General Terms and Conditions
We License the use of Our Platform to You on the basis of these General Terms.
The words or phrases following have certain meanings:
a) Agreement means this agreement with Shopchums, which includes all terms and conditions herein;
b) Account means an account that is created when a person or entity completes a registration in its entirety on Shopchums, and includes a separate contemporaneous agreement by that person or entity to abide by Shopchums General Terms, and further agreement by a registrant to other terms as Shopchums may require, for participation in a specific Shopchums program;
c) Business means any person or entity on the Platform operating any type of business, including all types of retailers, wholesalers, distributors, manufacturers, etc. and offering and selling products in all categories and subcategories, who:
d) GDPR means the General Data Protection Regulation 2016/679;
e) General Terms means the Terms and conditions herein, and includes the terms and conditions in the items listed in paragraph 1.4 herein;
f) Handle name means a nick name that an individual person may choose to retain anonymity. Note: If an entity operates as a business, the business name must be used (i.e., use of a Handle name for a business is not permitted);
g) License means the right to use this Platform for purposes intended herein;
h) PIPEDA means the Personal Information Protection and Electronic Documents Act;
i) Platform means www.shopchums.com, and the Shopchums IOS and Android mobile applications, or the Shopchums App, and where Tags, Shopcasts, and other communications are displayed. Product sales do not take place on the Platform;
j) Service or Services means and includes the ability for Shoppers to create Tags 24/7, the ability for Businesses to receive and respond to Shoppers’ Tags of interest 24/7, the ability for Businesses to create Shopcasts 24/7, the ability for Shoppers to communicate with other Shoppers about their Tags, and the ability for both Businesses and Shoppers to publish social, shopping and product information Content on the Platform;
k) Shopcast means a live event on the Platform, which a Business can create to offer and sell a specific product in a Business selected specific market anywhere at any local time, and to which the Platform will automatically and immediately invite all Shoppers on the Platform, in the Business selected market, who have current active Tags for that specific product. As soon as the Business posts a Shopcast on the Platform, the Platform will automatically send invitations to the aforementioned Shoppers, with further Platform automated reminders to those Shoppers 15 minutes prior to the Business selected time for the Shopcast;
l) Shopchums means the Shopchums website, and the Shopchums IOS and Android mobile applications;
m) Shopper means any person or entity having an Account on Shopchums, who has created a Tag for a product on the Platform and which specifies if the Shopper either wants to buy the product online, or in a specific geographic location, or wants to choose both. Shoppers who are individual persons are encouraged to use a Handle name;
n) Tag means any post on the Platform created by a Shopper who wants to find and buy a certain product;
o) You, Your, Users all mean persons or entities registered on and having an Account on Shopchums, and in respective contexts, includes Businesses and Shoppers;
p) We, Us, Our all mean Shopchums.
1.1. The provisions set out in these General Terms govern Your access to and use of Our Platform and constitute a legally binding Agreement between You and Us. We may, without prior notice, change these General Terms from time to time and if We deem it necessary, We shall notify You accordingly. If You do not agree to these General Terms at the time of registration, or after any revisions thereto from time to time, You must not use Our Platform.
1.2. Subject to You agreeing to abide by these General Terms, We hereby grant to You a revocable, non-exclusive and non-transferable Licence to use Our Platform.
1.3. By registering for an Account, which requires You to provide Us with certain mandatory information to successfully register on and use Our Platform, You agree and acknowledge that:
1.3.1. You have read these General Terms and agree to be bound by and comply with them; and
1.3.2. You shall ensure that all Users of Your Account abide by these General Terms.
1.4. These General Terms include the following items;
1.4.4. Our GDPR Compliance Statement;
1.4.5. Our Business Terms;
1.4.6. Our Shopper Terms;
1.4.7. Our Income Program Terms;
1.4.8. Our End User License Agreement.
1.5. You are responsible for maintaining the confidentiality of Your Account and You are responsible for all activities that occur in Your Account. You agree that all actions carried out by any person on Your Account shall be deemed to be an act carried out by You, and You shall ensure that all persons who have access to and use Your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of Your Account, nor for any actions by any persons You may authorize to Use Your account.
1.6. We reserve the right to, without any notice, explanation or liability, and in Our sole discretion, deny You access to or suspend Your use of Our Platform or Your Account at any time, or remove or edit Content (including content submitted by You) on Our Platform.
1.7. We reserve the right, without notice at any time, to change, modify, suspend or discontinue any portion of the Services, Our Platform or any other products, (including social media pages), and/or other aspects of the Platform. You agree that access to or operation of the Platform may from time to time be interrupted by technical difficulties.
2.Shopchums General Services
The Shopchums Platform provides Shoppers and Businesses the opportunity to create profiles, about and from which Users are encouraged to share information, create Tags, create offers in response to Tags, create Shopcasts, create Content, follow other Shoppers and Businesses, etc., at their own initiative.
3.Use Standards and Restrictions
3.1. Shoppers and Businesses shall comply with all applicable laws and regulations. Failure to comply may result in termination of Your access to the Platform and Shopchums generally.
3.2. You may not use Our Platform:
3.2.1. that in any way that breaches any applicable local or international laws or regulations;
3.2.2. that in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
3.2.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with Our Content standards as set out in these General Terms, as may be amended from time to time;
3.2.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
3.3. To not reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of Our Platform or any of the contents for any purposes other than intended herein;
3.4. Except as expressly set out in this Agreement or as may be permitted by any applicable law, You undertake:
3.4.1. to not disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of Our Platform nor attempt to do any such thing, nor reproduce, display or otherwise provide access to the Services, Our Platform, or any of the contents therein, using framing, mirroring, linking, spidering, scraping or any other technological means;
3.4.2. to not provide nor otherwise make available Our Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior express written consent from Us;
3.4.3. to not make any copy or copies of Our Platform or any portion thereof in any form or on any medium, unless You have Our prior express written consent;
3.4.4. to comply with all applicable technology control or export laws and regulations; and
3.4.5. to not in any way disrupt, disable, or otherwise impair the proper working of the Services, Our Platform or Our servers, through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming or any other such or similar activity;
4.Products and Content Restrictions
4.1. Making Tags for and/or offering and selling of any of the following is prohibited on the Shopchums Platform:
4.1.1. Body parts and fluids;
4.1.2. Documents, currency, and financial instruments;
4.1.3. Hazardous goods and materials;
4.1.4. Human exploitation and sexual services;
4.1.5. Hazardous goods and materials;
4.1.6. Illegal drugs and drug paraphernalia;
4.1.7. Recalled products;
4.1.8. Stolen products;
4.1.9. Counterfeit products;
4.1.11. Weapons and ammunition, except in jurisdictions where legally permitted;
4.2. Content means all content provided and published by Users on the Platform, and includes any statements, declarations, information or images of any kind (“Content”). Content must not:
4.2.1. wrongfully discriminate or suggest a preference for or against people based on a personal characteristic, included but not limited to, race, ethnicity, colour, national origin, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, or medical or genetic condition. Information must comply with all applicable laws prohibiting discrimination. This includes but is not limited to discrimination for housing information;
4.2.2. include or otherwise promote the buying, selling or facilitation of online gambling for money or money's worth, including digital currencies. Online gambling includes gaming, betting, lotteries, raffles, casino, fantasy sports, bingo, poker and sweepstakes in an online environment;
4.2.3. include or otherwise promote job opportunities;
4.2.4. infringe upon or violate the intellectual property rights, including copyright or trademark, of any third party.
4.3. If You repeatedly post Content that violates these General Terms, We may take additional action against You, as We deem necessary. We reserve the right to reject, approve or remove any information posted by You at any time, at Our sole discretion.
5.1.You acknowledge that all intellectual property rights in or on Our Platform anywhere in the world belong to Us, that rights in or on Our Platform are Licensed (not sold) to You, and that You have no rights in, or to, Our Platform, other than the right to use it in accordance with these General Terms.
5.2. Any intellectual property rights in Content uploaded by You to Our Platform shall continue to belong to You. You agree that You grant Us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property on Our Platform, for promotional purposes, internal administrative purposes, and any other purposes set out in these General Terms, including for the purpose of improving the Services and Our responses to Users of the Platform.
5.3. You acknowledge that You have no right to have access to Our Platform in source code form.
5.4. You must not modify any paper or digital copies of any materials from Our Platform. If You print or download from Our Platform in any way. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
5.5. Our status (and that of any identified contributors) as the authors of content on Our Platform must always be acknowledged.
5.6. You must not use any part of the content on Our Platform for purposes not specified on Our Platform, without first obtaining a licence to do so from Us.
6.1. We make Our Services and Platform available on an “as is” basis, unless otherwise specified by Us in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing.
6.2. On Our Platform, You may communicate with third parties. We do not make any warranties, express or implied, as to the qualifications, quality, suitability, fitness for purpose, completeness or correctness of any third-party information on the Platform.
6.3. You acknowledge that third parties are not Our agents or employees and all third parties are solely responsible for their content. No third Party is authorized to make any statement or representation for Us or on Our behalf.
6.4. To the full extent permissible by law, We disclaim all warranties, express or implied, relating to Our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, Our Platform, any content thereon, or electronic communications sent by Us are free of viruses or other harmful components.
7.Limitation of Liability
7.1. We are not liable for the completeness, accuracy or correctness of any information uploaded on Our Platform and/or Content provided by others. You expressly agree that Your use of the Services and Our Platform is at Your sole risk.
7.2. We will not assist with dispute resolution between You and any third party and We are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, You are responsible for contacting the relevant third party directly. Without prejudice to the foregoing, We remain entitled at all times to investigate, at Our sole discretion, any complaint regarding the use of Our Platform or any suspected unlawful activity and to take any action that We deem appropriate, including filing a report We may at Our discretion deem necessary, with any appropriate authorities.
7.3. We have no liability to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these General Terms (including but not limited to the use of, or inability to use, the Services or Our Platform):
7.3.1. loss of commissions, profits, sales, business, or revenue;
7.3.2. business interruption;
7.3.3. loss of anticipated savings;
7.3.4. loss or corruption of data or information;
7.3.5. loss of business opportunity, goodwill or reputation; or
7.3.6. any other indirect or consequential loss or damage.
7.4. Nothing in these General Terms shall limit or exclude Our liability, for matters in respect of which We are prohibited from limiting or excluding our liability under applicable law, including:
7.4.1. business interruption;
7.4.2. loss of anticipated savings;
7.4.3. death or personal injury resulting from Our negligence;
You agree to indemnify and hold Us, Our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of Your act, default, or omission, related to Your use of Our Platform, Services, and/or any websites or software in relation thereto or otherwise, including any breach by You of these General Terms or any laws or regulations or otherwise.
9.Assumption of Risk
You acknowledge and agree that any information posted on Our Platform is not intended to create any fiduciary relationship between You and Us. You further agree that Your use of the Platform is entirely at Your own risk. We do not assume any responsibility or liability for any products offered by anyone on the Platform, nor for any advice, or other information given on the Platform.
We may terminate this Agreement with You at any time for any reason, with or without cause. We specifically reserve the right to terminate this Agreement if You violate any of the General Terms outlined herein, including, but not limited to, violating the intellectual property rights of Us or a third party, failing to comply with applicable laws or other legal obligations in any jurisdiction, and/or publishing or distributing illegal material. At the termination of this Agreement, any provisions that might be expected to survive termination by their nature shall remain in full force and effect.
11. Service interruption
We may need to interrupt Your access to the Platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Platform may be affected by unanticipated or unscheduled downtime, for any reason, but that We shall have no liability for any damage or loss caused as a result of such downtime.
12.1. No party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
12.2. In the event that a party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, Shopchums may, in its sole discretion, determine fair and reasonable fees as may be applicable for all Services provided up to the date of termination. Such payment shall take into account any contractual commitments prior to the termination of this Agreement.
13.Electronic Communications, Transactions, And Signatures
13.1. Using the platform, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from Us, and You agree that all agreements, notices, disclosures, and other communications We provide to You electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing.
14.3. You agree to indemnify Shopchums in relation to all and any liabilities, penalties, fines, awards, or costs arising from Your non-compliance with these requirements.
15.Other important General Terms
15.1. We may transfer Our rights and obligations under these General Terms to another organization, but this will not affect Our rights or obligations under these General Terms.
15.2. You may not transfer Your rights or Your obligations under these General Terms to another person, unless We expressly agree in writing prior to any such transfer.
15.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these General Terms.
15.4. These General Terms and any document expressly referred to in it constitutes the entire Agreement between Us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between Us, whether written or oral. You agree that You shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these General Terms or any document expressly referred to in it. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement in any statement in these General Terms or any document expressly referred to in it.
15.5. If We fail to insist that You perform any of Your obligations under these General Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those General Terms. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later or different default by You.
15.6. Each of the conditions of these General Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
15.7. These General Terms and any other disputes or claims that may arise there from are governed by the laws of Canada. In the event of any disputes or claims in connection with these General Terms, You agree to first engage in good faith discussions with Us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days of appropriate notice given by either party to the other herein, we both irrevocably submit to the exclusive jurisdiction of the courts of Canada.