Terms and Conditions
TERMS OF SERVICE
Last updated: March 5th, 2018
“Shoplyst” is a trading name of Shoplyst.ca. registered as a company in Canada.
128 Provident Way, Hamilton, Ontario, L0R 1W0
- CONTRACTUAL RELATIONSHIP
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Shoplyst. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Shoplyst may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
You agree that Shoplyst reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services or Application at any time, and from time to time, effective upon posting of an updated version of this Agreement on the Website or Application or on the applicable Service(s). You are responsible for regularly reviewing the Terms. Continued use or access of the Service or Application after any such changes or posting shall constitute your consent to be bound by the Terms, as amended. If you do not agree to these Terms, you may not access and/or use the Services. These Terms expressly supersede prior agreements, understandings or arrangements with you. Shoplyst may immediately and without notice terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
- THE SERVICES
You will post in the appropriate category or area.
YOU ACKNOWLEDGE AND AGREE THAT SHOPLYST DOES NOT SELL ANY GOODS OR SERVICES. IT IS UP TO THE SELLERS AS INDEPENDENT CONTRACTORS WITH SHOPLYST TO OFFER SUCH GOODS & SERVICES, WHICH MAY BE SCHEDULED OR MADE AVAILABLE THROUGH USE OF THESE SERVICES. THESE INDEPENDENT THIRD PARTY CONTRACTORS ARE NOT EMPLOYED BY SHOPLYST OR ANY OF ITS AFFILIATES.
You should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with any person whom you do not personally know. BY USING THE SERVICES, YOU AGREE TO HOLD SHOPLYST FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY, LOSS OR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. SHOPLYST IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR THIRD PARTY PROVIDER, AND WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES OR GOODS PROVIDED BY ANY THIRD PARTY PROVIDER.
The Services and all rights therein are and shall remain Shoplyst’s property or the property of its licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except to the extent provided in the limited license expressly granted in this Agreement; or (ii) to use or reference in any manner Shoplyst’s company names, logos, product and service names, trademarks or services marks or those of Shoplyst’s licensors.
2.2 LINKS TO THIRD PARTY WEBSITES AND LINKING TO THE WEBSITE
- The Website/Services may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that Shoplysthas no control over such websites and is not responsible for the content or availability of any such websites.
- You may link to the Website’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
- You must not establish a link in such a way as to suggest any form of association, approval or endorsement by Shoplystwhere none exists.
- Shoplystreserves the right to withdraw linking permission without notice.
- YOUR USE OF THE SERVICES
3.1 USER ACCOUNTS
In order to use most aspects of the Services, you may have to register for and maintain an active personal user Services account (“Account”). By using the Services, you represent and warrant to Shoplyst that you have the right, authority, and capacity to enter into these Terms and abide by these Terms.
Account registration may require you to submit to Shoplyst certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Shoplyst’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Shoplyst in writing, you may only possess one Account.
Our charges related to our Services are posted on our Website at Shoplyst.ca and may be changed from time to time.
As long as you’re a Monthly Service Plan Member or have an outstanding balance with us, you’ll provide us with a valid payment source and authorize us to deduct the monthly charges against that payment source. You’ll replace the information for any payment source that expires with information for a different valid payment source. Anyone using a payment source represents and warrants that he or she is authorized to use that payment source, and that any and all charges may be billed to that payment source and won’t be rejected. If, for some reason, we’re unable to process your payment, we’ll try to contact you by email so you may provide us with an alternate payment source. Payment sources include Credit-Cards, PayPal or any other means which We deem acceptable. Failure to perform payment shall construe as material breach of this Agreement.
3.2 USER CONDUCT
Your participation in using the Services is for your sole, personal use. You may not authorize others to use your User Status, and you may not assign or otherwise transfer your Account to any other person or entity. When using the Application or Service you agree to comply with all applicable laws from your home nation, the country, state and city in which you are present while using the Application or Services. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
You are responsible for obtaining the data network access necessary to use the Services, and may only access the Services using authorized means. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Shoplyst does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
By using the Services, you agree that you will use the Website for lawful purposes only and not:
- In any way that breaches any applicable local, national or international law or regulation;
- In a way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- For the purposes of harming or attempting to harm any person, business or entity in anyway;
- To undermine the purpose and provision of Services;
- To gain a competitive advantage over any businesses in your sector;
- To act in competition with the Services;
- To violate the privacy of others;
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of solicitation;
- To reverse engineer, decompile, dissemble, decipher or otherwise derive the code used on the Website;
- To use any robot, spider, scraper, or other automated means to access the Website; or
- To reproduce, duplicate, copy, sub-licence, broadcast, distribute, sell, re-brand or re-sell any part of the Website (without Shoplyst’s express consent).
You may not (i) license, sublicense, sell, resell, transfer, assign, distribute, stream, broadcast, lease, publicly display, publicly perform, transmit, or otherwise exploit or make available the Services in any way, except as expressly permitted to you in writing by Shoplyst; (ii) reproduce, modify, make or prepare derivative works based upon, the Services; (iii) link to, frame or mirror any portion of the Services; (iv) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (v) remove any copyright, trademark or other proprietary notices from any portion of the Services; (vi) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any Application, or (c) copy any ideas, features, functions or graphics of any Application; (vii) cause or launch any program or script for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services (including, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second), or unduly burdening or hindering the operation and/or performance or functionality of any aspect of the Services or Application; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
You may not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or (iv) interfere with or disrupt the integrity or performance of the Services or Application or the data contained therein.
Company will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Company may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that Company has no obligation to monitor your access to or use of the Services, Application or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Services and Application, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Company, at its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Service or Application.
3.4 INTERNATIONAL USE
You agree to comply with all applicable laws regarding the transmission of technical data exported from the Canada, the United States of America or the country in which you reside (if different) and with all local laws and rules regarding acceptable use of and conduct on the Internet.
- LICENSE GRANT, RESTRICTIONS AND COPYRIGHT POLICY
4.1 LICENSES GRANTED BY COMPANY TO COMPANY CONTENT AND USER CONTENT
Subject to your compliance with these Terms, Shoplyst grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license: (i) to access and use Shoplyst Content on your personal device solely for your personal and non-commercial use of the Services; and (ii) to access any User Content to which you are permitted access through the Services solely for your personal and non-commercial use of the Services.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, Application or Collective Content, except as expressly permitted in this Agreement. Any rights not expressly granted in these Terms are reserved by Shoplyst and Shoplyst’s licensors.
4.2 USER PROVIDED CONTENT; LICENSE GRANTED BY USER
We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content. Any User Content provided by you remains your property. However, by making available any User Content through the Services, you hereby grant to Shoplyst a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, create derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Shoplyst’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases that are necessary to grant to Shoplyst the license and rights in such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission, transmittal or making available of the User Content or Shoplyst’s use of the User Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate any third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Shoplyst in its sole discretion, whether or not such material may be protected by law. Shoplyst may, but shall not be obligated to, review, monitor, or remove User Content, in Shoplyst’s sole discretion and at any time and for any reason, without notice to you.
Shoplyst will not use User Content for any illegal activity.
Sharing information with and registration on social media sites: We may offer sign-on Services that enable you to access the Website or related websites with your login credentials. We can also offer Services that enable you to share information with third party social media websites, such as Facebook, Google Plus and Twitter.
4.3 INTELLECTUAL PROPERTY OWNERSHIP
Shoplyst alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services, the Application and the Website and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, Website or Application. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, Website or Application, or any intellectual property rights owned by Shoplyst. Shoplyst name, Shoplyst logo, and the product names associated with the Services, Website and Application, are trademarks of Shoplyst or third parties, and no right or license is granted to use them.
- DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
5.1 DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHOPLYST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, SHOPLYST MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SHOPLYST DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES INCLUDING THE WEBSITE OR APPLICATION WILL BE SECURE OR TIMELY OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) THE SERVICE OR APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE OR APPLICATION WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHOPLYST MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, ABILITY, SUITABILITY OR AVAILABILITY OF THIRD PARTY PROVIDERS, OR OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5.2 INTERNET DELAYS AND ACCESS TO THE WEBSITE
SHOPLYST’S WEBSITE AND APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SHOPLYST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Shoplyst does not guarantee that the Website or any content contained on the Website will always be available or be uninterrupted.
- You are responsible for making all arrangements necessary for you to have access to the Website.
- Your access to the Website is permitted on a temporary basis only.
- Shoplyst may suspend, withdraw, discontinue or change all or any part of the Website without notice to you.
- Shoplyst will not be liable to you for any reason if the Website is unavailable at any time or for any period.
5.3 DISCLAIMERS AND LIMITATION OF LIABILITY
- Use of the Website/Services is at your own risk. The Website/Services are provided on an “AS IS” and “AS AVAILABLE” basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
- To the extent permitted by law, Shoplyst will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website/Services.
- Whilst Shoplyst makes reasonable efforts to ensure that all information it provides is accurate, Shoplyst makes no warranty that the Website/Services will meet your requirements, that the Content will be accurate or reliable, that the functionality of the Website/Services will be uninterrupted or error free, that defects will be corrected or that the Website/Services or the server that makes them available are free of viruses or anything else that may be harmful or destructive.
- Shoplyst will not be liable to you for any loss suffered (even if such loss is foreseeable) in relation to your use or inability to use the Website, any inaccuracies or delays on the Website or any reliance by you on content contained on the Website.
- Nothing in these Terms and Conditions shall affect your statutory rights as a consumer.
- Whilst every effort is made to verify statements and information submitted by the public and Shoplyst members, the information compiled by Shoplyst is based on information supplied by various individuals and businesses, it does not represent the views of Shoplyst and Shoplyst cannot be held responsible for any omissions or inaccurate claims that may appear.
- Users of the service do hereby represent, understand and expressly agree that Shoplyst does not make any warranty or guarantee over the quality, timing, integrity, responsibility, legality or any other aspect whatsoever of the materials or services offered or delivered by its members to their customers.
- You hereby expressly agree not to hold Shoplyst(or Shoplyst‘s agents, representatives, advertisers or employees) liable for any instruction, advice or services delivered which originated through the website or associated Services and Shoplyst expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
5.4 UPLOADING CONTENT TO THE WEBSITE
- As a User, you may be permitted to upload content to the Website. Where you upload content to the Website you must ensure that all content uploaded:
- Is accurate, true, up to date, genuine and not misleading;
- Is relevant and appropriate;
- Complies with applicable law in Canada, the United States of America and in any country from which the content is posted or viewed and does not promote illegal activity;
- Does not contain material which is or potentially could be defamatory, obscene, aggressive, offensive, hateful, inflammatory or rude;
- Does not infringe the copyright or any intellectual property rights of any person and where such content relates to an image, you must ensure that all necessary consents and authorisations have been obtained;
- Does not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Does not relate to the services provided by Shoplyst;
- Does not have the purpose or effect of advertising, discussing or commenting on third party businesses who are not a Member;
- Is not threatening, abusive or invades others privacy or causes annoyance, inconvenience or needless anxiety;
- Does not impersonate any person or misrepresent identities or affiliations; or
- Does not give the impression that it emanates from Shoplyst (if this is not the case).
- Where content you upload does not comply with the Content Standards or requires clarification, Shoplyst may contact you for further information, before publishing such content.
- You warrant that all content you upload shall comply with the Content Standards, and you agree to indemnify Shoplyst for any loss Shoplyst suffers as a result of your failure to comply with the Content Standards.
- Shoplyst will not be responsible, or liable to any third party, for the content or accuracy of any content uploaded by you to the Website.
- Shoplyst reserves the right to remove or withhold any content at any time which it considers fails to adhere with the Content Standards set out in clause 5.4(I).
- Shoplyst reserves the right to edit content you upload to amend spelling, grammar, punctuation, length, for the purposes of clarity and to ensure that the content can comply with the Content Standards.
- Shoplyst reserves the right to remove content at any time if we feel it does not comply with our brand mission.
By entering into this Agreement and using the Website or Application, you agree to indemnify and hold Shoplyst, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your use or misuse of the Services or services or goods obtained through your use of the Services; (b) your violation or breach of any of these Terms or any applicable law or regulation, whether or not referenced herein; (c) Shoplyst’s use of your User Content; or (d) your violation of any rights of any third party, including Third Party Providers.
5.6 SHOPLYST’S RIGHTS
- Shoplyst will determine at its discretion, whether you have failed to comply with these Terms and Conditions. Failure to comply with these Terms and Conditions constitutes a material breach and may result in Shoplyst:
- Temporarily or permanently withdraw your access to the Website;
- Commence legal proceedings against you for your actions;
- Disclose necessary information to law enforcement authorities.
If any of these Terms and Conditions should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
Shoplyst may give notice by means of a notice on the Services, electronic mail to your email address on record in Shoplyst’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Shoplyst’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Shoplyst (such notice shall be deemed given when received by Shoplyst) at any time by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Shoplyst at its registered address above.
- GENERAL PROVISIONS
6.1 GOVERNING LAW
These Terms and Conditions shall be governed by and construed in accordance with the law of Canada and you hereby submit to the exclusive jurisdiction to the courts of Canada.
You may not assign these Terms without Shoplyst’s prior written approval. Shoplyst may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Shoplyst’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
No joint venture, partnership, employment, or agency relationship exists between you, Shoplyst or any Third Party Provider as a result of this Agreement or use of the Services or Application. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Shoplyst to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Shoplyst in writing. This Agreement comprises the entire agreement between you and Shoplyst and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.