Effective Date: January 1, 2026

These Business Owner Terms & Conditions ("Merchant Terms") govern the access to and use of the Augll Platform by businesses, merchants, advertisers, suppliers, venue operators, and commercial entities ("Merchant", "Business Owner", "you", or "your").

By registering a business account, listing a business, creating campaigns, publishing promotions, subscribing to services, or using any merchant-related services on the Platform, you agree to be bound by these Merchant Terms.

If you do not agree to these Merchant Terms, you must not use the Platform.

1. Merchant Eligibility

You represent and warrant that:

• You are legally authorized to operate your business.
• Your business complies with all applicable federal, provincial, municipal, and local laws.
• You possess all licenses, permits, registrations, and approvals required to conduct your business activities.
• You have authority to legally bind your business to these Merchant Terms.

Augll reserves the right to request verification documents at any time.

2. Business Information

Merchants are responsible for maintaining accurate and current information, including:

• Business name
• Contact details
• Business location(s)
• Operating hours
• Pricing information
• Promotions and rewards
• Service availability

All information provided to Augll must be accurate, complete, and not misleading.

3. Merchant Content

Merchants may submit or publish:

• Business profiles
• Promotions
• Rewards
• Advertisements
• Images
• Videos
• Marketing materials
• Campaign content

Merchants are solely responsible for all content published through the Platform.

Merchants represent and warrant that submitted content:

• Is truthful and accurate.
• Complies with applicable laws.
• Does not infringe intellectual property rights.
• Is not false, misleading, fraudulent, defamatory, offensive, or unlawful.

Augll reserves the right to remove, reject, modify, restrict, or suspend any content at its sole discretion.

4. Promotions, Rewards and Campaigns

Merchants are solely responsible for:

• Creating promotions and campaigns.
• Funding rewards and incentives.
• Providing advertised discounts.
• Delivering prizes and offers.
• Fulfilling campaign commitments.

Merchants agree to honor all valid promotions published on the Platform unless otherwise permitted by applicable law.

Augll shall not be responsible for:

• Campaign performance.
• Reward fulfillment.
• Merchant products or services.
• Customer disputes.
• Refund requests.
• Prize distribution.

5. Advertising Compliance

All advertising, marketing, promotional content, and offers published through the Platform must comply with:

• Competition Act (Canada)
• Applicable consumer protection laws
• Applicable provincial regulations
• Advertising Standards Canada requirements
• Any other applicable legal requirements

Merchants shall not publish misleading, deceptive, false, or unsubstantiated claims.

6. Merchant Responsibility

Merchants remain solely responsible for:

• Products and services offered.
• Customer service.
• Product quality.
• Service quality.
• Refunds and exchanges.
• Warranty obligations.
• Consumer complaints.
• Legal and regulatory compliance.

Augll does not act as the seller, distributor, service provider, or guarantor of merchant products or services.

7. Fees and Payments

Certain Platform services may require payment of:

• Subscription fees
• Advertising fees
• Campaign fees
• Transaction fees
• Commission fees

All fees are payable in accordance with Augll pricing policies.

Augll reserves the right to modify pricing and fees upon reasonable notice.

Failure to pay applicable fees may result in suspension, restriction, or termination of merchant access.

8. Taxes

Merchants are solely responsible for all taxes arising from their business activities, including but not limited to:

• GST/HST
• Provincial sales taxes
• Municipal taxes
• Income taxes
• Other applicable tax obligations

Augll does not provide tax advice and shall not be responsible for calculating, collecting, reporting, or remitting taxes on behalf of merchants unless required by applicable law.

9. International Merchants

Augll may allow businesses, merchants, advertisers, and commercial entities located outside Canada to access and use the Platform.

Merchants operating outside Canada are solely responsible for ensuring compliance with all applicable laws, regulations, licensing requirements, consumer protection rules, advertising standards, tax obligations, and business requirements in their respective jurisdictions.

Augll makes no representation, warranty, or guarantee that the Platform complies with the laws or regulations of any jurisdiction outside Canada.

International merchants access and use the Platform at their own risk and are solely responsible for determining whether their use of the Platform is lawful in their jurisdiction.

10. International Taxes

Merchants are solely responsible for determining, collecting, reporting, and remitting any taxes, duties, levies, fees, or governmental charges arising from their use of the Platform or their business activities.

This includes, without limitation:

• Sales taxes
• Value-added taxes (VAT)
• Goods and services taxes (GST)
• Withholding taxes
• Local, regional, national, or international tax obligations

Augll shall not be responsible for determining, collecting, reporting, or remitting taxes on behalf of merchants except where required by applicable law.

Merchants acknowledge that they are responsible for obtaining independent tax advice regarding their obligations in their respective jurisdictions.

11. Intellectual Property

Augll retains ownership of:

• The Platform
• Software
• Technology
• Trademarks
• Branding
• Systems
• Analytics infrastructure

Merchants retain ownership of their own content.

By submitting content to Augll, merchants grant Augll a worldwide, royalty-free, non-exclusive license to use, display, reproduce, distribute, and promote such content in connection with operating, improving, and marketing the Platform.

12. Platform Availability

Augll does not guarantee uninterrupted access to the Platform.

The Platform may be subject to:

• Maintenance
• Updates
• Technical interruptions
• Modifications
• Temporary outages

Augll reserves the right to modify, suspend, or discontinue any feature or service at any time.

13. No Guarantee of Results

Augll does not guarantee:

• Customer traffic
• Customer acquisition
• Revenue generation
• Sales performance
• Engagement levels
• Campaign effectiveness
• Business growth

Results may vary depending on factors beyond Augll's control.

14. Fraud Prevention

Augll reserves the right to investigate:

• Fraudulent activity
• Abuse of rewards
• Fake transactions
• Manipulation of campaigns
• Misuse of Platform services

Merchant accounts may be suspended during investigations.

15. Limitation of Liability

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

• Loss of profits
• Loss of revenue
• Business interruption
• Loss of customers
• Loss of opportunities
• Indirect damages
• Consequential damages
• Special damages

Augll's total liability shall not exceed the amount paid by the Merchant to Augll during the twelve (12) months preceding the claim.

16. Indemnification

Merchants agree to indemnify and hold harmless Augll Corporation, its officers, directors, employees, affiliates, contractors, and partners from any claims, liabilities, damages, losses, penalties, costs, and legal expenses arising from:

• Merchant content
• Merchant promotions
• Merchant products or services
• Consumer complaints
• Violations of law
• Violations of these Merchant Terms
• Intellectual property disputes

17. Suspension and Termination

Augll may suspend, restrict, or terminate merchant accounts immediately if:

• These Merchant Terms are violated.
• Fraud is suspected.
• Required by law.
• Merchant activity creates legal, operational, financial, or reputational risk.

Termination shall not relieve the Merchant of outstanding obligations.

18. Modifications

Augll reserves the right to modify these Merchant Terms at any time.

Updated versions shall become effective upon publication on the Platform.

Continued use of the Platform constitutes acceptance of the revised Merchant Terms.

19. Governing Law

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

Any dispute arising from these Merchant Terms shall be subject to the exclusive jurisdiction of the courts located in Ontario, Canada.

20. Contact Information

Augll Corporation

Website: www.augll.com

Email: [email protected]