TERMS AND CONDITIONS OF USE
Last Modified: June 10, 2021
Optlocal.ca Incorporated is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (“OptLocal”, "we", "us" or "our"). In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of our website, our iOS and Android mobile applications (if and once made available via the official Google Play and Apple App Store) and our online platform hosted at www.optlocal.ca. Collectively the mobile applications and web platform are referred to in these Terms as the “OptLocal Platform”.
These Terms have provisions which limit our liability and impose obligations on you. You must review these Terms carefully before using the OptLocal Platform. By using OptLocal Platform, you, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; and (ii) you have read and understand these Terms and agree to be bound by them.
If you are using the OptLocal Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and us.
As the OptLocal Platform continues to evolve, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you use the OptLocal Platform, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the OptLocal Platform after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the OptLocal Platform and terminate your account, subject to the terms provided for herein. We may also undertake to send you an email or display notice of any changes to the Terms or policies in your account.
If you use the OptLocal Platform to carry on, or in connection with carrying on, a business or to provide your own products or services, you agree that it is your responsibility to ensure you comply with applicable privacy laws on the collection, storage and use of personal information you collect on or as a result of your use of the OptLocal Platform.
About Our Online Service
The OptLocal Platform connects third party sellers with prospective customers via our online marketplace. We help vendors who have their own products and inventory connect with local buyers online.
We are not a consignment service. We do not take ownership, possession or title to any of the goods being sold via the OptLocal Platform. We merely connect buyers and sellers of products online and facilitate payment with a payment processor. When you buy or sell products on the OptLocal Platform, you are buying and selling goods directly with another user or business on our platform. While vendors may sell products made by various third parties and brands, we are not affiliated with nor do we endorse any seller, manufacturer, designer, retailer, product, service or brand listed or displayed on the platform. The features and functionality of the platform are as further set out on our website. Such features and functionality may be updated from time to time.
As the OptLocal Platform merely connects various end-users for the purpose of buying and selling goods or services, your relationship with us is that of an independent contracting party, as a licensee of access to the OptLocal Platform. You are not an agent, joint venturer or partner of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction. You agree that to the fullest extent permitted by law, no partnership relationship shall exist or be deemed to exist between you and us.
Checking Out as a Guest User
Establishing an Account
Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the OptLocal Platform in accordance with these Terms. However, we reserve the right to revoke that license and your access to the OptLocal Platform without justification or cause, at any time. We make no representations or warranties as to the ongoing availability of the OptLocal Platform, or your access to it. We may decide to remove the platform from the internet, and no longer make it available to you.
Account Not Transferrable
Access to your account is not transferrable and is only intended for you, the individual who established the account, even if your account is made accessible to you by an organization (such as your employer or other third party). As a result, you are not permitted to change the name associated with your account.
Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the OptLocal Platform and you agree not to disclose your password to any third-party.
Unless you established your account via a third-party signing in provider (such as Apple, Google, Facebook and others) you agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account and/or mobile phone number registered on the OptLocal Platform (i) you are responsible for ensuring that your email address and phone number provided to us are accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.
You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you; the person whose name and personal information is registered and associated with the account.
You must immediately notify us of any unauthorized use of your account.
You must inform us of any changes to your contact details and other information provided to us, including, but not limited to, your email address and telephone number.
While we and our third party software and technology providers take certain security measures in relation to the OptLocal Platform, you acknowledge that the technical processing and transmission of the OptLocal Platform and related data and information, including your own account data and information, is at risk of being hacked or stolen by third parties and will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the OptLocal Platform available, including data and web hosting providers. You accept all such risks in using the OptLocal Platform and you agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information.
Acceptable Use of the OptLocal Platform
In using the OptLocal Platform, you agree, and you represent and warrant to us and all other users of the Platform, that you:
Will not use the OptLocal Platform in a way that has any unlawful or fraudulent purpose or effect;
Will comply with all applicable laws, rules and regulations;
Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
Will not leave inauthentic, malicious or defamatory reviews of sellers or their products;
Will not upload, transmit, disseminate, post, share, store, use any content, data or information, sell any products, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
Will not impersonate any person or entity;
Will not upload, copy, distribute, share, create or otherwise use content, software code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
Will not access the OptLocal Platform by any means other than through the interface provided by us for use, whether via the mobile apps, websites or our API, if made available.
Will not use any software bot or data scraping techniques that accesses the OptLocal Platform to scrape or pull data for any purpose, whether such data was displayed publicly or not.
Will not collect, harvest or store any personally identifiable information, including user account information, from us;
Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the OptLocal Platform and its underlying software code; and
Will not circumvent, disable, violate or otherwise interfere with any security related feature of the OptLocal Platform.
We may, but have no obligation to, remove users from the OptLocal Platform that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.
We collect fees from the various sellers listed on the OptLocal Platform under a separate agreement, primarily in the form of a percentage of each sale made via the platform. As a buyer of products or services via the platform, you acknowledge and agree that we may collect such fees, and remit, or split the balance of any payments with the applicable seller.
As a buyer on the platform, you agree to pay any and all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from your account and the purpose of goods or services on the platform.
Returns and Refunds
We require that all sellers on the OptLocal Platform agree to and comply with the OptLocal Platform Return Policy which is available online at (https://optlocal.ca/return-policy), and is incorporated by reference herein. If you represent a seller listed on the platform, you agree to accept and facilitate returns in accordance with the Return Policy. You agree that we may update and amend the return policy from time to time.
Where a return is processed, we will facilitate the refund, via our payment processors.
To avoid disputes, we encourage both buyers and sellers to take photos of products upon their receipt and prior to their return shipping, along with obtaining tracking codes and insurance for all shipments.
ACCEPTANCE OF RISK AND DISCLAIMERS
The OptLocal Platform merely connects you with other users and facilitates payments between users using a third party payment processor. You accept all risks associated with using the OptLocal Platform, including those arising from interacting with other users, buyers or sellers.
Our OptLocal Platform is provided "as is" without warranty of any kind, including but not limited to, all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users of the OptLocal Platform, our independent contractors, payment processors or third-party service providers.
You agree that, while we strive to have the OptLocal Platform error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of the OptLocal Platform.
We may also perform scheduled maintenance which will result in the OptLocal Platform being unavailable for certain periods of time.
While users are required to comply with these Terms, including the acceptable use terms listed above, we make no representations and grant no warranties that other users, who operate independently on the OptLocal Platform, have in fact or will in fact, comply with all such terms.
We make no representations and grant no warranties as to the content uploaded, products or services provided by or offered by other users on the OptLocal Platform. When you engage with another user of the platform to provide you with products or services, you are engaging with an independent service provider. We have not conducted any background checks or verified the identity of other users. Simply by virtue of another user or business or seller being listed on our platform does not constitute our endorsement of that party, or that they are trustworthy, or that the products or services they offer are to any particular standard or quality.
While other users of the OptLocal Platform provide information to us about themselves, their services, their products and their business, we do not independently verify that information or take measures to confirm the identity of other users in all cases and as such, do not make any representation or warranty that any of the information provided about another user, or their products or services, are true or accurate.
You acknowledge and agree that we have no control over and do not guarantee the existence, quality, safety, suitability, or legality of any products or services made available by others on the OptLocal Platform, the truth or accuracy of any user content or any ratings or reviews posted by other users, or the performance or conduct of any other user.
You agree that we shall not be obligated to and accept no liability or responsibility for resolving or managing disputes which may arise between you and any other user. If you have a dispute with another user, it is your responsibility to take your own legal action against such user.
You agree and acknowledge that there are potential risks, including but not limited to the risk of physical and emotional harm or distress, personal injury, theft of personal property and even death when you connect or interact with someone you meet through the OptLocal Platform, including but not limited to, people you meet or interact with to perform services for you. You assume all risks associated with dealing with other persons whom you meet, or, come in contact with as a result of using the OptLocal Platform, whether in person, online or offline, via telephone, text message or any other form of communication.
Limitation of our liability
ASIDE FROM CLAIMS FOR DIRECT AMOUNTS OWING TO YOU AS A RESULT OF INCOME YOU EARN ON THE OPTLOCAL PLATFORM, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE OPTLOCAL PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR OFFICERS, DIRECTORS, SHAREHOLDERS OR EMPLOYEES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE OPTLOCAL PLATFORM.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS AGAINST SUCH ENTITIES AND PERSONS, RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE OPTLOCAL PLATFORM, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE GREATER OF (I) CAD $30.00 OR (II) THE AMOUNTS OWING TO YOU FOR INCOME YOU HAVE DULY AND LAWFULLY EARNED USING THE OPTLOCAL PLATFORM TO SELL PRODUCTS OR SERVICES.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE OPTLOCAL PLATFORM WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
The OptLocal Platform contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the OptLocal Platform without the express consent of the owner.
All rights, title and interest in and to the OptLocal Platform are and will remain the exclusive property of Optlocal.ca Incorporated and our licensors.
The OptLocal Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the OptLocal Platform or any content thereon, without our express written consent. You also agree not to copy, modify or reverse engineer the software code which underlies the OptLocal Platform.
You are not permitted to use any trademark or trade name of Optlocal.ca Incorporated, including our logo, without our express permission.
The OptLocal Platform permits you and other users the ability to upload and post content ("User Content"). You own your User Content. While it may be displayed publicly on the OptLocal Platform, you can delete your User Content at any time. We do not pre-screen all User Content uploaded or posted to the OptLocal Platform by you or other users.
In connection with your User Content, you affirm, represent and warrant that you own or have the necessary licenses, rights, consents and/or permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to your User Content in the manner contemplated by the OptLocal Platform.
You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the OptLocal Platform in order to facilitate the ordinary use of the OptLocal Platform.
We do not consider proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on the OptLocal Platform, please notify us at email@example.com. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
Whether or not we are affiliated with websites or third-party vendors that may be linked to or from the OptLocal Platform, you agree that we are not responsible for their content. Internet links found on the OptLocal Platform, whether posted by us or a third party, are not an endorsement and we do not represent or warrant the accuracy or truth of the contents, or endorse the products, services or information found on said websites. You access those links and corresponding websites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction.
Subject to consumer protection laws that may require the application of the laws in your home province or territory:
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province; and
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
No Interpretation Against Drafter
If any ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial by Jury
To the extent permitted by applicable law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. To the extent permitted by applicable law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
Though we would much rather you stay, you can stop using the OptLocal Platform at any time. Please contact us to learn more about terminating your account. Notwithstanding your decision to delete your account or nor longer use the OptLocal Platform, you agree to pay all fees and taxes as set out in these Terms and as posted on our website and the OptLocal Platform.
We also reserve the right to suspend your account or access to the OptLocal Platform at any time, with or without reason or cause, and with or without notice.
The cancellation, suspension or termination of access to the OptLocal Platform shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Assignment of this Agreement
These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You are only permitted to assign this agreement with our express written consent. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the OptLocal Platform by a third party, the transfer of control of Optlocal.ca Incorporated or otherwise.
Right to Seek Injunction
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
Any new features that augment or enhance the current the OptLocal Platform, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms.