As of January 1, 2020
1. Acceptance of Terms
The following Terms of Service (this “TOS”) govern all use by you as Dealership representative (as defined below) of (a) the Shop Accessories 365 (legally known as 2325543 Ontario Inc.) websites and domains (including all webpages, subdomains and subparts therein contained, the “Site”), (b) any and all services available on or through the Site or otherwise provided by Shop Accessories 365, and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and/or operated by Shop Accessories 365. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Shop Accessories 365.
This TOS applies to you and your use of the Services as Dealership representative as well as those who you provide with access to your Site such as Customers, Product Advisors, Managers or other Dealership representatives.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SHOP ACCESSORIES 365. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SHOP ACCESSORIES 365. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
2. Description of Shop Accessories 365
Acting as an agent, Shop Accessories 365 provides a means for users who are dealership representatives, the ability to add accessories to a customer vehicle or provide the customer the Site to add accessories and may collect Payments (“Payments”) with respect to the sale of entries (including goods and services associated with the entries) for accessories on the Site. Dealership representatives may visit the Site, fill out a questionnaire about their dealership, including install rate, location, dealership code, etc., and collect Payments online from Customers. Payments are processed through third party Payment Service Providers (collectively “PSP”) or the Shop Accessories 365 payment processing gateway (the “Gateway”).
Shop Accessories 365 maintains accounts for all Dealership representatives, Customers and others invited to administer or view dealership data, which includes personal data. Thus, Shop Accessories 365 remains a Controller for all data as provided by a data subject and stored using the Software (as defined below). When a Dealership representative, or those who have access to personal data (i.e. dealership administrative staff), export personal data from the Software environment, Shop Accessories 365 is no longer the Controller of such data, and the commitments of a Controller must be adhered to by the exporter of the data.
3. Your Use of the Services
3.1 The Services.
Shop Accessories 365 hereby grants you a non-exclusive, non-transferable, limited, revocable, non-sublicensable right to access and use the Services solely for the purposes of creating an dealership accessories Site with respect to, and promoting, managing, tracking, and collecting Payments for your Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, or commercial purposes (except for the limited commercial purpose of selling products through the Site as a Dealership representative in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.
If you use any Software in connection with the Services, Shop Accessories 365 hereby grants you a personal, non-transferable, non-sublicensable, revocable, limited, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS, applicable laws including privacy and anti-spam laws, and the written instructions/directions (if any) provided by Shop Accessories 365 in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by Shop Accessories 365, including without limitation future mobile and tablet applications. For clarity, the Software will be deemed a part of the Services hereunder. You shall also be responsible for using the Software in a manner that complies with all federal, state, provincial and local laws and the rules and regulations of all credit card companies.
Dealership representatives will use our designated credit card processing (“CCP”) process, which requires the use of the Gateway for the collection of information to process the Payments.
(a) Refunds. (i) This site contains invoice payments for products and services already performed. No refunds will be given except in the case of incorrect payments where refunds will be given once incorrect payment is fully confirmed and complete. Please contact firstname.lastname@example.org for more information if you feel you made a payment in error.
(ii) Notwithstanding the foregoing, you acknowledge and agree that Shop Accessories 365 shall have the right to force a refund of any or all Payments at any time for any reason or no reason, or made any misrepresentations.
(c) Credit Card Chargebacks. Any credit card chargebacks initiated by a Customer for any reason with respect to an accessory purchase shall be charged back to the Dealership. All communications and disputes regarding chargebacks are between the Dealership and Customer, and Shop Accessories 365 will not be responsible or liable in any way for chargebacks, and Dealership representative hereby agrees to fully indemnify Shop Accessories 365 and its affiliates for chargebacks issued in the course of the use of the Site.
4.3 Non-Exclusive Remedies.
(a) Payment. Dealership representative hereby agrees and authorizes Shop Accessories 365 to initiate an electronic funds transfer to debit the amounts owed from Dealership’s bank account on file. If payment for any amounts due to Shop Accessories 365 hereunder are not made by Dealership representative when due, Shop Accessories 365 reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Dealership’s use of the Services (including any and all accounts that Dealership representative may have).
(b) Taxes; Withholding. You are responsible for (and will indemnify Shop Accessories 365 and its affiliates against) all taxes associated with your sale of entries through the Services (excepting taxes based on Shop Accessories 365’s net income), which amounts may be withheld from payments due to you or invoiced to you.
Shop Accessories 365 reserves the right to withhold the payment of any amounts owed to you hereunder if (i) Shop Accessories 365 suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or (ii) Shop Accessories 365 is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Shop Accessories 365).
(c) Rules for All Payments. Shop Accessories 365 has engaged the services of certain third party payment services providers to process payment transactions on the Site. These companies manage the routing of applicable information through the credit card and electronic check processing networks, as applicable. Shop Accessories 365 is not affiliated with any of these companies, and we are not responsible in any way for the actions or performance (or lack thereof) of such parties. Accordingly, Shop Accessories 365 expressly disclaims responsibility and liability for all services provided by third party payment services providers, including those related to payment transactions, and you hereby agree that Shop Accessories 365 shall not be responsible for any loss or damage of any sort incurred as a result of any such services.
5. Your Registration Obligations; Age Requirement
To be a registered user of the Services as a Dealership representative you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Account Data”) and (b) maintain and promptly update the Account Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Shop Accessories 365 has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Shop Accessories 365 has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). Notwithstanding anything herein to the contrary, Shop Accessories 365 may also terminate or suspend your account at any time, for any reason, or for no reason.
6. Account, Password and Security
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify Shop Accessories 365 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log out from your account at the end of each session. Shop Accessories 365 cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to, or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Shop Accessories 365 shall be the sole arbiter of such dispute in its sole discretion and that Shop Accessories 365’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Shop Accessories 365 in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Shop Accessories 365 may own the Site Content or portions of the Site Content may be made available to Shop Accessories 365 through arrangements with third parties. Except as expressly authorized by Shop Accessories 365 in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Shop Accessories 365. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content
You acknowledge and agree that if you contribute, provide or make available any Content to the Site (“Your Content”) as a Dealership representative, you hereby grant to Shop Accessories 365 a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). Shop Accessories 365 reserves the right to remove any of Your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or no reason. In addition, you agree that Shop Accessories 365 may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of Shop Accessories 365 both on the Site and in marketing and promotional materials.
8.1 Certain Restrictions
You understand that you are liable for Your Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Customers and other users of the Services. You agree not to use the Services to upload, post, email, transmit or otherwise make available any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- harms minors in any way;
- facilitates gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner agreed to by Shop Accessories 365;
- impersonates any person or entity, including, but not limited to, a Shop Accessories 365 representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forges headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- you do not have a right to share and grant the necessary rights and licenses for;
- infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- relates to the sale or provision of goods and services on the Site and other goods and services being sold or provided in conjunction with such products;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by Shop Accessories 365;
- interferes with or disrupts the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic).
8.2 Certain Remedial Rights.
You acknowledge that Shop Accessories 365 does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Shop Accessories 365 and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Shop Accessories 365 may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Shop Accessories 365, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Shop Accessories 365 may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].shopaccessories365.com). All such sub-domains are the sole property of Shop Accessories 365. In the event Shop Accessories 365 provides you with a sub-domain, your right to use such sub-domain may be terminated by Shop Accessories 365 at any time (with or without notice) for any reason or no reason.
10. Additional Services
Shop Accessories 365 may, upon request, and for such fees as Shop Accessories 365 may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation providing consulting, training, and providing dedicated account management services. All such additional services, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, Shop Accessories 365, and/or other written agreement between you and an authorized officer of Shop Accessories 365, and shall set forth the other terms and conditions relating to such additional services.
You agree to defend, indemnify and hold Shop Accessories 365, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable lawyer’s and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your Site; your acts and omissions; and/or your violation of this TOS. Shop Accessories 365 shall provide notice to you of any such Claim, provided that the failure or delay by Shop Accessories 365 in providing such notice shall not limit your obligations hereunder. Shop Accessories 365 reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Shop Accessories 365’s defense of such matter.
12. Service Modifications/Suspensions
Shop Accessories 365 reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. Shop Accessories 365 will not be responsible to you for a refund, in whole or part, of any fees, except in the situation where an error was made by Shop Accessories 365. Shop Accessories 365 will decide if an error has occurred in its sole discretion. You agree that Shop Accessories 365 shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Shop Accessories 365, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Shop Accessories 365, or if Shop Accessories 365 believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Shop Accessories 365 may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Shop Accessories 365 shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Shop Accessories 365 has no control over such websites and resources, you acknowledge and agree that Shop Accessories 365 is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Shop Accessories 365 shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
15. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHOP ACCESSORIES 365 HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SHOP ACCESSORIES 365 MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SHOP ACCESSORIES 365 IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OR THIRD PARTY BEFORE, DURING AND/OR AFTER A SALE; AND SHOP ACCESSORIES 365 WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT SHOP ACCESSORIES 365 HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF PRODUCTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING CUSTOMERS’ AND DEALERSHIP REPRESENTATIVES’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING CUSTOMERS AND DEALERSHIP REPRESENTATIVES) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, SHOP ACCESSORIES 365 IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY PSP SERVICE), AND SHOP ACCESSORIES 365 HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Customers, Dealership representatives and/or third parties in connection with the Site or any Services to Shop Accessories 365. Shop Accessories 365, in its sole discretion, may investigate the claim and take necessary action.
16. Limitation of Liability
SHOP ACCESSORIES 365 SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SHOP ACCESSORIES 365 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF CAD $100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN DEALERSHIP REPRESENTATIVE WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND SHOP ACCESSORIES 365’S REASONABLE CONTROL. SHOP ACCESSORIES 365 SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE SHOP ACCESSORIES 365, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR SITE.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE ANY APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Notices to you may be made via either email or regular mail to the address in Shop Accessories 365’s records. You agree that by using the Site or the Services you consent to Shop Accessories 365 communicating with you electronically. You are entitled to revoke such consent at any time. We may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Site. Any notice from you to us shall be sent in writing to our mailing address at: Shop Accessories 365, 82 Bassenthwaite Court, London, Ontario, N6G 4Z2, Canada, Attention: Corporate Counsel
20. Trademark Information; Copyright; Intellectual Property Complaints
The trademarks and logos of Shop Accessories 365 (the “Shop Accessories 365 Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks of Shop Accessories 365. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with Shop Accessories 365 Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Shop Accessories 365 specific for each such use. The Trademarks may not be used to disparage Shop Accessories 365, any third party or Shop Accessories 365’s or third party’s products or services, or in any manner (in Shop Accessories 365’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Shop Accessories 365 approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Shop Accessories 365 Trademark shall inure to Shop Accessories 365’s benefit.
Except as otherwise expressly stated, all Content appearing on this Site is the copyrighted work of either Shop Accessories 365 or its third party content suppliers or users. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Shop Accessories 365. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from this Site, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Shop Accessories 365, or any applicable third-party suppliers or users. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Shop Accessories 365. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Shop Accessories 365 does not warrant nor represent that your use of any Content displayed on the Site will not infringe rights of third parties.
Intellectual Property Complaints. Shop Accessories 365 respects the intellectual property rights of others and expects those that visit the Site or use the Services do the same. If you believe that your work has been used on the Site in any manner that constitutes infringement, please notify us at email@example.com. The notice should include the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
- A description of the work you claim has been infringed, including a copy of the work or the web page address where the work may be found;
- Identification of the location on the Company Platform of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
- Your name, address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the owner, the agent of the owner or the law; and
- A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the owner of the material allegedly infringed or authorized to act on the owner’s behalf.
21.1 Entire Agreement.
This TOS constitutes the entire agreement between you and Shop Accessories 365 and governs your use of the Services as a Dealership representative, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Shop Accessories 365 on the subject matter hereof, other than any written Addendum Agreement, if applicable, between you and an authorized officer of Shop Accessories 365 relating to your specified Site. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
21.2 Choice of Law and Jurisdiction; No Class Action.
This TOS and your access to and use of this Site are governed by and construed in accordance with the laws of the Province of Ontario and the Country of Canada, without resort to its conflict of law provisions. You agree that any action at law or in equity arising or in any way relating to these TOS shall be filed only in the courts located in Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding.
YOU AND SHOP ACCESSORIES 365 AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR SHOP ACCESSORIES 365 WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION OR A COLLECTIVE ACTION. YOU AND SHOP ACCESSORIES 365 FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, SHOP ACCESSORIES 365, AND ALL PARTIES TO ANY SUCH PROCEEDING.
21.3 Waiver; Invalid Provisions.
The failure or delay of Shop Accessories 365 to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
21.4 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Please report any violations of this TOS by email to firstname.lastname@example.org.
21.7 Force Majeure.
Shop Accessories 365 shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond our reasonable control, or the reasonable control of our contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
Shop Accessories 365