PLEASE READ CAREFULLY.
Whereas the owners and operators (the “Owners”) of Trailmarkers.ca (the “Website”) have agreed to permit the organization operating the ecommerce store, or its authorized representatives (the “Vendor”) to operate an ecommerce store (the “Store”) on Trailmarkers.ca, therefore in consideration of the foregoing, the Vendor hereby covenants and agrees as follows:
As a Vendor or its authorized representative, you agree:
- To abide by all applicable laws, by-laws, ordinances and regulations governing the use of the Website, including data and consumer protection;
- To abide by all terms, rules and regulations governing this website as written herein;
- To abide by laws regarding taxation, and to collect and submit any taxes on the products and services in your Store as required by law;
- To not reproduce, display, or use in any manner any materials, devices, or processes that are the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right (referred to herein as a “Work”);
- To indemnify and save harmless the Owners against any and all claims, losses, liability and damages (including legal fees and expenses on a solicitor-and-client basis), costs, and other charges arising from or as a result of any unauthorized use of any such Work by the Vendor, its agents, representatives, employees and those for whom the vendor is responsible in law;
- To sell, promote or advertise only the products and services described in this agreement;
- The Owners reserve the right at its sole and absolute discretion to: (i) determine the eligibility of Vendors; (ii) reject or prohibit materials and or promotional activities that the Owners consider objectionable, inappropriate, disruptive or dangerous to the Owners, other Vendors, or the general public; (iii) change or modify the Website, including the design, layout or any other components as required; (iv) cancel, in whole or in part, the Website or its functionality at any time without any liability to the Owners.
- The Owners shall have the right, it its own discretion, to establish and amend or modify and regulations governing use of the Website or the Stores.
ASSIGNMENT AND SUBLETTING
- The Vendor shall not assign any rights or sublet Store space under this Agreement without the prior written permission of the Owners, which permission may be withheld or delayed in the Owners’ sole discretion.
- The Vendor agrees to indemnify and hold harmless the Owners against all claims, losses, liability, damages (including legal fees and expenses on a solicitor-and-client basis) of every kind.
LIABILITY AND INSURANCE
- It is the Vendor’s sole responsibility to obtain and maintain at its own expense a general liability insurance policy.
CANCELLATION AND TERMINATION
- The Vendor shall have the right to terminate this agreement or downsize the Vendor plan by notice in writing to be delivered to the Owners. All deposits/payments received by the Owners up to the date of notice of cancellation or downsize are non-refundable and non-transferable. In the event that the Vendor (i) fails to make payments in accordance with the agreed payment schedule; or (ii) fails to supply or ship products to customers, the Owners reserve the right to cancel this Agreement without notice and all rights of the Vendor hereunder shall cease and terminate. The Owners will retain any and all deposits/payments made by the Vendor or its customers as liquidated damages (and not as a penalty) for breach of this Agreement, without limiting the other rights the Owners may have.
- If the Vendor violates or breaches any other terms or conditions of this Agreement, all payments made by the Vendor and all amounts due the Owners shall be deemed earned by the Owners and all deposits received shall be non-refundable and non-transferable. The Vendor shall not be entitled to any offset or mitigation of the amount due under this Agreement as a result of the use of payment for the Store by another Vendor.
- Each covenant of the Vendor contained herein is material and of the essence of this Agreement and violation of any term or condition hereof by the Vendor shall be a default of the entire Agreement entitling the Owners to immediately and without notice revoke the privileges granted to the Vendor to make any claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof.
- In the event that (i) the Website, or the infrastructure upon which it is hosted on which the Store is located, or product storage location is destroyed or becomes unavailable; or (ii) the Owners are unable to permit the Vendor to operate the Store for any reason; or (iii) if the Website is cancelled or curtailed, or the product storage location is for any reasons beyond the control of the Owners, including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other Acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott, the Owners will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that the Vendor may suffer.
RELEASE AND INDEMNITY
- The Vendor expressly acknowledges, agrees and confirms that it assumes all liability and responsibility for any and all employees, agents, contractors, subcontractors, representatives or other persons for whom the Vendor is directly or indirectly responsible at law or otherwise (each of whom is herein called a “Responsible Person”) who may act on the Vendor’s behalf with respect to the Store.
- The Vendor hereby REMISES, RELEASES AND FOREVER DISCHARGES the Owners and each of its officers, directors, agents and employees of and from any and all manner of actions, causes of action, suits, proceedings, debts, costs, expenses, damages, claims, demands and liabilities of every nature and kind, whether by statute or otherwise at law or in equity, whether asserted or unasserted, which the Vendor or any Responsible Person, alone or together with others, may at any time have arising directly or indirectly from the Store or Website, including without limitation loss of or damage to property, injury to or death of persons, and economic losses directly or indirectly incurred as a result of the Website.
- The Vendor shall not make any claim or demand or commence or threaten to commence any proceeding in respect of any other matters which are the subject to this Agreement against any other person, firm, corporation or legal entity that might claim contribution or indemnity from the Owners.
- The Vendor shall INDEMNIFY AND HOLD HARMLESS the Owners and each of its directors, officers, agents and employees from and against any and all manner of actions, causes of action, suits, proceedings, debts, costs, expenses, damages, claims, demands and liabilities of every nature and kind, whether by statute or otherwise at law or in equity (including court costs on a solicitor-and-client basis) of whatever nature and kind which the Owners may sustain, incur or be put to by reason of or in any way arising out of the use of the Store, Website or inventory storage by the Vendor or any Responsible Person, including without limitation any actions in respect of loss or damage to property, injury to or death of persons, or economic losses, whether or not any such actions are reasonably foreseeable.
- The Vendor acknowledges that it has sought independent legal advice prior to agreeing to this Agreement or has been given the opportunity to obtain independent legal advice and, in its sole discretion, has waived its right to do so.
- If any provision hereof is deemed invalid, illegal or incapable of being in force by reason of any rule or law or equity, then such provision shall at the option of the Owners, be severed from and shall not affect any other provision contained herein, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and all other provisions hereof shall, nevertheless, remain in full force and effect.
- This Agreement and any and all rights, duties and obligations as between the parties to this Agreement shall be governed by and construed solely in accordance with the laws of British Columbia and not any other jurisdiction, and the Vendor agrees that any litigation arising from or in respect of, or involving the parties to, this Agreement shall be brought solely in and shall be within the exclusive jurisdiction of the courts of British Columbia.
- This agreement shall enure to the benefit of the Owners and its respective successors and assigns and it shall be effective and binding upon the Vendor and the Vendor’s successors and assigns.
BY APPLYING FOR AND SUBSEQUENTLY BEING ACCEPTED AS A VENDOR, YOU CONFIRM THAT YOU HAVE READ AND FULLY UNDERSTOOD THIS AGREEMENT, AND THAT YOU HAVE BEEN ADVISED, AND PROVIDED THE OPPORTUNITY, TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT AND HAVE EITHER DONE SO OR HAVE VOLUNTARILY WAIVED YOUR RIGHT TO DO SO.
DATED AS OF THE ACCEPTANCE DATE OF YOUR STORE APPLICATION BY THE NAME ON THE APPLICATION.