Business Terms and Conditions
The words or phrases following have certain meanings:
a) Agreement means this agreement with Shopchums;
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) Attendee means any Shopper who receives an invitation to a Shopcast, and then accepts the invitation and attends the Shopcast;
d) 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:
ii)can create Shopcasts to offer and sell specific products in specific markets selected by the Business anywhere and at any local time of day; further, the Platform will automatically invite Shoppers, in the selected markets, who have current live Tags for the specific products that the Business wants to feature in the Shopcast;
f) Business Terms means the terms and conditions herein;
g) Fee means an amount per Attendee payable by a Business pursuant to the Use of Shopcasts to offer and sell its products on the Platform. The Fee per attendee will be determined by Shopchums from time to time, and will be related to the product sale price on any particular Shopcast;
h) 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);
i) GPDR means the General Data Protection Regulation 2016/679;
j) License means the right to use this Platform for purposes intended herein;
k) PIPEDA means the Personal Information Protection and Electronic Documents Act;
l) 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;
m) 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;
n) 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;
o) Shopchums means the Shopchums website, and the Shopchums IOS and Android mobile applications;
p) Shopper means any person or entity having an Account on Shopchums, who can create Tags for products on the Platform and which specifies if the Shopper either wants to buy the products online, or in a specific geographic location, or wants to choose both. Shoppers who are individual persons are encouraged to use a Handle name;
q) Tag means any post on the Platform created by a Shopper who wants to find and buy a certain product;
r) Total Fee means the amount payable to Shopchums when multiplying the number of Attendees to any particular Shopcast by the appropriate Fee for that Shopcast;
s) You, Your, Users all mean persons or entities registered on and having an Account on Shopchums, and in respective contexts, includes Businesses and Shoppers;
t) We, Us, Our all mean Shopchums.
1.Your Agreement with Shopchums
1.1. The provisions set out in these Business Terms govern Your access to and use of Our Platform and constitute a legally binding Agreement between You and Us. If You do not agree to these Business 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 Your agreement to abide by these Business 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:
1.3.2. You shall ensure that all Users of Your Account abide by these Business Terms.
1.4. If You register on Shopchums as a business entity or on behalf of a business entity, You represent that You have the authority to legally bind that entity. If You make offers to Shoppers on Shopchums, You must comply with all applicable laws related to and governing the industry and sector in which You conduct business and sell products, including but not limited to consumer rights, consumer protection, and product liability, as applicable.
1.5. Any Business that registers on Shopchums must complete the Shopchums registration form in an honest and complete manner, and when acting on Shopchums must not be deceptive in any way, nor use trademarks or any other intellectual property they do not own.
1.6. Businesses are exclusively responsible for compliance with legal requirements and the resolution of claims in any contracts they conclude with Shoppers. Without limiting the general intent of the foregoing, Businesses are responsible and liable for:
1.6.2. any products offered by the Business; and
1.6.3. the conduct and performance of the Business.
1.7. All Users are required to comply with applicable laws when using the Platform and Service. It is each Business’ specific responsibility to ensure that any offers they make to Shoppers are lawful, comply in all respects with the Business Terms herein, and do not in any way infringe the rights of third parties.
1.8. The Content published on Shopchums by respective Users is not reviewed by Shopchums and does not represent the opinion of Shopchums.
1.9. In order to be able to use the Shopchums Platform, any interested party must register on Shopchums. However, there is no legal entitlement to registration and the use of the Platform. In particular, Shopchums reserves the right to refuse the registration of the interested party without giving reasons.
1.10. Shopchums reserves the right to change these Business Terms at any time and without notice; however, if deemed necessary by Shopchums, Shopchums will endeavor to notify Users within a reasonable time period of any change in Business Terms.
1.11. The Service for Users on Shopchums includes the opportunity to create profiles in order to share information, create Tags, create Shopcasts, make offers, and create and distribute Content, on their own initiative.
1.12. Shopchums may ask for suitable official documents in order to confirm the correctness of the personal data entered by any User upon registration on Shopchums. User will provide relevant documents to Shopchums on demand, failing which Shopchums may forthwith terminate the User Account.
1.13. Shopchums reserves the right to delete any Users’ profile, in the case of false information provided by a User, and/or gross violations of these Terms, without prior notification or justification. In the case of gross deception, falsification of documents or other willful misrepresentation, Shopchums may take any appropriate action it deems necessary, including legal action.
2. Shopchums Platform Services for Businesses
2.1. Shopchums operates a Platform connecting Shoppers and Businesses. The Shopchums Platform enables Businesses to: a) receive Tags from Shoppers and make immediate and direct offers to Shoppers in response to such Tags 24/7, and b) create Shopcasts to target Shoppers by product and location 24/7.
2.2. Product sales transactions take place directly between Shoppers and Businesses away from the Platform; for clarity and emphasis, product sales are not conducted on the Platform. Shopchums is not ever a contracting party to any product sale that may result from Shoppers and Businesses connecting on the Platform. The responsibility for the performance of contracts resulting from Shopper and Business activity on the Platform will always remain exclusively between Shoppers and Businesses.
2.3. Whether or not a product offer is made and/or accepted is entirely at the discretion of the respective Users. Shopchums has no control over this process. Products are offered or not offered and/or bought or not bought between Users in their respective roles, who determine all elements of any product transaction.
2.4. Shopchums is not, and will not, act as a mediator or arbitrator in any dispute which may arise between or amongst Users. Shopchums has no influence on the offers made by Businesses.
2.5. Shopchums assumes no liability for any information that Users provide in Tags or in offers made in response to Tags, nor any responsibility to fulfill the requirements that any User may have.
3. Shopchums Platform Business Fees
3.1. No fees are payable when a Business makes an offer in direct response to a Shopper’s Tag.
3.2. Fees are payable to Shopchums for the creation and use of Shopcasts on the Platform:
b) if a Business Fee Account has insufficient funds in it to pay the Fees (i.e., if the number of Attendees exceeds expectations) for a particular Shopcast while the Shopcast is live, and thereby creating a negative deposit balance, that particular Shopcast will be allowed to continue to completion. However, that particular Business’ ability to create and hold any new Shopcasts will be suspended until the Business has deposited additional funds in the Business Fee Account to pay the outstanding negative balance, and the Total Fee for the Shopcast causing the negative balance has been paid.
3.3. Shopcasts will be automatically deleted from the Platform 30 days after they are posted.
4. Uploading Content on Our Platform
4.1. Content means all content provided and published by Users on the Platform, and includes any statements, declarations, information or images of any kind (“Content”).
4.3. If and when You post Content on the Platform, YOU represent and warrant to Shopchums that YOU have the right to publish such Content, and You will not infringe on any third-party copyright, logo, trademarks, patents, or other intellectual property rights, and that such Content is truthful, not malicious, and accurate.
4.4. We do not assert any ownership over your Content. You retain full ownership of all of your Content, and any intellectual property rights, or other proprietary rights associated with your Content.
4.5.You will not initiate any legal action against Us regarding your Content. We have the right, in our sole and absolute discretion, and without notice to You:
4.5.2. to move Your Content to other locations on the Platform that we, in Our sole discretion, may deem more appropriate; and
4.5.3. to pre-screen or delete any Content at any time and for any reason.
4.6. We have no obligation to monitor your Content. You are solely responsible and liable for any Content You provide to Our Platform. You expressly agree to exonerate and hold Us harmless from any and all claims from third parties which may arise from such Content. You are responsible for the accuracy, truthfulness, validity, and representations in any Content published by You.
4.7. We are not responsible for the loss of any content provided by You.
4.8. We will not disclose or distribute the Content uploaded by You, except when required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
4.9. We may use the Content uploaded by You for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such Content shall be anonymized and used only for the purposes of improving Our Services and our response to Users of the Platform.
4.10. We have the right, in Our sole discretion, to disclose Your identity to any third party reasonably claiming that any Content posted or uploaded by You to our Platform constitutes a violation of their rights under applicable law.
5. Content Standards
5.1. These Content standards apply to any and all information and material which you post or upload on Our Platform.
5.2. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any part of any Content as well as to its whole.
5.3. Content must comply with applicable law, in particular, with PIPEDA, GDPR, and the laws of any country in which they are posted.
5.4. You shall be responsible for ensuring all Content is current, authentic, truthful and accurate. YOU must ensure that you either have all ownership rights to the Content You post, or all rights and/or consents or licenses required to allow You to upload and post any third-party content You do not own.
5.5. Content must not:
5.5.2. be made in breach of any legal duty owed to a third party, such as a contractual duty, a duty of confidence, or any duty arising under law;
5.5.3. contain any material which is defamatory of any person, obscene, or inflammatory or promotes any illegal activity, discrimination, violence, or ill-will and hostility;
5.5.4. be threatening or abusive, or invade a third party’s privacy, or cause or be likely to cause alarm or needless anxiety to any third party;
5.5.5. be used to impersonate any person or business, or to misrepresent Your identity or affiliation with any person or business;
5.5.6. give any impression that it is Shopchums’ Content;
5.5.7. advocate, promote or assist any unlawful act or otherwise include any material which is criminal in nature;
5.5.8. be posted in inappropriate categories or areas on our Platform;
5.5.9. include any material which is criminal in nature;
5.5.10. include information on counterfeit or stolen items;
5.5.11. advocate, promote or assist any unlawful act or otherwise include any material which is criminal in nature;
5.5.12. infringe the copyright, trademark or other rights of third parties;
5.5.13. be posted if You are temporarily or indefinitely suspended from using our Platform;
5.5.14. promise delivery of any products sold by You if no such intent exists, or it is not possible to deliver items sold by You, unless You have a valid reason i.e., a Shopper fails to comply with the terms posted in Your offer, or You cannot contact the Shopper;
5.5.15. distribute viruses or any other technologies that may harm Shopchums, or the interests or property of Shopchums users;
5.5.16. be distributed using any robot, spider, scraper or other automated means to access our Services for any purpose, or bypass Our robot exclusion headers;
5.5.17. interfere with the operation of our Services, or impose an unreasonable or disproportionately large load on our infrastructure.
5.6. Upon demand by Shopchums, YOU shall forthwith amend or delete any Content if it is found that any of the Content posted by you is in contravention of these or any part of these Business Terms.
5.7. If We choose to terminate your account with Us, we may delete all previous Content from You.
6.1. We make no representations or warranties of any kind, express or implied, as to the operation of any part or all of Our Platform.
6.2. We do not make any warranties, express or implied, as to the qualifications, quality, suitability, fitness for purpose, completeness or correctness of any Content on the Platform.
6.3. No third party is authorized to make any statement or representation for or on Our behalf. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to Our Platform or any Services on it, including but not limited to implied warranties of merchantability and fitness for any purpose herein. We do not warrant that the Services, Our Platform, Content, 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 Content and other information uploaded on Our Platform. 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 are not obliged at any time to adjudicate any such dispute. In the event of any dispute, YOU are responsible for contacting the relevant third party. Without prejudice to the foregoing, We remain entitled at all times to investigate, at Our 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 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 Terms (including but not limited to the use of, or inability to use, the Services, Our Platform or any related website or software) for:
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;
7.3.6. any other indirect or consequential loss or damage.
7.4. Nothing in these Business 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:
7.4.2. loss of anticipated savings;
7.4.3. death or personal injury resulting from Our negligence;
7.5. We shall not be liable for any loss of data or Content.
7.6. These Business Terms set out the full extent of Our obligations and liabilities in respect of the supply of Our Services and Our Platform. Except as expressly stated in these Business Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Us. Any condition, warranty, representation or other term concerning the supply of Our Services and Our Platform which might otherwise be implied in, or incorporated into, these Business Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
You agree to indemnify and hold Us, and 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, whether in Your use of Our Platform, Services, and/or any website or software in relation thereto or otherwise, and also in respect of Your breach of these Business Terms or any laws or regulations or otherwise.
9.Other Important Terms
9.1. We may transfer Our rights and obligations under these Business Terms to another organization, but this will not affect Your rights or obligations under these Business Terms.
9.2. You may not transfer Your rights or Your obligations under these Business Terms to another person, unless Shopchums expressly agrees in writing prior to any such transfer or proposed transfer.
9.3. These Business Terms and any document expressly referred to in it constitutes the entire Agreement between a Business and Shopchums, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, 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 Business Terms or any document referred to in it. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Business Terms or any document referred to in it.
9.4. If Shopchums fails to insist that You have not performed any of Your obligations under these Business Terms, or if Shopchums does not enforce its rights herein, or if Shopchums delays in doing so, it does not mean that Shopchums has waived any of its rights herein, and it does not mean that You do not have to comply with any obligations herein. If Shopchums does waive a default by You, Shopchums will only do so in writing; however, that does not mean that Shopchums will automatically waive any later default by You.
9.5. Each of the provisions herein operates separately. If any court or competent authority decides that any provision is unlawful or unenforceable, all remaining provisions will remain in full force and effect.
9.6. These Business Terms, their subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the laws of Canada. In the event of any such disputes or claims in connection with these Business Terms, You agree to first engage in good faith discussions with Shopchums 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.