Terms of Use (Canada)

1. Introduction

Illure Design Inc. (operating as “Alkemy” or “Alkemy Market”, and referred to herein as “Alkemy”, “us”, “we”, “our”) provides a federated e-commerce marketplace and online store builder (the “Platform”) that connects independent merchants (“Merchants”) with individuals who wish to browse and purchase products (“Shoppers”). We have implemented these Terms of Use to govern your use of the website https://alkemymarket.com/ (the “Website”), the Alkemy Market platform (the “Platform”), and any related software, applications, webpages, storefronts, and any information and content relating to the foregoing, including without limitation, HTML, software, code, data, text, documents, images, photographs, videos, icons, and designs (collectively, the “Content”), but excluding any content, materials, or information that a Merchant or Shopper submits, posts, uploads, or otherwise provides to the Website or the Platform (collectively, “User Content”), whether you are a Merchant or a Shopper (collectively, a “User”).

You acknowledge and agree that, by accessing or using the Website, the Platform or the Content, you indicate that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, then you have no right to access or use the Website, the Platform or the Content. If these Terms of Use are being entered into by a corporation or other legal entity, you represent that you have the authority to enter into these Terms of Use to bind such entity and its affiliates to these Terms of Use as its authorized representative, in which case the terms “you” or “your” refer to such entity and its affiliates as well as you.

The Website, the Platform and the Content are not intended for use by minors (being individuals who are not of legal age in the jurisdiction in which they reside). You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account on the Platform. Minors should only use the Website, the Platform and the Content with the permission and under the supervision of a parent or guardian.

2. Merchant and Shopper roles

Merchants sell products through their own storefronts on the Platform, acting as their own merchant of record. Merchants set their own prices for the products they sell and determine which orders to accept or fulfil. Payments are processed through each Merchant’s own Stripe Connect account, and Merchants control their own revenue stream. Merchants are independent sellers and are solely responsible for the fulfilment, returns, and customer service related to their products. Shoppers who purchase products from a Merchant via the Website or the Platform are customers of the Merchants, not of Alkemy. Merchants are able to sell their products elsewhere, including through businesses that compete with Alkemy.

All product listings are subject to automated quality review. However, we do not assume any responsibility or liability for such review process. Such a review is not an endorsement or guarantee by Alkemy of the Merchant’s products, quality, authenticity, licensing, or suitability for a particular purpose. Shoppers are solely responsible for determining if a product meets their needs and for verifying product descriptions, specifications, and any applicable certifications or compliance requirements. Notwithstanding any feature of the Website, the Platform or the Content that a Shopper may use to expedite product selection, the Shopper is solely responsible for selecting the products they purchase and should undertake their own research prior to purchasing any products.

Users acknowledge that Alkemy does not manufacture, sell, or ship any products and does not supervise, direct, monitor or control the products sold or services provided by a Merchant as facilitated by the Website, the Platform or the Content, nor do we have any control over the quality, authenticity, legality, safety, or other aspect of the Merchant’s products or services, or the Merchant’s failure to fulfil orders.

3. Purchase transactions

The Website, the Platform and/or the Content allows Shoppers to browse, search for, and purchase products from Merchants, and for Merchants to list products, manage their storefronts, and fulfil orders. When purchasing products using the Website, the Platform or the Content, the Shopper must provide accurate shipping information and payment details.

Once a Shopper completes a purchase, the Shopper and the Merchant form a legally binding contract for the sale of the purchased products (the “Purchase Agreement”). The parties to the Purchase Agreement each agree to comply with the Purchase Agreement, these Terms of Use, and our applicable privacy policy. Alkemy is not a party to any Purchase Agreement and the formation of a Purchase Agreement will not, under any circumstances, create any responsibility or liability for Alkemy. The Merchant, as merchant of record, is solely responsible for the fulfilment of orders, processing of returns and refunds, and all customer service matters relating to the transaction.

4. Fees and payment terms

If you are a Merchant, you are responsible for connecting a valid Stripe Connect account and for the collection and remittance of all applicable taxes on your sales. Alkemy charges a commission on each sale, determined by your plan tier. Commission is calculated on the product sale price excluding shipping and taxes. Stripe payment processing fees are separate and charged by Stripe directly. We reserve the right to modify pricing with 30 days written notice to affected Merchants. If you are a Shopper, you are responsible for providing valid payment details for your purchases. Please note that the payment information, including name and contact information, that you submit when you register may be used and shared with our payment processing services provider and otherwise used in accordance with our privacy policy or policies.

We may contact you via email regarding your account, for example, in connection with a problem with your credit card or payment account.

Unless we agree or state otherwise in writing, all Platform fees and charges are nonrefundable. Refunds for product purchases are handled directly between Merchants and Shoppers in accordance with the Merchant’s return policy.

5. Commission

If you are a Merchant, Alkemy charges a commission on each sale, determined by your plan tier, as follows:

1. Free: 8% commission on the product sale price;
2. Growth ($99/month): 5% commission; and
3. Pro ($299/month): 3% commission.

Commission is calculated on the product sale price excluding shipping and taxes. Stripe payment processing fees (currently 2.9% + 30¢) are separate and charged by Stripe directly.

We reserve the right to modify pricing, including commission rates and subscription fees, with 30 days written notice to affected Merchants.

6. Merchant representations

If you are a Merchant, you represent, warrant, and covenant that you:

1. operate as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Website, the Platform, or the Content;
2. customarily sell products of the same nature as the products offered by you through the Website, the Platform, or the Content, and that you will not sell any products that you do not have the legal right to sell or that are prohibited, illegal, counterfeit, or otherwise in violation of applicable laws;
3. have and will maintain, at your own expense, all insurance required to operate your business and sell products through the Website, the Platform, or the Content, and any licenses, permits, and/or registrations required by applicable laws that apply to your sale of such products;
4. will fulfil all orders in a timely manner, provide accurate product descriptions and images, and respond to customer inquiries and complaints in a professional and respectful manner;
5. are at all times responsible for the acts and omissions of any of your employees used to fulfil any orders facilitated through the Website, the Platform, or the Content, and for the payment of any compensation, benefits, and expenses to such persons;
6. will not resell or redistribute Platform services without authorization;
7. have the unrestricted right to sell products in the jurisdiction from which you operate your business through the Website, the Platform, or the Content; and
8. are responsible for collecting and remitting all applicable taxes on your sales, including without limitation applicable sales taxes, HST/QST/GST/PST (as applicable).
9. if you connect a social media account to your store, you own that account or are authorized by its owner to manage it and to publish to it, and you will disconnect it if that authorization ends;
10. everything you schedule for publication to a connected social media account is your own User Content or content you are authorised to publish, complies with that platform’s terms of service and community guidelines, and complies with the laws that apply to advertising and marketing communications where you operate, including disclosure of paid or affiliate relationships; and
11. you are solely responsible for content published to your connected accounts, for responding to the social network and to the public about it, and for any consequences of that content on those platforms, including removal, restriction or loss of the account.

7. Shopper representations

If you are a Shopper, you represent, warrant, and covenant that you:

1. will use the Website, the Platform, or the Content only for lawful purposes and in accordance with these Terms of Use;
2. will provide accurate, current, and complete information when creating an account, making a purchase, or otherwise using the Website, the Platform, or the Content, including without limitation accurate shipping and payment information;
3. are solely responsible for evaluating and determining whether a product meets your needs before making a purchase;
4. will resolve any disputes regarding a purchase, including refunds, returns, or product quality, directly with the applicable Merchant in accordance with the Merchant’s return policy;
5. will not use the Website, the Platform, or the Content in any manner that could damage, disable, overburden, or impair the Website, the Platform, or the Content, or interfere with any other party’s use and enjoyment of the Website, the Platform, or the Content; and
6. will not engage in any fraudulent activity, including without limitation providing false information, disputing legitimate charges, or engaging in any form of payment fraud.

8. Privacy policies

Our privacy policy or policies (which may vary by jurisdiction) are available at https://alkemymarket.com/privacy. Your access to and/or use of the Website, the Platform and the Content is subject to the privacy policy applicable to you in your jurisdiction. You acknowledge that you have read such privacy policy, and you hereby consent to the collection, use, and disclosure of your personal information (which may also be referred to as your “personal data”, or similar, depending on the policy) for the purposes therein identified. You also grant us permission to anonymize or combine your personal information, if any, with that of others in a way that does not identify you or any individual personally for any business reason in our sole discretion, including without limitation to improve the Website, the Platform or the Content.

Merchants own their customer data, order history, and product catalog. Merchants may export their complete data set at any time through the Platform’s export tools. There are no fees for data export and no restrictions on frequency.

9. License to use

Subject to your compliance with these Terms of Use, we grant you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Website, the Platform and Content. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Website, the Platform and the Content as provided by Alkemy, in the manner permitted by these Terms of Use.

10. Alkemy service limitations

In addition to the set-up and operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Website, the Platform or the Content.

• Service Area — The Website, the Platform and the Content are currently configured for use in Canada only, and are not intended for use outside of Canada.
• Service Interruptions — The Website, the Platform and the Content can be interrupted for any reason that disrupts internet access, including in the event of:
  • electrical power outages
  • natural disasters
  • electronic interference
  • an outage affecting the data transport service
  • failure of originating or terminating access lines
  • network congestion and/or reduced routing speed of our network or another network (for example, due to spikes in traffic volume), causing failed requests, errors, or unexpected response times
  • compatibility issues
  • equipment failures relating to your equipment or our equipment, including, hardware or software failures or misconfiguration affecting us, our offices, data centers, and/or any of our service providers

Scheduled publishing depends on the availability of the social media platforms you connect and on the permissions they grant. We will attempt to publish at the time you choose and will tell you if a post could not be delivered, but we do not guarantee that a post will be published at an exact time, that it will not be delayed, removed or restricted by the platform, or that it will reach any particular audience. Each social media platform may limit how often you can post, may change or withdraw its services at any time, and may revoke our access; if it does, we will tell you, and any scheduled posts to that account will not be published until you reconnect it.

11. Acknowledgements

12. International users

The Website, the Platform and the Content are controlled and operated within Canada and are not intended for use outside of Canada. You are hereby prohibited from accessing or using the Website, the Platform or the Content from any territory where the Website, the Platform or the Content (or any portion thereof), is illegal. If you choose to access the Website, the Platform or the Content from a location outside of Canada, you do so at your own risk and you are solely responsible for compliance with applicable laws, rules and regulations, including export laws and any regulations and local laws regarding online conduct and content.

13. Information and profile

If you opt to use the Website, the Platform or any of the Content, you agree to provide accurate, current and complete personal information about yourself or others as required, and to promptly correct, update, or complete this personal information as required. You acknowledge and agree that you have obtained or will obtain on a timely basis any and all consents required for us to collect, use and disclose personal information pursuant to our privacy policy or policies noted above. You acknowledge and agree that we will have no liability associated with or arising from your failure to obtain appropriate consents from others for such collection, use or disclosure of their personal information, or the failure to maintain and update personal information, including but not limited to your failure to receive any information with respect to the Website, the Platform or any of the Content.

You agree and authorize us to take any necessary steps in order to verify the personal information you provide. If there are reasonable grounds to suspect any or all of the information you provide is inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your current and future access to and use of the Website, the Platform and the Content.

You agree that we may rely on the information you provide to send you information and notices regarding the Website, the Platform and/or the Content. If you register for any of our mailing lists, you agree that we may email you newsletters and promotional material. You may unsubscribe from the newsletters and other promotional material by following the unsubscribe link contained in such emails.

If you create an account or profile on the Website, the Platform or the Content (a “Profile”):

1. you agree to use your legal name and, as applicable, your legal business name;
2. if required to upload a photograph of yourself on your Profile, you agree to ensure it is up-to-date and generally reflects how you currently appear;
3. you are solely responsible for your Profile, including without limitation the confidentiality and security of your Profile and all passwords related to your Profile, and any and all activities that occur under your Profile, including all activities of any persons who gain access to your Profile with or without your permission;
4. you agree not to share access to your Profile with anyone else; and
5. you agree to immediately notify us of any unauthorized use of your Profile or any other breach of security with respect to your Profile, and you agree to provide assistance to us, as requested, to remedy any breach of security related to your Profile.

14. Access

Certain areas of the Website, the Platform or the Content (including without limitation any areas reserved for those who have created a Profile) may be restricted from access by you at any time, for any reason, without notice to you, in our sole and absolute discretion.

15. Conduct

You must comply with all applicable laws and regulations, and take all other required and appropriate actions in connection with your use of the Website, the Platform and the Content.

You agree not to do any of the following:

1. use the Website, the Platform or the Content for any illegal purpose in violation of any applicable municipal, provincial, territorial, federal or international law;
2. use the Website, the Platform or the Content in a way that could harm, damage, or disrupt the Website, the Platform, the Content, our goods/services, or our business;
3. use the Website, the Platform or the Content in a way that would adversely impact use of the Website, the Platform or the Content by other Users;
4. message, submit, upload, request, deliver, provide, or transmit any text, graphics, images, messages, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of privacy; (ii) violates or constitutes any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is unlawful, abusive, tortious, pornographic, libelous, defamatory, obscene, pornographic, hateful, vulgar, offensive or racially or ethnically objectionable; (iv) promotes discrimination, exploitation, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent, abusive, or threatening, or promotes violence, harassment, or actions that are threatening to any living thing; or (vi) promotes illegal or harmful activities or substances;
5. collect, use, disclose, or store personal information about any other individuals without their consent;
6. upload or otherwise disseminate any computer viruses, malware, or software that may damage the property of another;
7. reverse engineer, or attempt to reverse engineer or disassemble any Content;
8. use the Website, the Platform or the Content for any purpose for which it is not designed or intended, including without limitation any advertising or marketing purposes (other than listing products for sale and using the marketing tools we make available on the Platform, including scheduled social media publishing, product buy links and advertising assets, in accordance with these Terms and applicable law) or for the sale of prohibited, illegal, or counterfeit goods;
9. act as agent for Alkemy, or bind or make any representations on behalf of Alkemy (including with respect to any fees or other requirements provided or set by Alkemy from time to time);
10. violate the security of the Website, the Platform or the Content through any unauthorized access, circumvention of encryption or other security tools, rate limits, or access controls, data mining or interference to any host, user or network;
11. violate any applicable law or regulation or any person’s legal rights; or
12. encourage or enable any other individual or other person to do any of the foregoing.

You are responsible for the User Content you provide on the Website, the Platform or the Content, including product listings, storefront content, and images, and you agree to act professionally and responsibly in your interactions with, and fulfil the commitments you make to, other Users of the Website, the Platform or the Content.

We reserve the right to delete or remove any User Content that may breach these Terms of Use, and to remove, suspend, or block any User or Profile that engages in any breach of applicable law or these Terms of Use, or that otherwise does not meet our service requirements.

If you believe that another User has violated these Terms of Use, abused the Website, the Platform or the Content, or otherwise acted inappropriately, you may report the User to us at hello@illuredesign.xyz. We reserve the right, but assume no obligation, to investigate and take appropriate action in response to such reports. Regardless of our action or inaction, in no event will we be liable for the acts or omissions of any User or any third party.

We reserve the right to investigate and prosecute violations of any and all reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

Without limiting the foregoing, you acknowledge that we have the right, but not the obligation, at any time and without prior notice, to monitor access to or use of the Website, the Platform or the Content, to access, review, preserve and disclose any User Content, or to remove or disable access to any User Content, if we believe in good faith that it is reasonably necessary: (i) to comply with any law or regulation or satisfy any legal process or governmental request (for example, a subpoena, warrant, order or other requirement of a court, administrative agency or other governmental body); (ii) to respond to claims asserted against us; (iii) to enforce and to ensure a User’s compliance with the Terms of Use, including the investigation of potential violations; (iv) to conduct risk assessments, and prevent, detect and investigate incidents of fraud, security and technical issues; (v) to protect our rights, property or safety, or that of our Users or members of the public; and (vi) for the purpose of operating and improving the Website, the Platform and/or the Content (including for customer support purposes).

You agree to cooperate with and assist us or our representative in good faith, in any such investigations, including by providing us with such information as we may reasonably request.

16. Intellectual property

The Website, the Platform, the Content, and any portion thereof, are protected by copyright, trademark, trade secret and other proprietary and intellectual property rights and laws. Such laws may be violated by unauthorized access and/or use of the Website, the Platform or the Content. Users of the Website, the Platform or the Content are solely responsible for ensuring that they comply with any applicable intellectual property laws, including without limitation copyright, trademark, and patent laws. We do not grant any license or other authorization to you under or to any of our trademarks or other copyrightable material or other intellectual property, unless we otherwise expressly agree in writing. Except as expressly provided in these Terms of Use, the Website, the Platform and the Content may not be copied, reproduced, distributed, posted, downloaded, displayed, presented, transmitted, republished, modified, or otherwise exploited or used in any form or by any means without our prior express written consent.

For information about obtaining consent to use any Content, please contact us at hello@illuredesign.xyz.

Your User Content (including any product listings, storefront content, and photographs) must be your own, or authorized by the third party owner of that User Content, and must not infringe on or violate any third party’s rights. By sharing User Content on the Website or the Platform, including without limitation by posting text, images, or videos to the Website or the Platform, you agree that you are the author of that User Content, or that you have the express right to post it to the Website and/or the Platform (as applicable), and you agree to irrevocably waive and release all moral rights or similar rights that may exist in that User Content, and you grant us the non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable right to use, host, reproduce, adapt, publish, translate and distribute it in any and all media. Where you schedule User Content for publication to a social media account you have connected, you instruct us to transmit that User Content to that platform on your behalf, and you grant us the right to store, reproduce, resize, transcode and transmit it for that purpose. Once published, that content is also governed by the platform’s own terms, including any licence you granted the platform when you opened your account there.

Names, words, logos, designs, graphics, titles, phrases, trademarks and the like displayed on the Website, or the Platform or in the Content may constitute our registered or unregistered trademarks, or that of third parties that have granted us a license to use such marks.

For information about obtaining consent to use such trademarks, contact us at hello@illuredesign.xyz.

17. Third party content and services

We are not responsible for and do not endorse, authorize, approve, certify, maintain, or control the content of any third party goods or services that may be referred to in, used by, or linked to, the Website, the Platform or the Content. We do not make any representation or warranty of any kind, express or implied, regarding any third party goods or services, including, without limitation: (i) any representation or warranty regarding the legality, use, accuracy, currency, reliability, completeness, efficacy, timeliness, applicability, performance, security, or availability of any information or content on or in such third party goods or services, including goods and products provided by a Merchant; (ii) any representation, warranty or condition regarding the merchantability and fitness for a particular purpose of any third party goods or services including goods and products provided by a Merchant; or (iii) any representation or warranty that the operation of such third party goods or services will be uninterrupted or error free, that defects or errors in such third party goods or services will be corrected, or that such third party goods or services will be free from viruses or other harmful components. This includes the social media platforms you may connect to your store: we are not responsible for their availability, their policies, changes to their services, or any decision they make about your account or your content.

We are not responsible or liable for any loss or damage caused as a result of your use of any third party goods or services referred to in, provided through, used by, or linked to, the Website, the Platform or the Content including goods and products provided by a Merchant, nor are we responsible for the privacy practices of such third parties.

18. Feedback

We may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the Website, the Platform and the Content (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide to us in any way, including in future modifications of the Website, the Platform, the Content, and/or advertising and promotional materials relating thereto. You hereby grant to us a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create material enhancements or improvements from, distribute and display the Feedback in any manner and for any purpose.

19. Disclaimers

Your use of the Website, the Platform and the Content is at your own risk. The Website, the Platform and the Content are provided “as is”, without warranties or conditions of any kind, whether express or implied. To the fullest extent possible under applicable law, we disclaim all warranties and conditions, whether express or implied, statutory or otherwise, including without limitation implied warranties or conditions of merchantability and fitness for a particular purpose or use and warranties or conditions of title, non-infringement or other non-violations of rights.

We do not warrant or make any other representations regarding the use, accuracy, currency, completeness, timeliness, efficacy, applicability, performance, security, availability or reliability of the Content, the Website, the Platform, the results from use of the Website, the Platform or the Content, or otherwise regarding the Content or the information, content, or other subject matter on any websites linked on the Website, the Platform or the Content. We are not responsible or liable for any false or misleading statements made by any User of the Website, the Platform, or the Content. We do not guarantee specific sales outcomes, or that the Platform will meet all of your requirements.

Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Alkemy. Alkemy is not responsible nor liable for workers’ compensation or any tax payment or withholding, including without limitation applicable sales taxes, HST/QST/GST/PST (as applicable), unemployment or employment insurance, Canada Pension Plan, disability insurance, or other applicable payroll withholdings in connection with your use of the Website, the Platform, or the Content.

Unless otherwise expressly stated, nothing contained on the Website, the Platform or the Content shall be construed as providing advice to you.

20. Limitation of liability

Under no circumstances shall we (including our affiliates, officers, directors, employees, agents, and successors) be liable to you or to any third party for any indirect, general, special, consequential, incidental, compensatory (whether expectation or consequential), liquidated, pecuniary, punitive, aggravated, or nominal damages or losses, or any other damages or losses of any kind whatsoever, including without limitation damages relating to negligence; telecommunication failures; Website, Platform or Content maintenance; internet delays or limitations; errors, mistakes, or omissions or inaccuracies in the Content; loss; corruption; security or theft of data; viruses; spyware; lost revenue or profits; lost or damaged data; or economic loss; regardless of the cause of action, arising directly or indirectly from the Website, the Platform or the Content, including without limitation the access or use of, or the inability to access or use, any or all of the Website, the Platform or the Content. Notwithstanding anything to the contrary contained herein, our total liability to you for any direct damages arising from or related to these Terms of Use (for any cause whatsoever and regardless of the form of action) will at all times be limited to the fees you have paid to us in the preceding 12 months. The foregoing limitations shall apply to the fullest extent permitted by law in the applicable jurisdiction.

21. Indemnity

By accessing and/or using the Website, the Platform or the Content, you agree to indemnify, defend and hold harmless Alkemy and our affiliates, and Alkemy and our affiliates’ respective officers, directors, employees, agents, and successors (collectively, “Alkemy Parties”) from and against any liabilities, costs, demands, causes of action, damages and expenses (including reasonable legal fees and disbursements) (collectively, “Losses”) that may arise from your use of or inability to use the Website, the Platform or the Content, or those that are in any way related to your breach of any of the provisions of these Terms of Use. Without limiting the generality of the foregoing, such use or inability to use the Website, the Platform or the Content includes without limitation your sale, purchase, or participation in any transactions facilitated through the Website or the Platform and your ability or inability to complete such transactions or to receive payment for such transactions. If you are a Merchant selling goods or products to Shoppers that are facilitated through the Website or the Platform, you agree to indemnify, defend and hold harmless the Alkemy Parties for any Alkemy Party Losses relating to the sale of such goods or products, whether due to the Merchant’s error or otherwise.

You agree that, at our option, you will conduct the defense of any such claim or action; provided that, notwithstanding our election that you conduct the defense: (i) we may nevertheless participate in such defense or settlement negotiations and pay our own costs associated therewith; and (ii) you will not enter into any settlement or other compromise without our prior written approval (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action.

22. Warranties

You represent and warrant to us that:

1. you have the power and authority to accept and agree to these Terms of Use;
2. you own or control all of the rights necessary to grant the rights and licenses granted herein;
3. you will not violate any federal, provincial, territorial, or local laws, rules or regulations or infringe the rights of any third party, including, any intellectual property, privacy or publicity-related rights, in connection with your access to or use of the Website, the Platform and the Content;
4. the exercise by us of the rights granted by you hereunder will not cause us to violate any applicable laws, rules or regulations, to infringe the rights of any third party; and
5. all account information provided by you will be complete, accurate and up-to-date when provided, and updated as necessary to ensure that it remains complete, accurate and up-to-date.

23. Basis of the bargain

You acknowledge and agree that the warranty, disclaimers, and limitations of liability set forth above are essential elements of the basis of the bargain between us and you, and will survive and apply even if your remedies are found or alleged to have failed of their essential purpose.

24. Exclusions

Nothing in these Terms of Use is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages, or exclusion of liability for loss or damage from death or personal injury. Accordingly, only the above limitations in these Terms of Use that are lawful in your jurisdiction will apply to you, and our liability will be limited to the maximum extent required by law.

25. Dispute resolution

You agree to endeavour to resolve any dispute, claim or controversy arising out of or relating to these Terms of Use, or the Website, the Platform or the Content, by negotiations; however, if a dispute is not resolved by negotiation within 20 days of commencing negotiations, the dispute shall be submitted to arbitration by a single independent arbitrator who is acceptable to both you and us and whose expenses will be shared equally by you and us. The arbitration shall be held in Edmonton, Alberta. If we cannot agree on an arbitrator, the ADR Institute of Canada will appoint an arbitrator. The determination of the arbitrator will be conclusive, final and binding on you and us. The Arbitration Act (Alberta) or successor legislation will apply to the arbitration. Notwithstanding the foregoing, each party shall retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other proprietary or intellectual property rights.

26. Termination

We may terminate these Terms of Use, including any licenses contained or granted herein, at any time. Upon termination, you must cease to access and/or use the Website, the Platform and the Content. This includes, without limitation, the obligation to destroy all content, and all related documentation and all copies thereof, which you obtained from the Website, the Platform and the Content, whether under these Terms of Use or otherwise, and the obligation to take any additional or alternative reasonable steps that we may direct in respect of the termination. Upon account closure, we will retain your data for 30 days to allow for final exports, after which it will be permanently deleted from our systems. When your account is closed or your store is removed, we disconnect any connected social media accounts and delete the stored access tokens; posts already published remain on the platforms concerned.

27. Modifications and updates to the Website, the Platform and the Content

We reserve the right, in our sole discretion, to modify or discontinue offering the Website, the Platform and/or the Content, in whole or in part, including any webpage, or any features, functionality, tools or content thereof, at any time, for any reason or no reason, with or without notice to you. We also retain the right to impose limits on your use and storage of the Content at our sole discretion at any time without prior notice to you.

You agree that we have no obligation to provide any updates or to continue to provide or enable any particular features, functionality, tools or content, and will not be liable with respect to any such modifications, discontinuance or deletions.

28. Amendment

We may amend these Terms of Use at any time by posting new Terms of Use on the Website, the Platform, and, if applicable, certain of the Content. The amended Terms of Use shall automatically be effective when posted. We will notify Users of material changes via email at least 30 days before they take effect. We will post notice that the Terms of Use have been amended on the landing page of the Website, the main page of the Platform (and, if applicable, a main page of the relevant Content) for 30 days. The date of the version of these Terms of Use is stated at the top of the page. You agree to review such Terms of Use on a regular basis.

29. Electronic communications

When you visit the Website, the Platform or the Content (as applicable), or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website, the Platform, and, if applicable, certain of the Content. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

30. Severability

If any provision of these Terms of Use is held to be unenforceable, in whole or in part, by an applicable court of law, such holding will not affect the validity of the other provisions of the Terms of Use.

31. No waiver

At no time do we waive our rights to enforce any terms or conditions as set out in this Terms of Use, even if any provision of the Terms of Use have been previously breached or unenforced.

32. Governing law

These Terms of Use and the access to and use of the Website, the Platform and the Content shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to its conflict of law provisions. You agree to submit and attorn to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada.

33. Entire agreement

These Terms of Use, including our privacy policy or policies applicable to you, constitute the entire and exclusive understanding and agreement between you and us regarding your access to and use of the Website, the Platform and the Content and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and us and regarding the subject matter hereof.

34. Assignment

You may not assign, transfer, delegate or sublicense any of your rights or obligations under these Terms of Use, including by operation of law or merger or consolidation, without our express prior written consent, which may be granted or withheld in our sole discretion. Any attempted assignment, transfer, delegation or sublicense without the foregoing consent will be null and void. We may assign, transfer, delegate and/or sublicense our rights and obligations under these Terms of Use, in whole or in part, in our sole discretion, without restriction.

Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and assigns.

35. No agency

Except as otherwise expressly set forth herein, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

36. Survival of terms

Any provisions of these Terms of Use that contemplate performance or observance subsequent to the expiration or termination of these Terms of Use shall survive such expiration or termination.

37. Remedies

Except as expressly set forth in these Terms of Use, the exercise by a party of any of its remedies under the Terms of Use will be without prejudice to its other remedies available under contract, at law, in equity or otherwise.

38. Headings

The headings in these Terms of Use are for reference purposes only and do not limit or otherwise affect the meaning or interpretation of any of the provisions hereof.

39. Third-party beneficiaries

Except as otherwise expressly set forth herein, these Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

40. Contact us

For more information about these Terms of Use or any information or questions regarding the Website, the Platform or the Content, please contact us at hello@illuredesign.xyz.