Terms and Conditions and Data Privacy Agreement

This Terms and Conditions and Data Privacy Agreement (hereinafter the "Agreement") is effective as of the date of the last signature between:

Pacific Smoke International Inc., a corporation organized under the laws of Ontario Canada, with its office located at 2930 14th Ave. Markham, Ontario, L3R 5Z8 ("Distributor"),

and

You, a legal entity organized under the laws of the location registered within the Distributor’s system (hereinafter the "Retailer").

Collectively, hereinafter, the Distributor and Retailer will be referred to as the "Parties".

1. Purpose

This Agreement governs the collection, sharing, use, and protection of Point of Sale (POS) data (hereinafter the "POS Data") shared between the Parties as part of the POS Data Sharing Program (hereinafter the "Program"). The Parties agree to comply with all applicable data privacy and security laws and to safeguard the confidentiality, integrity, and availability of the POS Data in accordance with all applicable regulations.

2. Definitions

• POS Data: Information generated from the Retailer’s POS systems, including but not limited to sales transactions, product details, pricing, and timestamps.
• Personal Data: Any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
• Data Breach: Any loss of, unauthorized access to, unauthorized disclosure of Personal Data, alteration, loss, or unintended destruction of POS Data.

3. Scope of Data Sharing

3.1 The Retailer agrees to provide the Distributor with access to its POS Data as part of the Program for the purposes of inventory management, sales analytics, sales benchmarking, demand forecasting, new product development, promotional program development, and enhancing Retailer incentives.  The Retailer also agrees that POS Data may be included in aggregate anonymized market summary information that will only be used internally by the Distributor and/or presented in a report exclusively to Retailers participating in the Program.

3.2 The Retailer agrees that the Distributor may collect and analyze transactional sales data, including anonymized competitor product sales, for the purposes of generating market insights, sales benchmarking, and industry trend analysis. The Distributor shall ensure that all such data is aggregated and anonymized such that no individual business or end-user can be identified from any report.

3.3 All sales data that includes references to competitor products or brands shall be aggregated across multiple data sources and anonymized prior to use in any benchmarking analysis and reports. The Parties agree that no competitively sensitive or company-identifiable data will be disclosed without prior written consent.
 

3.4 The Distributor shall only use POS Data for the purposes explicitly agreed upon herein by the Parties and shall not be used for any other purpose without prior written consent from the Retailer.

3.5 POS Data for the purpose of the Program, will only be collected via official API/App provided to the Retailer directly by the Distributor, and/or to be downloaded via POS API/APP stores or marketplaces.

3.6  To remain eligible for any incentives associated with the Program, the Retailer must maintain active transmission of its POS Data to the Distributor via the designated API/APP. In the event that the Retailer removes the API/APP and/or ceases such data transmission, the Retailer shall immediately forfeit all rights to any Program-related incentives, analytics, and market data.

4. Data Privacy Obligations

4.1 Compliance with Laws: The Parties shall comply with all applicable Federal and Provincial data protection and privacy laws, in connection with the collection, processing, and any sharing of POS Data.
 

4.2 Personal Data: The Distributor will neither request sharing nor access any of the Retailer’s Personal Data as part of the Program.

4.3 Data Minimization: The Retailer shall only share relevant POS Data necessary to achieve the purposes of the Program, and only through the agreed upon API/Application.

5. Data Security Obligations

5.1 Security Measures: The Parties shall implement and maintain reasonable administrative, technical, and physical safeguards to protect POS Data from unauthorized access, use, or disclosure. These measures include, but are not limited to:

• Encryption of POS Data in transit and at rest;
• Access controls limiting data access to authorized personnel only;
• Regular security assessments and updates to systems handling POS Data.
   

5.2 Data Breach Notification: In the event of a Data Breach, the affected Party shall:

• Notify the other Party immediately, but no later than 48hrs after discovering the breach;
• Provide details of the breach, including its scope and impact, including any future updates as they become known;
• Provide reasonable assistance, comply, and co-operate with any audit, investigation, court order, or litigation;
• Take reasonable steps to mitigate the breach and prevent recurrence.

5.3 Data Loss or Corruption: In the event that the Retailer’s data becomes corrupted or lost, the Retailer shall:

• Notify the Distributor as soon as reasonably possible;

• Provide details of the corruption or data loss, including its scope and impact, and provide updates as they become available;

• Be responsible for ensuring that it has a reasonable system of data backups and storage in place. The Distributor shall not be held liable for any data corruption or loss of data.

6. Ownership and Intellectual Property

6.1 The Retailer retains ownership of all POS Data shared with the Distributor under this Agreement.
 

6.2 The Distributor is granted a limited, non-exclusive, non-transferable license to use the POS Data solely for the purposes of the Program during the term of this Agreement.

7. Confidentiality

7.1 The Parties agree to treat POS Data as confidential and shall not disclose it to any third party without prior written consent of the other Party, except as required by law or governmental agency.
 

7.2 This obligation shall survive the termination of this Agreement for a period of 5 years unless otherwise required by applicable laws.

8. Term and Termination

8.1 This Agreement shall commence on the date of execution and can be terminated by either Party by providing thirty (30) days written notice.

8.2  In the event that the Retailer turns off POS Data transmission via the API/APP, the Retailer shall immediately forfeit all rights to any Program-related incentives, analytics, and market data, unless otherwise agreed upon in writing between the Parties.

8.3 Upon termination of this Agreement, the Distributor shall cease using the Retailer’s POS Data and, unless otherwise directed in writing, securely destroy all the Retailer’s POS Data in its possession within sixty (60) days.

9. Liability and Indemnification

9.1 The Retailer shall indemnify and hold harmless the Distributor from any and all claims, damages, or losses arising from its breach of this Agreement or violation of any applicable data protection laws.

9.2 Neither Party shall be liable for indirect, consequential, or punitive damages arising from this Agreement.

10. Miscellaneous

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.
 

10.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through arbitration with a mutually agreed upon arbitrator in Ontario.
 

10.3 Amendments: This Agreement may only be amended in writing signed by both Parties.

10.4 Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements.