currency) in sales during a Remittance Period before making a remittance to Vendor . If such minimum is not reached during a Remittance Period, the amount of sales achieved will be carried over to the next Remittance Period until the minimum is met.

(f) Vendor must also provide a valid credit card that RobotShop may use to collect any amounts due by Vendor that cannot be set-off from Product sales.

4.2. Listing Description. All listings on the Marketplace must be for sale transactions. By listing a Product on the Marketplace Vendor warrants that Vendor and all aspects of the Products comply with RobotShop’s listing policies , including:

(a) Vendor must accurately describe Vendor’s items and all terms of sale in Vendor’s Marketplace shop. Vendor’s Product listings may only include text descriptions, graphics, pictures, videos and other Vendor Content that are directly relevant to the sale of such Product. Products must be listed in an appropriate category;

(b) Vendor must provide RobotShop with error-free inventory information for all its Products offered on the Marketplace.

Vendor may fill its Product listings and descriptions using one of the supported methods (i.e. manually or by uploading a .CSV document from the vendor portal, or by using the RobotShop Marketplace API (the “ API ”).

4.3. Display of Product Listing . RobotShop will use commercially reasonable efforts to display Product information and pricing on the Marketplace. However, notwithstanding anything in this Agreement to the contrary, RobotShop reserves the right to not display any information concerning any Product which RobotShop, in its sole discretion, has determined is of a quality and nature inconsistent with RobotShop’s standards, or is otherwise deemed by RobotShop to be inappropriate or undesirable for listing on the Marketplace. Vendor understands and acknowledges that some or all of the Vendor’s information may unintentionally be omitted or incorrectly displayed on the Marketplace; under no circumstances will RobotShop be liable for any damages to Vendor arising out of any unintentional errors and/or omissions in the display of Vendor’s Product information on the Marketplace or of any Customer’s or other user’s use of the Marketplace.

4.4. Shop Policies. Vendor is urged to outline policies for its shop on the Marketplace. These policies must include information about shipping, returns and warranties. Vendor must create reasonable policies in good faith and must abide by such policies. RobotShop reserves the right to request Vendor to modify its policies when RobotShop determines that they do not comply with RobotShop’s minimum requirements.

4.5. Prices and Fee Avoidance. The price stated in each Product listing will be final and binding. Vendor may charge reasonable shipping and handling fees to cover the costs for packaging and delivering an item as well as sales taxes (if applicable), which will be added to the selling price. Vendor may not alter the item’s price or apparent price in any manner for the purpose of avoiding or minimizing the Service Fee. Vendor may not contact a Customer other than through the messaging tool within the vendor portal when discussing any aspect of an item listed for sale on the Marketplace.

4.6. Claims and Chargebacks. Vendor agrees to collaborate with, and deliver to, RobotShop all the information needed in a format and manner specified by RobotShop following the initiation of a claim or any chargeback or other dispute by a Customer concerning a Product purchase on the Marketplace. If Vendor fails to collaborate or provide information to RobotShop as set out above or if the claim, chargeback, or dispute is confirmed not to have been caused by: (i) credit card fraud for which RobotShop is responsible; or (ii) RobotShop’s failure to make the Product information available in the same manner as was entered manually or uploaded by Vendor or was received via the API, then Vendor will promptly reimburse RobotShop the full amount of the Customer purchase and all associated credit card association, bank, or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by RobotShop.

4.7. Delivery Errors, Nonconformities or Recalls. Vendor is solely responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment of its products, except to the extent caused by RobotShop’s failure to make available to Vendor order shipping information. Vendor is responsible for any non-conformity or defect in, any public or private recall of, or safety alert regarding any of its Products or other items or products provided in connection with its Products. Vendor will notify RobotShop promptly as soon as Vendor has knowledge of any public or private recalls, or safety alerts regarding its Products.

4.8. Cancellations, Returns, and Refunds. Vendor is responsible for processing all Customer order cancellations and Product returns. Vendor’s return and refund policies for Products sold through the Marketplace will be no less favorable to Customers than the most favorable policies offered on its website or on other channels for such Products and will be no less than 30 days of receipt date. Vendor has 3 days to respond to a Customer refund request and confirm reception of Products returned by Customers. If no actions have been taken by Vendor after this period, RobotShop will take action on the matter and process the refund if deemed necessary and charge it to Vendor’s account. No other forms of off-Marketplace refunds can be accepted or offered by Vendor. RobotShop will retain 3% of the Service Fee as a refund administration fee for orders which have already shipped. The complete Service Fee will be reimbursed to Vendor only on orders that were cancelled prior to shipping.

4.9. Special Products. Upon prior approval of RobotShop, Vendor will have the possibility of selling certain Products that are obtained and/or manufactured upon request or on-demand as non-cancelable/non-returnable (“ Special Products ”). When a Product is classified as Special Product, a clear indication to that effect will be made on that Product’s description on the Marketplace so that Customers are made aware of the applicable restrictions before making the transaction, that the Product may not be cancelled, returned or rescheduled without the written consent of both Vendor and RobotShop.

4.10. Order Fulfillment Policy .

(a) Orders Process. All purchase-sale transactions on the Marketplace occur between Vendor and the Customers (at the exclusion of RobotShop) and Vendor is the “seller of record”. RobotShop only acts as a platform provider and payment facilitator and is not a party to the purchase and sale transactions occurring between Vendor and Customers. Customers will place orders (the “ Orders ”) using the Marketplace checkout system and RobotShop, as “merchant of record”, will collect the proceeds from such transactions on behalf of Vendor. Vendor hereby authorizes RobotShop to accept payment from Customers for purchases of Products on behalf of Vendor so that when a Customer pays RobotShop, it will be construed as if the Customer had paid Vendor directly and RobotShop will hold such funds on behalf of Vendor subject to the terms and conditions of this Agreement. RobotShop will electronically transmit to Vendor the information that is necessary to fulfill the Orders and RobotShop will send an automated email message to each Customer confirming receipt of an Order.

(b) Order Fulfillment. Once RobotShop has transmitted an Order to Vendor, Vendor will, at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping the Products sold and updating shipping status information. All Product Orders must be shipped using a method providing a tracking number. All Orders must be shipped within 72 hours of Order confirmation except for Products with longer handling times as it may occur with Special Products. Special handling time will need to be indicated in the Product listing on the Marketplace.

4.11. Risk of Loss . Except as expressly specified otherwise in this Agreement, Vendor will bear all risks associated with, or related to, any Product purchased by a Customer through the Marketplace, including but not limited to Product defects, non-delivery, mis-delivery, theft, mistake or Customer fraud. Vendor will be responsible to ensure that all Products are shipped in compliance with all applicable laws and regulations, including but not limited to hazardous materials laws and regulations.

4.12. Parity with Vendor’s Other Sales Channels. Vendor agrees to maintain parity between the Products it offers through its other sales channels and the Products it lists on the Marketplace in regard to the following: purchase price, special offers and public promotions, customer service/support level, refunds and any other terms of sale. Terms offered by Vendor on the Marketplace must be as favorable as the most favorable terms offered by Vendor on its other sales channels.

4.13. Credit Card Fraud. RobotShop will bear the risk of credit card fraud for the original information as received on the Marketplace as at the time of the transaction. “Credit card fraud” means the fraudulent purchase of a Product arising from the theft and unauthorized use of a third party's credit card information. Vendor will bear all other risk of fraud or loss, including in the situation where the shipping address and any other information are changed after the transaction or an order is not fulfilled strictly in accordance with this Agreement or incorrectly. RobotShop may, at its discretion, withhold for investigation, refuse to process, restrict shipping destinations for, interrupt, and/or cancel any of Vendor’s transactions.

4.14. Customer Service. Vendor will be responsible for all Customer service, except for issues related to payment. In performing such Customer service, Vendor will always represent itself as a separate entity from RobotShop, and use trained and diligent Customer service agents acting in such a way as not to bring the reputation or good name of RobotShop into disrepute. Vendor will solely provide service to Customers using the vendor portal messaging tool at the exclusion of other communication methods.

5. Tax Matters

(a) Vendor will be the taxpayer and seller of record for sales of Products on the Marketplace and agrees to comply with all applicable tax laws.

(b) Vendor will be responsible to specify, through the vendor portal, which taxes RobotShop is to collect on its behalf. If Vendor does not specify in the vendor portal that RobotShop is to collect taxes on its behalf for sales of Products shipped to specific regions, then no taxes will be collected for such sales except for taxes that RobotShop is obliged by law to collect and remit.

(c) RobotShop will provide Vendor a tax report indicating which taxes were collected on its behalf.

(d) RobotShop will transfer to Vendor all taxes collected on its behalf except for taxes that must be remitted by law directly by RobotShop;

(e) Vendor will be responsible to remit taxes to the various governmental authorities, except for taxes that must, by law, be remitted directly by RobotShop;

(f) Vendor will be solely liable for any tax liabilities, including, without limitation, any penalties or interest in connection with the remittance of taxes to competent authorities. Vendor agrees that RobotShop will have no liability to Vendor or to any governmental authority for any taxes that have to be remitted by Vendor, including any penalties, interest or other surcharges in connection with Vendor’s failure to do so.

6. Export Control

6.1. Compliance . RobotShop is committed to compliance with all governments export regulations and laws and will not sell or ship to countries, organizations or individuals identified by, but not limited to, the United Nations Security Council, the Canadian government (e.g., Global Affairs Canada, Canada Borders Services Agency), the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority (the “ Governments Export Regulations and Laws ”). Furthermore, RobotShop prohibits the re-export, brokering or transshipment of the Products to any individual, organization or country prohibited by the Governments Export Regulations and Laws. The sale, resale or other disposition of any Products, and any related technology or documentation, are subject to the export control laws, regulations and be subject to the export and/or import control laws and regulations of other countries. Vendor agrees to comply with all such laws and regulations. Vendor further acknowledges that it will not directly or indirectly export any Products to any country to which such export or transmission is restricted or prohibited. Vendor acknowledges its responsibility to obtain any license to export, re-export or import as may be required.

6.2. Export Classification Disclaimer. In the event of any export or re-export of Products, then Vendor, as the exporter of record, will be responsible for determining the correct classification of any item at the time of export.

6.3. Duties. Customers that purchase products on the RobotShop websites to be shipped to the USA, Canada and Europe do not have duties to pay upon delivery. If Vendor sells into one of these regions on the RobotShop Marketplace, it must ship packages all taxes and duties paid. The customers must not be charged extra fees upon delivery. In the event that RobotShop is informed of extra charges by a customer, the Vendor account may be suspended.

7. Confidentiality & Privacy

7.1. Transactions information. During the term of this Agreement, Vendor may receive information relating to RobotShop or to the Marketplace provided, including but not limited to Customer transactions and communications (the " Confidential Information "). Vendor agree that:

(a) All Confidential Information will remain RobotShop's exclusive property;

(b) Vendor will use Confidential Information only as is reasonably necessary to fulfill its obligations in connection with the Products it offers on the Marketplace;

(c) Vendor will not otherwise disclose Confidential Information to any unauthorized third party; and

(d) Vendor will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

7.2. Customer Information. As part of a transaction, Vendor may obtain order-related information about Customers, including email and physical addresses, phone number and shipping information. Without obtaining prior permission from the Customer or RobotShop, such information must only be used for the specific transaction Vendor received it for or for RobotShop’s own communications. Vendor acknowledges that the receipt of such information does not amount to granting Vendor the authorization to use the information to send unsolicited commercial messages or to encourage transactions that do not originate from, or close on, the Marketplace . Without limiting the foregoing, without express consent from RobotShop or the Customer, Vendor is not authorized to add any of the personal information of any Customer to its email or physical mailing lists or other marketing databases .

7.3. Vendor Information. RobotShop will not sell or disclose Vendor’s information to third parties. RobotShop stores and processes Vendor Content on distributed computers worldwide that are protected by advanced physical as well as technological security.

8. RobotShop Indemnification

8.1. Indemnity . Vendor must indemnify, defend and hold harmless RobotShop, its affiliates, subsidiaries, related entities, and their officers, directors, employees, agents, successors and assigns from and against any claims demands, liabilities or losses, damages, and expenses (including reasonable attorneys' fees and costs) including but not limited to the following based upon:

(a) any product liability or similar claims arising or resulting from the use of any Product, including claims seeking damages for personal injury or property damage arising from or in relation to Products, and any claim concerning a Product's recall or otherwise defective or unsafe Product(s) (including design or manufacturing defects);

(b) any intentional misconduct or negligence by Vendor or its employees or agents in performing its obligations under this Agreement;

(c) any third-party claim that a Product, or any part thereof, infringes or misappropriate any intellectual property right of a third-party;

(d) the failure or alleged failure of Products to comply with Product specifications or with any express or implied warranties of Vendor;

(e) the violation or alleged violation of any law, statute or governmental ordinance due or related to the manufacture, possession, shipment, labeling, packaging, use or sale of any Products;

(f) any actual or alleged unfair business practices, false advertising, misrepresentation or fraud resulting from Product information provided by Vendor and disclosed by RobotShop;

(g) any breach or alleged breach of a Vendor representation or warranty or any other provision of this Agreement by Vendor;

(h) any assessment of sales or use tax (including any interest and penalties thereon) made by an applicable tax jurisdiction against RobotShop in connection with the sale of a Product pursuant to this Agreement.

8.2. Claims Handling . If a credible claim is made or threatened, for which RobotShop is entitled to indemnification from Vendor including without limitation the filing of a lawsuit against RobotShop, or the receipt of a demand or notice by RobotShop or RobotShop elects to defend any claim for which RobotShop is entitled to indemnification:

(a) RobotShop will have the right to engage counsel of its choosing that RobotShop deems, in its sole discretion, to be necessary for a competent defense of the suit;

(b) RobotShop will pay all legal fees and expenses incurred in defense of the claim or suit as they become due. Vendor must reimburse RobotShop for such fees and expenses within thirty (30) days from date of invoice or debit memo from RobotShop. After thirty (30) days, RobotShop will be entitled to deduct any unpaid invoice or debit memo amount from any amounts owed by RobotShop to Vendor. This will not apply to any judgment or settlement amount, which amounts RobotShop will be entitled to notify, invoice or debit Vendor's account at any time.

(c) In the event a claim is made or a suit is filed directly against RobotShop, and RobotShop is defending such claim or suit, then RobotShop, in its sole discretion, may settle the claim or suit. If Vendor is defending the claim or suit, Vendor may not settle the claim of suit absent the written consent of RobotShop unless such settlement (a) includes a release of all claims pending against RobotShop, (b) contains no admission of liability or wrongdoing by RobotShop, and (c) imposes no obligations upon RobotShop other than an obligation to stop selling any infringing items. RobotShop agrees to provide reasonable assistance to Vendor, at Vendor's expense, regarding such claim or action.

8.3. Notice. If a credible claim is made or threatened for which RobotShop is entitled to indemnification from Vendor, including without limitation the filing of a lawsuit against RobotShop, or the receipt of a demand or notice by RobotShop, or RobotShop elects to defend any claim for which RobotShop is entitled to indemnification RobotShop will use reasonable efforts to notify Vendor promptly of any such party claim for which RobotShop believes Vendor should indemnify and defend RobotShop under this Section. However, RobotShop's failure to provide such notice or delay in providing such notice will relieve Vendor of its obligation only if and to the extent such delay or failure materially prejudices Vendor's ability to defend such claim.

9. limitation of liability

EXCEPT FOR WILLFUL OR GROSSLY NEGLIGENT BREACHES OF ANY OBLIGATION UNDER THIS AGREEMENT, BREACHES OF ANY CONFIDENTIALITY OBLIGATIONS, THE FULFILLMENT OF ANY INDEMNITY OBLIGATIONS AND AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT WILL ROBOTSHOP, OR ITS SUBSIDIARIES OR AFFILIATED ENTITIES, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ROBOTSHOP'S LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES PAID TO ROBOTSHOP UNDER THIS AGREEMENT. ROBOTSHOP WILL HAVE NO LIABILITY TO ANY PARTY FOR ANY INTERNET OR TELECOMMUNICATIONS FAILURE, COMPUTER VIRUS OR THIRD-PARTY INTERFERENCE THAT MAY INTERRUPT OR DELAY ACCESS TO ANY INTERNET SITE OR CAUSE OTHER PROBLEMS OR LOSSES.

10. term and Termination

10.1. Term and Termination . The term of this Agreement will start on the date of its completed registration for the Marketplace and continue until terminated by RobotShop or Vendor. RobotShop may terminate or suspend this Agreement for any reason at any time by notice to Vendor. Vendor may terminate this Agreement for any reason at any time.

10.2. Effect of Termination . Upon termination, (i) RobotShop will pay to Vendor all amounts held on behalf of Vendor, less any applicable Service Fee and the amount of all pending refunds due by Vendor to RobotShop and any pending claims; and (ii) all rights and obligations of the parties under this Agreement will terminate, except Sections indicated under Section 10.3.

10.3. Survival . The provisions of Sections 2, 3,4.6, 4.7, 4.8, 4.11, 6, 7, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement.

11. general provisions

11.1. Force Majeure. RobotShop will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

11.2. Relationship of Parties. Vendor and RobotShop are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between both parties. Vendor will have no authority to make or accept any offers or representations on RobotShop’s behalf. This Agreement is intended to be and is for the sole and exclusive benefit of RobotShop, Vendor, and the Customers.

11.3. Idea Submissions. RobotShop considers any unsolicited suggestions, ideas, proposals or other material submitted by Vendor or otherwise (the " Material ") to be non-confidential and non-proprietary, and RobotShop shall not be liable for the disclosure or use of such Material. Any communication by Vendor to RobotShop is subject to this Agreement. Vendor hereby grant and agree to grant RobotShop, under all of its rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any products or services, without compensation or accounting to Vendor and without further recourse by Vendor.

11.4. Governing Law and Jurisdiction . This Agreement is governed by the laws of the province of Quebec and the laws of Canada applicable therein (without regard to conflicts of law principles). The parties irrevocably submit all disputes arising out of or relating to this Agreement to Quebec courts of the judicial district of Terrebonne.

11.5. Attorneys' Fees . In the event of any litigation between the parties hereto, the losing party will pay the prevailing party's cost and expenses in such litigation, including, without limitation, court costs, reasonable attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this Agreement and to survive and not be merged into any such judgment.

11.6. Assignment. Neither this Agreement, nor any rights granted hereunder, may be assigned by either party voluntarily or by operation of law without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, RobotShop may assign this Agreement without Vendor’s prior consent to any affiliate of RobotShop, in connection with corporate reorganization, or in connection with the sale of all or substantially all of RobotShop’s business or assets (whether by merger, sale of assets, sale of stock or otherwise). Any attempted assignment in violation of this section will be null and void. This Agreement inures to the benefit of, and be binding upon, any successor or valid assignor of either party.

11.7. Non-Waiver . The failure of either party at any time to require performance by the other party of any provision hereof will not affect in any way the full rights to require such performance at any time thereafter. The waiver by either party of a breach of any provisions hereof shall not be taken, construed, or held to be a waiver of the provision itself or a waiver of any breach thereafter or a waiver of any other provision hereof.

11.8. Severability . A judicial determination that any provision of this Agreement is invalid, in whole or in part, shall not affect the enforceability of those provisions unaffected by the finding of invalidity.

11.9. Entire Agreement and Modification . This Agreement, including any addenda attached hereto and fully incorporated herein, constitutes the entire agreement between the parties pertaining to the subject matter hereof, and fully supersedes any and all prior or contemporaneous written or oral communications or agreements between the parties hereto respecting the subject matter hereof, including but not limited to any terms and conditions contained on any pre-printed forms, purchase orders, purchase order acknowledgement and invoice. RobotShop may amend any of the terms or conditions contained in this Agreement at any time and solely at RobotShop’s discretion by posting a new version of the Agreement and obtain Vendor’s acknowledgement thereof electronically or otherwise. If Vendor does not agree to any posted changes, Vendor should not continue to list and sell Products on the Marketplace and terminate this Agreement as set out above.