Terms & Conditions of Use

1. DEFINITIONS

For the purposes of these Terms:

2. ROLE OF THE PLATFORM

The Platform functions solely as a technology intermediary enabling Brands and Suppliers to identify each other and communicate regarding potential commercial engagements.

Laibl is not a party to any transaction between Brands and Suppliers and does not guarantee the performance, quality, or legality of any goods or services offered by Suppliers.

3. SUPPLIER FEES AND COMMISSION

3.1 Commission on Originated Transactions

Suppliers shall pay Laibl a 2% commission fee calculated on the total value of any Originated Transaction, irrespective of:

• where the final agreement is executed,
• how the order is fulfilled, or
• whether any portion of the transaction occurs outside the Platform.

The commission applies to all transactions between a Brand and Supplier for a period of 24 months from the date of their first interaction facilitated by or originating from the Platform.

3.2 Invoicing and Payment Terms

Laibl shall issue commission invoices upon notification, discovery, or confirmation of an Originated Transaction or Completed Transaction. Invoices are due within 30 days of issuance.

Late payments may incur interest at 1.5% per month (18% per annum) or the maximum amount permitted by applicable law.

3.3 Audit Rights

Laibl reserves the right, upon reasonable prior notice, to audit Supplier records relating to Originated Transactions to ensure compliance with these Terms. Suppliers shall maintain accurate records for a minimum of three (3) years.

3.4 Non-Circumvention

Suppliers shall not circumvent or attempt to circumvent the Platform by transacting directly with any Brand introduced, matched, or connected through the Platform.

In the event of circumvention, Laibl may, at its sole discretion:

• invoice the Supplier for the full 2% commission fee;
• suspend or permanently remove the Supplier's profile, listings, or access to the Platform;
• pursue all available legal and equitable remedies.

These remedies may be applied cumulatively and without prior notice.

4. BRAND FEES

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

5. SUPPLIER OBLIGATIONS

Suppliers shall:

• Provide accurate, complete, and non-misleading information regarding capabilities, pricing, lead times, and certifications;
• Fulfill orders in accordance with agreed specifications;
• Maintain all required licenses, certifications, and regulatory compliance;
• Respond promptly to Brand communications submitted through the Platform;
• Not misuse, duplicate, or disclose Brand-provided documentation outside the purpose of fulfilling a specific project.

6. BRAND OBLIGATIONS

Brands shall:

• Provide accurate technical specifications, documentation, and project details;
• Evaluate Supplier submissions independently;
• Confirm order completion within the Platform promptly and truthfully.

7. DATA PROTECTION AND SECURITY

7.1 Data Handling

Laibl processes personal and business information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA).

7.2 Security Measures

Laibl implements commercially reasonable administrative, physical, and technical safeguards to protect Platform data; however, no system is infallible. Users acknowledge that data transmission over the internet carries inherent risks.

7.3 User Responsibilities

Users must:

• safeguard their login credentials;
• notify Laibl immediately of any unauthorized access;
• ensure that all uploaded content is free from viruses or harmful code.

Laibl is not liable for loss arising from compromised passwords, shared accounts, or user negligence.

8. ACCEPTABLE USE POLICY

Users must not:

• Engage in fraud, misrepresentation, or deceptive practices;
• Upload unlawful, harmful, defamatory, or infringing content;
• Scrape, harvest, or extract Platform data manually or via automated tools;
• Reverse-engineer, interfere with, or attempt to disrupt Platform functionality;
• Use the Platform for any purpose that violates applicable laws, regulations, or these Terms.

Violation of this policy may result in immediate suspension or termination at Laibl's discretion.

9. DISCLAIMERS & LIMITATION OF LIABILITY

Laibl provides the Platform on an "as is" and "as available" basis without warranties of any kind, express or implied.

To the fullest extent permitted by law, Laibl shall not be liable for:

• quality, performance, accuracy, or legality of Supplier products;
• payment failures, delays, or disputes between Brands and Suppliers;
• indirect, consequential, or special damages;
• tariffs, customs issues, shipping delays, or supply chain interruptions.

10. TERMINATION

Laibl may suspend or terminate access for any breach of these Terms, including non-payment, circumvention, or misuse of the Platform.

Termination does not relieve Supplier of its obligation to pay outstanding commissions or accrued amounts.

11. MODIFICATIONS

Laibl may modify these Terms at any time. Continued use of the Platform constitutes acceptance of updated Terms.

12. GOVERNING LAW

These Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Users consent to the exclusive jurisdiction of the courts located in Ontario, Canada for any disputes arising out of or relating to these Terms.