The most recent version of the Terms and Conditions are published below as of August 10th, 2023, and may be amended by WagJag in it’s sole discretion at any time. Any Terms and Conditions amendments will be communicated to any Merchant with an active Offer via an email communication. Merchant agrees that this email will constitute adequate notice to inform Merchant of any amendments to the Terms and Conditions and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

1. The Offer. WagJag shall feature an Offer as characterized in the Deal Terms of the WagJag Master Merchant Agreement (“Agreement”). The Merchant shall sell to WagJag and WagJag shall purchase from the Merchant for resale to consumers the number of Certificates in respect of such Offer as defined in the Deal Terms. The Certificate will be sold at a discount from the Certificate Selling Price. WagJag shall re-sell each Certificate to consumers for the Certificate Selling Price as defined in the Deal Terms. The Merchant represents and warrants that the Retail Price for each Offer to the public as represented by the Certificate would otherwise be the Retail Price as defined in the Deal Terms (equal to the stated monetary value).

2. Redemption of Gift Certificates. The Merchant will treat the Certificate as consideration for goods and/or services associated with the Offer, on the terms set out in the Deal Terms, to any person who presents a valid WagJag Certificate for such Offer. A valid WagJag Certificate is one which:

1. appears on the list provided by WagJag to the Merchant in regard to the Offer,

2. has not already been redeemed, and

3. is presented in accordance with the Offer Details in the Deal Terms. After the Promotional value expiration date, Merchant agrees to redeem certificates for the amount paid indefinitely. In addition, in connection with WagJag’s promotion of a Merchant Offer, Merchant authorizes WagJag to shorten or extend the Certificate Promotional Value Expiration Date. For any seasonal Merchant Offer(s), following the initial Certificate Promotional Value Expiration Date specified in the Agreement the:

1. Certificate Promotional Value Expiration Date will reset to be the end of the immediately following season specified by Merchant; and

2. Maximum Number of Vouchers will reset for the immediately following season. Throughout the Term (as defined herein), the Certificate Promotional Value Expiration Date and the Maximum Number of Vouchers for the seasonal Merchant Offer will continue to reset after each season.

3. Warranty and Representation Regarding Goods and/or Services. The Merchant acknowledges and agrees that WagJag is not the supplier of the goods and/or services and Merchant further acknowledges and agrees that WagJag provides no representation or warranty with respect to the quality or characteristics of the goods and/or services relating to the Offer. Merchant understands that the goods and/or services are to be supplied by Merchant and Merchant shall solely be responsible for redeeming the Certificate and honoring the terms of the Offer laid out in the Deal Terms to the consumer. Merchant represents and warrants that the Certificate and the Deal Terms will not constitute false, misleading or deceptive representations or false, misleading or deceptive advertising or violate the rights of any third party and that the Certificates and the Deal Terms will be compliant with all applicable laws and regulations. Except as expressly set forth in the Agreement, neither party makes any representations or warranties, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose or non-infringement. WagJag does not warrant or guarantee that the services offered on or through the website shall be uninterrupted or error-free, that the Certificates will be error- free or that any errors, omissions or misplacements in the Certificates will be corrected, or that Certificates will result in any revenue, or profit for Merchant.

4. Use of Merchant Name and Marks. The Merchant understands and agrees that WagJag will feature the Offer on its website (www.wagjag.com) and/or, email distribution lists, other promotional materials and/or on certain of its affiliates’ websites and the Merchant hereby gives WagJag full authority to do so, and hereby grants WagJag the right to use Merchant’s name, trademarks, slogans, website address and images in connection with the Offer.

5. Tracking of Redeemed Gift Certificates. Merchant agrees to record the redemption and date of redemption of WagJag Certificates, at its location(s) and keep the redeemed Certificates (if presented to the Merchant). Merchant agrees to provide this information to WagJag forthwith upon request.

6. Authority and Enforceability. The Merchant has full power and authority to enter into the Agreement, to provide authorizations contained herein, and to carry out the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of the Merchant enforceable against it in accordance with its terms. Electronic, facsimile or scanned and emailed versions of executed copies of the Agreement shall be binding and enforceable against the parties and have the same force and effect as if they were original signatures. The Agreement may be executed in one or more counterparts and each party consents to electronic message (by e- mail acknowledgement or unique URL) as an acceptable means to constitute a written acceptance of an authorized person for such party.

7. Applicable Laws. Merchant, as the provider of the goods and/or services, is solely responsible to ensure that the Offer and initial sale of the Certificates complies with and Merchant shall abide by all applicable laws and regulations in connection with the Offer and the Certificates, including but not limited to all applicable consumer protection legislation (including legislation regarding Certificate expiry dates) and privacy legislation (CASL), including the Personal Information and Protection of Electronic Documents Act (Canada). Merchant further agrees, at all times, to maintain and keep in good standing any and all permits, certificates and licenses necessary for the proper conduct of its business and any goods and/or services, promotions or discounts associated with the Offer. The Merchant shall allow the consumer to redeem the Certificate for goods and/or services of the Merchant equal to the cash value paid by the consumer for the Certificate beyond the expiration date for the Certificate Promotional Value Expiration Date stated on the Certificate by allowing the consumer to redeem the Certificate as credit towards future full-price goods and/or services based on the purchase price paid for the Certificate; provided, however, that where permitted by law, Merchant may, in consultation with WagJag, elect instead to extend the period in which a consumer may redeem the Certificate for goods and/or services of the Merchant for such amount of time as will reasonably allow the consumer to redeem such Certificate after the Certificate Promotional Value Expiration Date stated on the Certificate. If the Offer relates to a restaurant or similar business, Merchant acknowledges that there may be statutory limitations on the amount of the Offer value that can be redeemed for alcoholic beverages and/or restrictions on minimum pricing and discounts associated with alcoholic beverages. Compliance with all applicable laws is the sole responsibility of the Merchant.

8. Indemnity. Merchant agrees to indemnify and hold harmless WagJag, its officers, directors, employees and affiliates from any losses, costs, damages and expenses (including but not limited to reasonable attorney’s fees) arising out of or relating to:

1. Merchant’s breach of the terms and conditions of this Agreement;

2. the negligence or willful misconduct of Merchant or its employees, agents or representatives; or

3. Merchant’s provision of any goods and/or services in connection with the Offer (including but not limited to any consumer claim for bodily injury, death or property damage).

9. Limitation of Liability. WagJag’s liability to Merchant shall be limited to WagJag’s compensation due only, as outlined in the Agreement Payment Terms, and it shall have no liability whatsoever for any indirect, special, incidental or consequential loss or damage of whatever kind arising out of or relating to the Agreement, the foregoing exclusions and limitations shall apply regardless of the nature of the loss or damages or the legal basis of any claim. WagJag’s liability under the Agreement shall not exceed the total amount payable to Merchant under the Agreement Payment Terms.

10. Confidentiality. Merchant acknowledges that in the course of its dealings with WagJag it may be provided with confidential information and that such information is private and may not be disclosed to third parties. Confidential information includes all non-public information about WagJag’s customers or any Offer featured by WagJag.

11. Severability. Merchant agrees that if any part of the Agreement is found invalid or non-enforceable such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision all other provisions of the Agreement shall continue in full force and effect.

12. Jurisdiction. The Agreement is governed by and is to be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and treated in all respects as an Ontario contract. The parties to the Agreement hereby irrevocably and unconditionally adhere to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

13. Early Discontinuance Fee. If Merchant is unable to honor the Offer in accordance with the Deal Terms, the Merchant will be required to pay WagJag an additional payment in an amount based on WagJag’s pro-rated profits for the remainder of the Planned Offer Period as defined in the Deal Terms, which will be deducted from any Payment Amounts owing to Merchant. In addition to this, all signed Agreements that are terminated by the Merchant prior to the Planned Offer Period will require the Merchant to pay WagJag $500 for any advertising expenditure that was scheduled for the Merchant promotion, including but not limited to any committed print advertisements, graphic design work, copy writing, and online media purchases and/or email campaigns.

14. Scheduling and Availability. The Offer will be featured on WagJag.com for the number of days set forth in the Offer Period as outlined in the Deal Terms at some point within the six (6) month period immediately following the date on which the Merchant executes the Agreement (such period, the “Publishing Period”). Exact scheduling dates for the Offer will be determined at WagJag’s discretion in consultation with Merchant.

15. Price Guarantee. Merchant agrees that from the date on which it executes the Agreement until 120 days following the close of the Offer it will not decrease its Retail Price for the goods or services sold under the Deal Terms.

16. Term & Termination. The Agreement will continue in effect until terminated by either party in accordance with this Section (“Term & Termination”). WagJag is authorized to terminate this Agreement, at any time for any reason, in it’s sole discretion. Merchant is authorized to terminate this Agreement upon seven (7) business days prior written notice to WagJag. Such terminations will not affect the Merchant’s obligations hereunder, including its obligations to honor the Certificates sold prior to the termination and to provide the goods and/or services associated with the Offer. In addition, in connection with WagJag’s promotion of a Merchant Offering, Merchant authorizes WagJag to shorten or extend the Certificate Promotional Value Expiration Date.

17. Language. The parties have required that the Agreement and all instruments, documents and notices relating to the Agreement be drawn up in the English language.