Master vendor agreement
MASTER VENDOR AGREEMENT
Effective Date: February 20, 2026
1. PARTIES
This Master Vendor Agreement (“Agreement”) is entered into between:
CMarket Ltd., a corporation incorporated under the laws of British Columbia, Canada, having its registered office at 2319 Clarke St, Port Moody, BC V3H 1Y9 (“Platform”),
AND The undersigned Vendor (“Vendor”).
2. PLATFORM STATUS & LEGAL STRUCTURE
2.1 Pure Marketplace Intermediary: Platform operates solely as a technology provider and digital marketplace intermediary. Platform is NOT a seller of record, merchant of record, manufacturer, distributor, food premises, service provider, common carrier, bailee, or fulfillment operator.
2.2 No Title or Possession: Platform never takes legal title, constructive possession, physical custody, or control over Products or Services.
2.3 Direct Contract: All Transactions form a direct legal
contract exclusively between Vendor and Customer. Platform is an absolute stranger to that contract.
3. INDEPENDENT CONTRACTOR STATUS
Vendor is an independent contractor. Nothing in this Agreement creates agency, partnership, joint venture, employment, or fiduciary relationship. Vendor has no authority to bind Platform.
4. VENDOR REPRESENTATIONS & WARRANTIES
Vendor warrants and continuously covenants that it is legally authorized to operate in BC, complies with all Applicable Laws, is financially solvent, and all listings are truthful and safe.
5. PAYMENT STRUCTURE – STRIPE CONNECT
All Transactions are processed via Stripe Connect. Vendor acknowledges Platform is not merchant of record.
6. 2% CHARITABLE ALLOCATION
Platform allocates 2% of Transactions to registered Canadian charities at its sole discretion. This does not create a trust or fiduciary duty.
7. YEAR 1 FEES
Vendor shall pay a non-refundable $100 CAD annual registration fee. No commission applies during Year 1 unless stated.
8. FUTURE FEES
Platform may introduce commissions or subscriptions beginning Year 2 upon written notice.
9. CHARGEBACKS & SET-OFF
Vendor is responsible for all chargebacks. Platform may set off any amounts owed by Vendor against future payouts.
10. INSURANCE (CONDITION PRECEDENT)
Vendor must maintain $2,000,000 CAD Commercial General Liability (CGL). Proof is required prior to activation.
11. ADDITIONAL INSURED
CMarket Ltd. (and its directors/officers) must be named as “Additional Insured – Primary and Non-Contributory.”
12. INSURANCE SURVIVAL
Insurance obligations remain in force for at least 12 months following termination for completed transactions.
13. PRODUCT COMPLIANCE
Vendor warrants compliance with the Canada Consumer Product Safety Act. Vendor is solely responsible for all recalls.
14. FOOD VENDOR LIABILITY
Vendor assumes sole responsibility for compliance with BC health regulations and allergen disclosures.
15. SERVICE PROVIDER LIABILITY
Vendor confirms required licensing is valid. Platform disclaims responsibility for service outcomes or malpractice.
16. PROHIBITED GOODS & SERVICES
Vendor shall not list goods prohibited under law or Platform Policies.
17. AUDIT RIGHTS
Platform may request licenses or insurance proof. Failure to provide results in immediate suspension.
18. EMERGENCY RISK CONTROL
Platform may immediately suspend Vendor or freeze payouts without notice where public health or legal risk is suspected.
19. LITIGATION CONTROL (SUPREME LOCK)
In any claim involving Vendor: Platform shall control the defense strategy. Vendor shall advance all defense costs and legal fees upon demand. Vendor may not settle without Platform’s written consent.
20. INDEMNIFICATION
(MAXIMUM SCOPE)
Vendor shall indemnify CMarket Ltd. and its directors (including Shahryar Vafaei) from all claims, class actions, and fines arising from Vendor’s operations.
21. LIMITATION OF LIABILITY
Total aggregate liability shall not exceed the lesser of: (a) Fees paid in previous 6 months; or (b) $100 CAD.
22. PERSONAL GUARANTEE (SOLE PROPRIETORS)
Sole proprietors assume full personal liability and waive any “corporate veil” defense. This survives insolvency.
23. CLASS ACTION WAIVER
Vendor waives participation in class or representative proceedings.
24. DISPUTE RESOLUTION
Step 1: Negotiation; Step 2: Mediation in BC; Step 3: Binding Arbitration in Vancouver, BC.
25. STATUTORY SAVING (ENHANCED)
If any provision conflicts with mandatory BC law, it shall be modified to the minimum extent necessary to remain enforceable; remaining provisions remain in full force.
26. EXCLUSIVE JURISDICTION
Parties irrevocably attorn to the exclusive jurisdiction of the courts of British Columbia in Vancouver for injunctive relief.
27. ARBITRATION STRUCTURE
Arbitration shall be governed by the Arbitration Act (BC), conducted in English, and remain confidential.
28. INJUNCTIVE RELIEF
Platform is entitled to immediate injunctive relief for breaches of IP or Confidentiality without posting bond.
29. VENDOR DATA BREACH LIABILITY
Vendor is 100% liable for any privacy breach originating from Vendor systems and must fully indemnify Platform.
30. ALGORITHM & VISIBILITY
Product ranking is determined by proprietary algorithms. Vendor waives claims arising from visibility or search placement.
31. WAIVER OF ANTICIPATED PROFITS
Vendor waives any claim for loss of anticipated profits or business expectancy arising from suspension or termination.
32. NO DUTY TO INVESTIGATE
Platform has no duty to investigate Vendor compliance unless required by law.
33. FORCE MAJEURE
Platform is not liable for failures caused by natural disasters, wildfires, or infrastructure collapse.
34. CONFIDENTIALITY
Vendor shall maintain confidentiality of non-public information obtained through the Platform.
35. INTELLECTUAL PROPERTY WARRANTY
Vendor warrants it owns or has licenses for all content uploaded.
36. DATA PROTECTION
Vendor agrees to comply with PIPEDA and applicable BC privacy laws.
37. DISCLAIMER OF WARRANTIES
The Platform is provided “AS IS” without warranties of merchantability or fitness for a particular purpose.
38. AMENDMENTS
Platform may update this Agreement with notice. Continued use constitutes acceptance.
39. PLATFORM AVAILABILITY
Platform does not guarantee uninterrupted or error-free operation.
40. TERM & TERMINATION
Vendor may terminate with 30 days’ notice. Platform may terminate immediately for breach or risk.
41. EFFECT OF TERMINATION
Upon termination, listings are removed but financial and survival obligations remain.
42. NOTICES
Notices delivered via email are deemed received on transmission.
43. ELECTRONIC SIGNATURES
Click-wrap acceptance and digital confirmations are legally binding.
44. ORDER CONFIRMATION OBLIGATION
Vendor must confirm/reject orders within two (2) hours during business hours.
45. AUTOMATIC CANCELLATION
Failure to confirm within the window triggers automatic cancellation and refund.
46. PREPARATION & FULFILLMENT
Vendor must fulfill orders within the timeframe stated. Failure results in suspension.
47. REFUND RESPONSIBILITY
Vendor is solely responsible for refunds arising from defects or non-performance.
48. PLATFORM REFUND AUTHORITY
Platform may process refunds where Vendor is unresponsive and recover funds from payouts.
49. DISPUTE MONITORING
Excessive chargeback ratios trigger corrective action or termination.
50. FOOD SAFETY DISCLOSURE
Vendor must disclose kitchen type (commercial/home-based) and maintain FoodSafe standards.
51. ALLERGEN DISCLOSURE
Vendor must maintain accurate ingredient lists and disclose known allergens.
52. IMAGE ACCURACY
Images must be representative. Misleading listings will be removed.
53. PRIMARY & NON-CONTRIBUTORY
Vendor insurance must be primary over any insurance held by Platform.
54. INSURANCE AS CONDITION PRECEDENT
No activation until insurance is approved. Any lapse triggers immediate suspension.
55. VENDOR COOPERATION
Vendor must cooperate fully with all regulatory inquiries and lawsuits.
56. NO RELIANCE ACKNOWLEDGMENT
Vendor does not rely on Platform for regulatory or legal advice.
57. RESTRICTED SUBSTANCES
Absolute prohibition on Alcohol/Cannabis unless authorized by a written addendum.
58. SURVIVAL
All indemnification, liability, and guarantee clauses survive termination.