Veganezzy Terms of Service

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Veganezzy Terms of Service

Last Modified: Oct 22, 2022

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the Veganezzy Platform, all Users agree to comply with and be bound by these Terms.

Please note: Section 17 of these Terms contains an arbitration clause and class action waiver that applies to all Veganezzy Users. It affects how disputes with Veganezzy are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Thank you for using Veganezzy!

These Terms constitute a legally binding agreement ("Agreement") between you as a User and Veganezzy (as defined below) governing your access to and use of the Veganezzy website, including any subdomains thereof, and any other websites through which Veganezzy makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications (if any), and application program interfaces (collectively, "Application") and all associated services whether provided through the Site, email or any other method (collectively, "Veganezzy Services"). The Site, Application and Veganezzy Services together are hereinafter collectively referred to as the “Veganezzy Platform”. Our Payment Terms and Policies applicable to your use of the Veganezzy Platform are incorporated by reference into this Agreement and can be accessed via the Veganezzy Platform.

When these Terms mention “Veganezzy,” “we,” “us,” or “our,” it refers to Akanksha Chopra o/a Veganezzy, and located at 674D-2967 Dundas St. W. Toronto, ON M6P 1Z2.

Our collection and use of personal information in connection with your access to and use of the Veganezzy Platform is described in our Privacy Policy.

Any and all payment processing services through or in connection with your use of the Veganezzy Platform ("Payment Services") are provided to you by Veganezzy or one or more Veganezzy entities (individually and collectively, as appropriate, "Veganezzy") as set out in the Payments Terms of Service ("Payments Terms").

Vendors (as defined below) alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings (as defined below), including but limited to any laws pursuant to the Food and Drugs Act, Safe Food for Canadians Act, Consumer Packaging and Labelling Act or by any governmental authorities such as Health Canada, Canada Food Inspection Agency, Agriculture and Agri-Food Canada. Vendors may have to meet certain criteria and requirements before creating any Listings or selling any Offerings to Customers. Certain Listings and/or Offerings may be prohibited altogether. Penalties may include fines, detainment or other enforcement. We may provide some information on the Veganezzy Platform to help you identify some of the obligations that apply to you. If you have questions about how local laws apply to your Listings and Offerings, you should always seek legal guidance.

Table of Contents

Scope of Veganezzy Services
Eligibility, Using the Veganezzy Platform, User Verification
Modification of these Terms
Content
Service Fees
Terms specific for Users
Experiences, Events and other Services
Order Confirmation, Modifications, Cancellations and Refunds
Payment Terms
Rounding off
Taxes
Prohibited Activities
Term and Termination, Suspension and other Measures
Disclaimers
Liability
Indemnification
Dispute Resolution
Feedback
Applicable Law and Jurisdiction
General Provisions

1. Scope of Veganezzy Services

1.1 General. The Veganezzy Platform is a service that allows individuals (“Users” or “You”) and certain third parties on behalf of the Users to purchase goods, supplies, products, food and beverage items (collectively, the foregoing are “Products”), coaching, consulting, catering and other services (coaching, consulting, catering and other services are “Services”, and together with Products, the “Offerings”) and to communicate and transact directly with Users that are seeking to purchase such Offerings via Vendor-generated listings on the Veganezzy Platform (“Listings”). Users may use the Offerings for themselves or for the benefit of another third party, such as a minor child (Users, and any third party enrolled in Offerings by a User for the third party’s benefit, that are using Offerings are also “Users” or, where applicable, “You”). Users may use the Veganezzy Platform to search for Listings and make purchases and/or bookings (“Customer”) or to create Listings to sell Offerings to Customers (“Vendors”). Products and any Services (if applicable) can only be vegan in nature to be eligible for sale on the Veganezzy Platform, which means that all Products and Services must not be derived from animals and does not use or contain any other animal products, whether in whole or in part.

1.2 Vendors. As the provider of the Veganezzy Platform and unless explicitly stated otherwise, Veganezzy does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listings or Offerings, and is not a Vendor itself. When Users make a Listing, they are entering into a contract directly with the Vendors. Veganezzy is not and does not become a party to or other participant in any contractual relationship between Customers and Vendors. Veganezzy is not acting as an agent in any capacity for any User, except as provided otherwise in these Terms or elsewhere.

1.3 No Guarantee. While we may help facilitate the resolution of disputes, Veganezzy has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings or Offerings, (ii) the truth or accuracy of any Listings descriptions or other Collective Content (as defined below), or (iii) the performance or conduct of any User, Vendor or third party. Veganezzy does not endorse any Vendor, Listings or Offerings. Any references to a Vendor being "verified" (or similar language) only indicate that the Vendor has completed a relevant process for ensuring the Vendor exists and nothing else. Any such description is not an endorsement, certification or guarantee by Veganezzy about any Vendor, including of the Vendor's identity or background or whether the Vendor is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to make a Listing, participate in any Offerings, or communicate and interact with other Users, whether online or in person. Verified Images (as defined below) and Promotional Materials are intended only to indicate a photographic or videographic representation of Offerings at the time the photograph was taken, and are therefore not an endorsement by Veganezzy of any Vendor or Listings.

1.4 Your Relationship With Us. If you choose to use the Veganezzy Platform, your relationship with Veganezzy is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Veganezzy for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Veganezzy. Veganezzy does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of any Offerings. You acknowledge and agree that you have complete discretion whether to agree to provide Offerings, create Listings or otherwise engage in other business or employment activities. Users are each responsible for their own performance.

1.5 Promoting Veganezzy. To promote the Veganezzy Platform and to increase the exposure of Listings to potential Users, Listings and other Collective Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Listings and other Collective Content may be translated, in whole or in part, into other languages. Veganezzy cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Veganezzy Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 Third Party Services. The Veganezzy Platform may contain links to third-party websites, resources, services or products (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Veganezzy is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Veganezzy of such Third-Party Services. Offerings provided by Vendors may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations.

1.7 Service Availability. Due to the nature of the Internet and telecommunication services, Veganezzy cannot guarantee the continuous and uninterrupted availability and accessibility of the Veganezzy Platform. Veganezzy may restrict the availability of the Veganezzy Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Veganezzy Platform. Veganezzy may improve, enhance and modify the Veganezzy Platform and introduce new Veganezzy Services from time to time.

1.8 Collection of Promotional Materials. If you participate in any Listing that involves in-person or virtual services (such as online fitness classes), Veganezzy and/or Vendors may take photographs or otherwise records events, spaces, accommodations, activities or the likeness of Users and any additional Users (“Promotional Materials”). These Promotional Materials are to be used to (i) promote, advertise and market Veganezzy and the Veganezzy Services; (ii) review the Promotional Materials in order to improve Veganezzy and Veganezzy Services; (iii) provide feedback to Vendors; and (iv) for customer support and for general compliance purposes. All Promotional Materials are retained in accordance with our Privacy Policy. By using the Offerings, you consent to you and/or any third party enrolled by you appearing in Promotional Materials for the limited purposes set forth in this Section 1.8 and in our Privacy Policy.

1.8.1 Assignment. All Users hereby assigns and transfer to Veganezzy any and all proprietary rights, including copyright, and waive all personal rights, which User may have in these Promotional Materials. You further grant to Veganezzy the right to reproduce, use, exhibit, display, broadcast and distribute and create derivative works (“Displayed”) of these Promotional Materials in any media now known or later developed for promoting, publicizing or explaining Veganezzy and its activities and for administrative, educational or research purposes. You acknowledge that Veganezzy owns all rights to the images and recordings in any Promotional Materials, including any Promotional Materials Displayed by Users in any media.

1.8.2 Waiver. All Users hereby waive any right to inspect or approve the use of the images or recordings or of any written copy of any Promotional Materials. Users further waive all moral rights in any Promotional Materials. Users also waive any right to royalties or other compensation arising from or related to the use of the Promotional Materials. Users hereby release, defend, indemnify and hold harmless Veganezzy, its board of directors, officers, employees or agents from and against any claims, damages or liability arising from or related to the use of the Promotional Materials, including but not limited to claims of defamation, invasion of privacy, or rights of publicity or copyright infringement, or any misuse, distortion, blurring, alteration or use in composite form that may occur or be produced in taking, processing, reduction or production of the finished product, its publication or distribution.

1.8.3 Requests to Omit. Users may by written notice to Veganezzy (“Request to Omit”) request that Veganezzy not disclose some or all personal identifying information (such as names, likeness, etc.) of the User in Promotional Materials; provided that if a User does not submit a Request to Omit prior to Veganezzy’s Display of any Promotional Materials, Veganezzy has the option in its sole discretion to choose whether or not to remove or take down such Displayed Promotional Materials.

2. Eligibility, Using the Veganezzy Platform, User Verification

2.1 Eligibility. In order to access and use the Veganezzy Platform you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18). If you are not yet of legal age to form a binding contract, then you must get your parent or legal guardian to read these Terms and agree to them for you before they use the Veganezzy Platform for your benefit. If you are a parent or legal guardian and you provide your consent to your child's use of the Veganezzy Platform or any Veganezzy Services, then you agree to be bound by these Terms with respect to your child’s use of the Veganezzy Platform and any Veganezzy Services.

2.2 Export Control Laws. You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

2.3 Additional Requirements. Veganezzy may make access to and use of the Veganezzy Platform, or certain areas or features of the Veganezzy Platform, subject to certain conditions or requirements, such as completing a verification process and submission of required information (such as identification documents or Articles of Incorporation for corporate Vendors).

2.4 Identity Verification and Screening. For transparency and fraud prevention purposes, and as permitted by applicable laws, we may (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports or request that you obtain report from public records of criminal convictions or an equivalent version of background checks in your local jurisdiction (if available).

2.5 Additional Terms and Policies. The access to or use of certain areas and features of the Veganezzy Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Veganezzy Platform, each of which shall form part of these Terms hereof. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Veganezzy Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

2.6 Google Maps/Earth. Some areas of the Veganezzy Platform may implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. Modification of these Terms

Veganezzy reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Veganezzy Platform. Changes to these Terms shall be effective upon posting, and you understand and agree that if you use the Veganezzy Platform after the date on which the Terms have changed, Veganezzy will treat your access to or use of the Veganezzy Platform as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement, your continued access to the Veganezzy Platform or use of Veganezzy Services will constitute acceptance of the revised Terms.

4. Content

4.1 General. Veganezzy may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Veganezzy Platform ("User Content"); and (ii) access and view User Content and any content that Veganezzy itself makes available on or through the Veganezzy Platform, including proprietary Veganezzy content and any content licensed or authorized for use by or through Veganezzy from a third party ("Veganezzy Content" and together with User Content, "Collective Content").

4.2 Intellectual Property Rights. The Veganezzy Platform, Veganezzy Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Veganezzy Platform and Veganezzy Content, including all associated intellectual property rights, are the exclusive property of Veganezzy and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Veganezzy Platform, Veganezzy Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Veganezzy used on or in connection with the Veganezzy Platform and Veganezzy Content are trademarks or registered trademarks of Veganezzy in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Veganezzy Platform, Veganezzy Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

4.3 Restrictions on Use of Veganezzy Content. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Veganezzy Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Veganezzy or its licensors, except for the licenses and rights expressly granted in these Terms.

4.4 Your IP Usage Rights. Subject to your compliance with these Terms, Veganezzy grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Veganezzy Platform and accessible to you, solely for your personal and non-commercial use.

4.5 Grant of License. By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Veganezzy Platform, you grant to Veganezzy a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Veganezzy Platform, in any media or platform. Insofar as User Content (including Verified Images) includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Veganezzy does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

4.6 Product and Service Verified Images. Veganezzy and/or Vendors may have professional photographers take photographs or videos of Users and any Offerings that the Vendor provides, which are made available by the photographer to Users on the Veganezzy Platform with or without a watermark or tag bearing the words "Veganezzy" or similar wording ("Verified Images"). You acknowledge and agree that Veganezzy shall have the right to use any Verified Images in accordance with these Terms and our Privacy Policy for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listings or otherwise, without further notice or compensation to you. Where Veganezzy is not the exclusive owner of Verified Images, by using such Verified Images on or through the Veganezzy Platform, you grant to Veganezzy an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listings or otherwise, without further notice or compensation to you. Veganezzy in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Verified Images outside of the Veganezzy Platform solely for your personal and non-commercial use.

4.7 Content Uploaded By You. You are solely responsible for all User Content that you make available on or through the Veganezzy Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Veganezzy Platform or you have all rights, licenses, consents and releases that are necessary to grant to Veganezzy the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Veganezzy's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

4.8 Restrictions on Content Submissions. You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms or any other Veganezzy policy. Veganezzy may, without prior notice, remove or disable access to any User Content that Veganezzy finds to be in violation of applicable law, these Terms or Veganezzy’s then-current Policies, or otherwise may be harmful or objectionable to Veganezzy, its Users, third parties, or property.

4.9 Respecting Copyrights. Veganezzy respects copyright law and expects its Users to do the same. If you believe that any content on the Veganezzy Platform infringes copyrights you own, please contact us.

5. Service Fees

5.1 Service Fees. Veganezzy may charge fees to Vendors (“Service Fees”) in consideration for the use of the Veganezzy Platform and Veganezzy Services. When Customers make a purchase, any applicable Service Fees will be added to the Total Fees (defined below) and charged to Customers as part of the Total Fees. Veganezzy may delay payouts to Vendor for a reasonable period of time after a purchase has been made by a Customer. When Vendors receive a payout, any applicable Service Fees will be deducted prior to the Vendor receiving their payout. Vendors are responsible for paying any Service Fees (and any applicable Taxes) that Vendors owe to Veganezzy. Except as otherwise provided on the Veganezzy Platform, Service Fees are non-refundable. Click here for more information about Service Fees. Hyperlink your service fee page here.

5.2 Total Fees. When making a Listing the total fees charged by the Vendor (the “Purchase Fees”, and together with Service Fees, the “Total Fees”), Services Fees and any applicable Taxes, will be presented to the Customer as a grand total prior to confirming the Customer’s purchase. Total Fees are subject at anytime to change based on tariffs, government fees, exchange rates, delivery rates, changes to Purchase Fees and other adjustments.

5.3 Changes in Fees. Veganezzy reserves the right to change Service Fees at any time. Such fee changes will not affect any purchases made prior to the effective date of the fee change.

5.4 Corrections to Fees. Veganezzy reserves the right to make changes to and correct errors in quoted prices at any time before any order is made. Veganezzy will notify Vendors in writing if there are any changes to your Total Fees outstanding, whether due to error or an adjustment under Section 5.2 of these Terms, and Vendor agree to pay the same as if the corrected Total Fees were presented to Vendor at the time of making your original Listing.

6. Terms specific for Users

6.1 Account Registration

6.1.1 If you are a Customer, you must register a Veganezzy Account (as defined below) to make purchases. If you are a Vendor, you must register an account ("Veganezzy Account") to access and use certain features of the Veganezzy Platform, such as listing Offerings, managing your Vendor page, receiving payouts or using any Veganezzy Services or the Veganezzy Platform. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).

6.1.2 If you as a Vendor or Customer are not yet of legal age to form a binding contract, then you must get your parent or legal guardian to read these Terms and agree to them for you before they use the Veganezzy Platform for your benefit. If you are a parent or legal guardian and you provide your consent to your child's use of the Veganezzy Platform or any Veganezzy Services and Materials, then you agree to be bound by these Terms with respect to your child’s use of the Veganezzy Platform and any Veganezzy Services and Materials therein.

6.1.3 If you are a Customer, you can register a Veganezzy Account by submitting your first and last name, date of birth, email address and home address. If you are a Vendor, you can register a Veganezzy Account by submitting your first and last name, details about your company (if applicable), home address, email address, phone number, payment information and any other information requested by Veganezzy from time to time. Once you have submitted all required information, you can choose whether the account is a Customer account or Vendor account, provided that if a Member chooses a Vendor account they may also use the same account as a Customer. Veganezzy may also request access and permission to your banking and tax information, as further specified in our Privacy policy.

6.1.4 You must provide accurate, current and complete information during the registration process and keep your Veganezzy Account and public Veganezzy Account profile page information up-to-date at all times.

6.1.5 Vendors and Customers may not register more than one (1) Veganezzy Account unless Veganezzy authorizes you to do so. Users may not assign or otherwise transfer your Veganezzy Account to another party.

6.1.6 All Users are responsible for maintaining the confidentiality and security of your Veganezzy Account credentials and may not disclose your credentials to any third party. Users must immediately notify Veganezzy if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Veganezzy Account. Users are liable for any and all activities conducted through your Veganezzy Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials).

6.1.7 No third party is authorized by Veganezzy to ask for login credentials, and Users shall not request the credentials of another User.

6.1.8 All Veganezzy Accounts are subject to an internal review and approval by Veganezzy. Veganezzy may terminate your Veganezzy Account at any time in their sole discretion, and you will be notified of such termination. Additionally, Veganezzy may choose to not approve your Veganezzy Account upon completing its internal review and audit.

6.2 Terms applicable to all Listings

6.2.1 Eligibility Requirements. Subject to meeting any requirements set by Veganezzy, Vendors can create a new Listing for one of their Offerings by following the respective Listing process on the Site and submitting all requesting information to Veganezzy, including images of your product or service, description, nutritional facts and ingredients (if applicable and as required by law) and any other information requested by Veganezzy from time to time. Vendors must provide accurate, current and complete information during the Listing process and keep your information up-to-date at all times. Failure to provide accurate, current and complete information may cause delay and disruptions to your Listings, including inability for Customers to purchase your Offerings, or where Veganezzy cannot obtain any required information within a reasonable period of time, Veganezzy may cancel the Listing.

6.2.2 Approval of Listings. Upon making a Listing with Veganezzy, a Vendor’s Listing may be placed under approval and review by Veganezzy before it is publicly displayed on the Veganezzy Platform. Vendors are solely responsible for setting Purchase Fees (including any Taxes if applicable) for your Listing (“Listing Fee”). Once Veganezzy has had the opportunity to approve a Vendor’s Listing, the Listing will then be displayed on the Veganezzy Platform and Customers will now be able to purchase the Vendor’s Offerings in relation to that Listing. If Veganezzy, in its sole discretion, decides not to approve a Listing for whatever reason, the Listing will be declined and cancelled.

6.2.3 Binding Agreement. When Customers make a purchase on the Veganezzy Platform and receive a purchase confirmation email from Veganezzy, a legally binding agreement is formed between you as a Customer (and any additional Users that the Customer is purchasing for) and the Vendor with respect to your purchase of any Products or Services, and not Veganezzy, and Customer agrees to pay the applicable Total Fees and any applicable Taxes thereon for any Products or Services that the Customer purchases. All purchases are subject to any additional terms and conditions of the Vendors that apply to any Offerings being purchased, including in particular any applicable cancellation policy, delivery estimates, return and exchange policies, and any rules and restrictions specified by such Vendors. Veganezzy will collect the Total Fees from Customer in accordance with these Terms and our Additional Payment Terms. Once Customer purchases a Vendor’s Offering, the Vendor may not request that the Customer making such a purchase pays a higher price than as originally stated in the Listing.

6.2.4 Additional User Terms. If Customer makes a purchase for any consultative or activity-based Services (such as nutritional consulting or fitness training, but not including food and beverage items) on behalf of additional Users, the Customer is required to ensure that every additional User meets any requirements set by the applicable Vendor(s), and is made aware of and agrees to these Terms, any additional Veganezzy Terms (if applicable), and any terms and conditions, rules and restrictions set by the Vendors. If you are booking a Service for an additional User who is a minor, you represent and warrant that you are legally authorized to act on behalf of the minor. Minors may only participate in such Services if (i) accompanied or authorized and enrolled by an adult who is responsible for them and can legally make decisions for their benefit and (ii) you agree to be bound by these Terms with respect to the minor’s use of the Veganezzy Platform and Services provided.

6.2.5 Confidentiality of Information. You are responsible for maintaining the confidentiality and security of any information you submit to Veganezzy, including information submitted on behalf of an additional User, and may not disclose additional User information to any third party. You must immediately notify Veganezzy if you know or have any reason to suspect that your information has been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your information.

6.2.6 Images. Any Pictures, animations or videos used in your Listings must accurately reflect the Offerings. Veganezzy reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution that accurately reflect the Offerings.

7. Consultative or Activity-Based Services

7.1 Other Services. Customers should carefully review the description of any consultative or activity-based Services you intend to book to ensure that you (and any additional Users you are booking for) meet any minimum age, proficiency, fitness or other requirements which the Vendor has specified in the Listing. At the Customer’s sole discretion, you may as a Customer want to inform the Vendor of any medical or physical conditions, or other circumstances that may impact your and any additional User’s ability to participate in any Services. Customers are responsible for identifying, understanding, and complying with all risks that apply to your participation in any Services. Before and during any Services, Customers must at all times adhere to Vendor’s instructions. Veganezzy has no obligation to collect or share such information with the relevant Vendor and Veganezzy does not assume any liability or responsibility for accommodating for Customer’s physical, medical or other health conditions.

7.2 Authorized Individuals Only. Customers may not bring any additional persons to a consultative or activity-based Service or share a consultative or activity-based Service with any additional persons, unless authorized to do so by the Vendor or they are required to be present or participate as an authorized individual (such as a parent, guardian or emergency contact). By Listing a Service available for particular dates and times on the Veganezzy Platform (an “Instance”), Vendors agree that only people who book through Veganezzy can attend that Instance of the Service. Vendors further agree that you will not allow people to attend any Instance of your Service available on the Veganezzy Platform unless that person booked through Veganezzy (or was added as an additional User when you originally booked through the Veganezzy Platform).

7.3 Customer Risk Acknowledgement. When booking consultative or activity-based Services as a Customer, you must acknowledge and agree that (i) any risks inherent to the Service lies with you, (ii) you and all additional Users meet any requirements for participation, such as the minimum age, related skills, level of fitness or other requirements, (iii) you and all additional Users agree to comply with any Vendor’s safety requirements to participate in the Service (including dress codes, equipment, special certifications or licenses, etc.), and (iv) any other prerequisites requested by the Vendor.

7.5 Responsibility for Services. Vendors alone are responsible for the Offerings that they provide, as well as the health, safety and safeguarding of Users using the Offerings, and Users assume all risk of harm or injury to all Users participating in such Offerings. Veganezzy merely provides the Veganezzy Services and is not itself an operator or provider of any Offerings. Veganezzy does not own, sell, resell, furnish, provide, manage and/or control any Offerings. Veganezzy’s responsibilities are limited to operating the Veganezzy Platform and providing the Veganezzy Services.

7.6 Compliance with Laws. You are responsible for (i) understanding and complying with all laws, rules and regulations that may apply to your Offering(s), (ii) obtaining any required licenses, permits, or registrations prior to providing your Offering(s); and (iii) ensuring that your Listings and/or provision of Offerings will not breach any agreement you may have with any third party.

7.7 Survival. If you or we terminate these Terms, the clauses of this section 7 that reasonably should survive termination of these Terms will remain in effect. When these Terms are terminated, you are not entitled to a restoration of your account (if your account is cancelled) or of the User Content.

8. Order Placement, Modifications, Cancellations and Refunds

8.1 Placing Orders. Customers may place orders by selecting the quantity of Offerings that they would like to purchase and placing them in the cart. To submit an order, Customer’s must provide complete and accurate personal and billing information, as required by Veganezzy from time to time, to process the order. Orders will not be accepted and are not binding upon the Vendor until accepted by the Vendor (“Accepted Order”). By making an order, Customer agree to any and all Vendor terms that may be applicable to such order. Payment shall be due immediately upon submitting an order and made payable to Veganezzy. Veganezzy may, in its sole discretion, choose to invoice parts of an order separately.

8.2 Shipping and Handling. All orders may have additional shipping and handling charges, which may vary by the quantity of Offering ordered and the shipping location of the Customer. The Vendor, and not Veganezzy, shall be responsible for delivery of all Accepted Orders to the shipping address detailed in the Customer’s order submission. Customer is solely responsible for ensuring that shipping and billing information is accurate and correct. In some circumstances, international shipping may be available. Please contact your Vendor for more information on international shipping rates and whether or not it is available in your jurisdiction.

8.3 Title and Risk. Unless stated otherwise, title to any Products being purchased is retained by Vendor until Veganezzy receives full payment of Total Fees from Customer for an Accepted Order. Upon Veganezzy’s receipt of payment from Customer, title passes to the Customer. Loss or damage to Products that occurs during shipping shall be solely with the Vendor until delivered to Customer.

8.4 Export. If any Products are being purchased for the purposes of export outside of Canada, the Customer shall be solely responsible for identifying and obtaining any required licenses, permits, or registrations for any post-purchase activities they wish to engage in. In addition, manufacturers' warranties for exported Products may vary or even be null and void for Products exported outside Canada. Veganezzy nor Vendor shall not be liable to Customer for any use or activity mentioned within this Section 8.4.

8.5 Returns. Vendors are responsible for specifying all policies related to returns, including the period of time in which an Offering may be returned (such period being the “Return Period”, as applicable) or if no Return Period applies to such Offering, in the Listing’s description. Customer may request a return or refund by contacting the Vendor as provided in the Veganezzy Platform or as otherwise instructed by the Vendor. Unless stated otherwise by the Vendor, returns will be issued upon successful receipt of the Product in question by the Vendor.

8.6 Defective Products. In the event that Customer receive defective Products, including damaged product packaging and products with a broken seal, or some Products are missing upon delivery of Customer’s order (“Improper Orders”), Customer may request a return or exchange for any parts of the Improper Order by contacting Veganezzy and the Vendor on the Orders page of the Veganezzy Platform (“Order Modification Request”) after receipt of such Improper Order (“Improper Order Period”), and by providing the following information: Customer’s full name, order number, items that are damaged or missing from the order, and a brief description of the issue. Upon an Order Modification Request being made, the Vendor shall be responsible for reviewing and addressing the request within a reasonable period of time or as otherwise stated by the Vendor’s marketplace policies. Veganezzy may initiate an investigation of any Order Modification Request.

8.7 Remedy for Defective Products. Upon the Vendor (and Veganezzy, if applicable) completing their investigation pursuant to Section 8.6 and being satisfied, in its sole discretion, that the Order Modification Request is true and accurate, The Vendor may, and only upon Veganezzy’s receipt of the Improper Order if the Order is a Product, offer the Customer: (i) deliver the same items to Customer again or any parts thereof, (ii) issue a full refund for such Improper Order at the Vendor’s expense, or (iii) offer any other solution mutually agreeable solution to the Customer. No requests to initiate a refund or return shall be valid after the expiration of applicable time periods described in this Section 8, unless the Vendor provides written consent to initiate a return or refund outside of such time periods. The Vendor’s standard shipping rates and fees may apply. Customer shall be solely responsible for agreeing to and paying all fees for any returns or exchanges.

8.8 Modification and Cancellations. Once a Customer has submitted an Order, there is no guarantee that Customer will be able to cancel or modify such order. If the Customer requests a modification or cancellation of an order after it is made, the Vendor may attempt to modify or cancel such order, but at no time shall Veganezzy nor the Vendor be obligated to modify or cancel any order. After an order is made, Customer may not make an order modification or cancellation request. Instead, Customer must wait until they receive the order and then request a refund in accordance with these Terms and any applicable Vendor marketplace policies.

8.9 Option to Cancel or Refund. Veganezzy reserves the right to cancel, amend and/or refund orders placed without prior consultation.

8.10 Issues with Vendors. While Veganezzy may assist Customers and Vendors with disputes, if a Customer suffers an issue with a Vendor, the Customer will have no recourse against Veganezzy and the Customer must take up their issue directly with the Vendor and in accordance with the Vendor’s policies on the applicable Listing.

9. Payment Terms

9.1. Payment Services. Veganezzy utilizes a third-party payments services processor to facilitate the collection and remittance of any payments from and to Users. These payment services may include (if available) the following (collectively, “Payment Services”):

Collecting payments from Users (“Payment”), by charging the payment method associated with the User, such as credit card, debit card, bank account or Stripe account (“Payment Method”);
Transferring payments to Vendors or refunds to Users (“Payout”) to a financial instrument associated with the User, such as a Stripe account, bank account or a debit card (“Payout Method”);
Payment processing services; and
Other payment related services in connection with any Offerings or Third-Party Services.

In order to use the Payment Services, you must be at least 18 years old, must have submitted all relevant information to Veganezzy in accordance with the Terms, and must keep your payment and personal information accurate and complete.

9.2. Your use of the Payment Services

9.2.1 Veganezzy Payment Services. By using the Payments Services, you agree to comply with these Terms. Veganezzy may: (i) temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services; and (ii) improve, enhance and modify the Payment Services and introduce new Payment Services from time to time.

9.2.2 Third Party Services. The Payment Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services are subject to different terms of service and privacy policies, and Members should review them. Veganezzy is not responsible or liable for the use of such Third-Party Services. Links to any Third-Party Services are not an endorsement by Veganezzy of those Third-Party Services.

9.2.4 Verification. You authorize Veganezzy, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Payout Method(s). Veganezzy reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

9.2.5 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payments Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

9.3. General User Terms

9.3.1 Adding a Payment Method. When you add a Payment Method or Payout Method, you will be asked to provide billing information such as name, billing address, and financial instrument information either to Veganezzy or its third-party payment processor(s). You authorize Veganezzy and its payment service providers to collect and store your Payment Method information.

9.3.2 Payment Authorization. You allow Veganezzy to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Listings.

9.3.3 Timing of Payment. Veganezzy generally charges the Total Fees to User immediately upon the making a purchase, unless Veganezzy and/or the Vendor has offered you alternative options for the timing and manner of payment. Any additional fees for using those alternative payment options will be included in the Total Fees, as applicable, and you agree to pay such fees. Additional terms and conditions may apply for the use of an alternative payment option. If Veganezzy is unable to collect the Total Fees due, as scheduled, Veganezzy may cancel or terminate your order with no recourse.

9.3.4 Currency. Veganezzy will process each transaction in Canadian dollars. Please note that certain bank fees may apply to your payments and the amount listed on your card statement may be different from the amount shown on your account page. Veganezzy is not responsible for any such additional fees and disclaims all liability in this regard. Please contact your bank or credit card company if you have any questions about these fees or the applicable exchange rate.

9.3.5 Payment Restrictions. Veganezzy reserves the right to decline or limit payments that we believe (i) may violate Veganezzy’ risk management policies or procedures, (ii) may violate these Terms, (iii) are unauthorized, fraudulent or illegal; or (iv) expose you, Veganezzy, or others to risks unacceptable to Veganezzy.

9.3.6 Payment Service Providers. Payment Methods may involve the use of third-party payment service providers. These payment service providers may charge you additional fees when processing payments in connection with the Payment Services, and Veganezzy is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

9.3.7 Your Payment Method, Your Responsibility. Veganezzy is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

9.3.8 Failure to Make Payment. If Veganezzy is unable to collect your initial payment, Veganezzy will notify you of such declined payment, and require you to complete the payment using an alternative Payment Method within 72 hours of the notice or prior to your order being confirmed, whichever is earlier. If you fail to complete the payment, you authorize Veganezzy to cancel the order on your behalf.

9.4. Appointment of Veganezzy as Limited Payment Collection Agent

9.4.1 Each User hereby appoints Veganezzy as a payment collection agent solely for the limited purpose of accepting and processing funds from Users and remitting them to any Vendors.

9.4.2 Each Vendor agrees that payment made by a User to Veganezzy shall be considered the same as a payment made directly to the Vendor, and the Vendor will provide the goods or services purchased by the User in the agreed-upon manner as if the Vendor received the payment directly from the User.

9.4.3 Upon a User’s payment of the funds to Veganezzy, the User’s payment obligation to the Vendor for the agreed upon amount is extinguished, and Veganezzy is responsible for remitting the funds successfully received by Veganezzy to the Vendors in the manner described in these Terms.

9.5 General Payment Terms

9.5.1 Fees. Veganezzy may charge fees for use of certain Payment Services and any applicable fees will be disclosed to you in these Terms and via the Veganezzy Platform.

9.5.2 Payment Authorizations. You authorize Veganezzy to collect from you amounts due pursuant to these Terms by charging the Payment Method associated with the relevant Listing, or any other Payment Method on file that you authorize when making a Listing (unless you have previously removed the authorization to charge such Payment Method(s)). Specifically, you authorize Veganezzy to collect from you:

Any amount due to Veganezzy (e.g., as a result of Listings, modifications, cancellations, or other actions as a User or user of the Veganezzy Services), including reimbursement for costs prepaid by Veganezzy on your behalf. Any funds collected by Veganezzy will set off the amount owed by you to Veganezzy and extinguish your obligation to Veganezzy.
Taxes, where applicable and as set out in these Terms.
Any penalties payable under these Terms, including any cost and expenses incurred in collecting such penalties.
Any service fees or cancellation fees imposed pursuant to these Terms.

In addition to any amount due as outlined above, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged fees that are incidental to Veganezzy collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees or other third-party charges.

9.5.4 Payment Processing Errors. Veganezzy will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the original Payout Method or Payment Method used or selected by you, so that you end up receiving or paying the correct amount. This may be performed by Veganezzy or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Payouts owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Veganezzy.

9.5.5 Prohibited Activities. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations;
breach or circumvent any agreements with third parties, third-party rights, or these Terms;
use the Payment Services for any commercial or other purposes that are not expressly permitted by these Terms;
register or use any Payment Method or Payout Method with your Veganezzy account that is not yours or you do not have authorization to use;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Veganezzy or any of Veganezzy’ providers or any other third party to protect the Payment Services;
take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

9.5.6 Chargeback Policy. Charges made for any orders are non-refundable. You agree that if you make a payment by credit card, you will not cancel it, request a charge-back, or revoke the card, nor dispute the charge with the credit card company, or otherwise demand a reversal of the charges by the credit card company, unless such an agreement is prohibited by law. You agree to notify Veganezzy directly to dispute charges or terminate an order. Subject to these Terms, Veganezzy will promptly refund any unused and undisputed balances to you. If you dispute the charges and cancel, revoke, or charge-back a charge on my credit card such that a fee, penalty, overdraft, or other unanticipated charge is posted to Veganezzy’s account, and it is later determined that the charge was properly authorized, you agree to pay all out of pocket fees and costs (including legal fees) incurred by Veganezzy as a result of the improper cancellation, revocation, charge-back or dispute.

10. Rounding off

Veganezzy generally supports payment amounts that are payable from or to Users to the smallest unit supported by a given currency (i.e., Canadian cents, U.S. cents or other supported currencies). Where Veganezzy’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, Veganezzy may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Users to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar or other supported currency); for example, Veganezzy may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

11. Taxes

11.1 General. As Users you are solely responsible for determining your obligations to report, collect, remit or pay any applicable taxes or other indirect sales taxes, income taxes or any other taxes ("Taxes").

11.2 Tax Information. Tax regulations may require us to collect appropriate Tax information from Users, or to withhold Taxes from payouts to Vendors, or both. If a Vendor fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to the Vendor, we reserve the right to withhold payouts up to the tax-relevant amount as required by law, until resolution.

11.3 Remittance of Taxes. You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where the Customer is located may require Taxes to be collected from Users on Total Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Total Fees (“Vendor Taxes”).

11.4 Collection and Remittance. In certain jurisdictions, Veganezzy may decide in its sole discretion to facilitate collection and remittance of Vendor Taxes from or on behalf of Members, in accordance with these Terms ("Collection and Remittance") if such jurisdiction asserts Veganezzy or any of its Members have a Vendor Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize Veganezzy to collect Vendor Taxes on your behalf at the time Total Fees are collected, and to remit such Vendor Taxes to the Tax Authority. Veganezzy may decide in its sole discretion to collect Vendor Taxes and remit such Taxes to eligible and qualifying Hosts and Facilitators, based on tax information supplied by the Vendor, for ultimate reporting and remittance by such Vendor to the Tax Authority (“Pass-Through Tax Feature”). Such Vendors using the Pass-Through Tax Feature will be solely responsible for informing Veganezzy about the correct Vendor Tax amount to be collected from Customers in accordance with applicable law and directly remitting the Vendor Taxes to the relevant Tax Authority. Veganezzy does not assume any liability for the failure of a participating Vendor to comply with any applicable tax reporting or remittance obligations. Where Veganezzy is facilitating Collection and Remittance, Vendors are not permitted to collect any Vendor Taxes being collected by Veganezzy relating to their Offerings in that jurisdiction.

11.5 No Liability. You agree that any claim or cause of action relating to Veganezzy' facilitation of Collection and Remittance of Vendor Taxes shall not extend to any supplier or vendor that may be used by Veganezzy in connection with facilitation of Collection and Remittance, if any. Members agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Vendor Taxes collected is a refund of Vendor Taxes collected by Veganezzy from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

11.6 Reservation of Rights. Veganezzy reserves the right, with prior notice to Vendors, to cease the Collection and Remittance in any jurisdiction for any reason at which point Members are once again solely responsible and liable for the collection and/or remittance of any and all Vendor Taxes that may apply to Offerings in the jurisdiction.

12. Prohibited Activities

12.1 General. You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Veganezzy Platform. In connection with your use of the Veganezzy Platform, you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;
use the Veganezzy Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Veganezzy endorsement, partnership or otherwise misleads others as to your affiliation with Veganezzy;
copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Veganezzy Platform in any way that is inconsistent with Veganezzy’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
use the Veganezzy Platform in connection with the distribution of unsolicited commercial messages ("spam");
unless Veganezzy explicitly permits otherwise, make any Listings if you will not actually be using the Offerings yourself, except where the Offerings are being booked/used by you for use by an additional User in accordance with these Terms;
contact another User for any purpose other than asking a question related to your own Listing, their Listings, or the User's use of the Veganezzy Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
use the Veganezzy Platform to request, make or accept a Listing independent of the Veganezzy Platform, to circumvent any fees or for any other reason;
request, accept or make any payment for Listings Fees outside of the Veganezzy Platform or Veganezzy. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Veganezzy harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
engage in any violence, harassment or sexual misconduct against anyone;
misuse or abuse any Veganezzy Services and/or policies as determined by Veganezzy in its sole discretion.
use, display, mirror or frame the Veganezzy Platform or Collective Content, or any individual element within the Veganezzy Platform, Veganezzy' name, any Veganezzy trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Veganezzy Platform, without Veganezzy' express written consent;
dilute, tarnish or otherwise harm the Veganezzy brand in any way, including through unauthorized use of Collective Content, registering and/or using Veganezzy or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Veganezzy domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Veganezzy Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Veganezzy or any of Veganezzy' providers or any other third party to protect the Veganezzy Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Veganezzy Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Veganezzy Platform;
export, re-export, import, or transfer the Application except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone.

12.2 Veganezzy’s Rights. You acknowledge that Veganezzy has no obligation to monitor the access to or use of the Veganezzy Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Veganezzy Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Veganezzy in good faith, and to provide Veganezzy with such information and take such actions as may be reasonably requested by Veganezzy with respect to any investigation undertaken by Veganezzy or a representative of Veganezzy regarding the use or abuse of the Veganezzy Platform.

12.3 Reporting Abuse. If you feel that any User or third party using the Veganezzy Platform you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, (iii) engages in physical, sexual or emotional abuse, neglect or a risk of harm to another User or a third party using the Veganezzy Platform, (iv) you suspect of breaking any laws, or (v) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Veganezzy by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

13. Term and Termination, Suspension and other Measures

13.1 Term. This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Veganezzy terminate the Agreement in accordance with this provision.

13.2 Your Right to Terminate. You may terminate this Agreement at any time by sending us an email. If you terminate this Agreement, any confirmed Listing(s) will be automatically cancelled and Users will receive a refund only in accordance with our refund policy.

13.3 Veganezzy’s Right to Terminate. Without limiting our rights specified below, Veganezzy may terminate this Agreement for convenience at any time by giving you seven (7) days' notice via email to your registered email address.

13.4 Termination for Breach. Veganezzy may immediately, without notice, terminate this Agreement and/or stop providing access to the Veganezzy Platform if (i) you have materially breached your obligations under these Terms or our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Veganezzy believes in good faith that such action is reasonably necessary to protect the personal safety or property of Veganezzy, its Users, or third parties (for example in the case of fraudulent behavior of a User).

13.5 Additional Remedies. In addition, Veganezzy may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Additional Payments Terms or our Policies , applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or Payout Method or during the Veganezzy Listing process or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria to make a Listing, (v) Veganezzy becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to make payment when due or failed to respond to payment requests without a valid reason, (vii) for any amounts you owe under the Payment Terms that are overdue or in default, or (viii) Veganezzy believes in good faith that such action is reasonably necessary to protect the personal safety or property of Veganezzy, its Users, or third parties, or to prevent fraud or other illegal activity:

refuse to accept or delay acceptance of any Listings and/or Offerings;
cancel any pending or confirmed Listings;
limit your access to or use of the Veganezzy Services;
temporarily or permanently revoke you from making Listings;
temporarily or in case of severe or repeated offenses permanently suspend your use of the Veganezzy Services and stop providing access to the Veganezzy Platform.
limit or temporarily or permanently suspend your use of or access to your Payment Services pursuant to the Payment Terms.

In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Veganezzy and an opportunity to resolve the issue to Veganezzy' reasonable satisfaction.

Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your access to the Payment Services until we can charge a valid Payment Method.

13.6 Effect of Termination. If we take any of the measures described above (i) we may issue a refund to any affected Users in accordance with our refund policy for any and all Accepted Orders that have been cancelled, irrespective of preexisting cancellation policies from the Vendors, and (ii) you will not be entitled to any compensation for pending or confirmed Listings that were cancelled.

13.7 Access and Use of Platform on Termination. When this Agreement has been terminated, you are not entitled to use the Veganezzy Platform or any Veganezzy Services. If your access to or use of the Veganezzy Platform has been limited or been suspended or this Agreement has been terminated by us, you may not access and use the Veganezzy Platform yourself or through an additional User.

13.8 Survival. Sections 4 and 14 to 20 of these Terms shall survive any termination or expiration of this Agreement.

14. Disclaimers

If you choose to use the Veganezzy Platform, the Collective Content, purchase or use any Offerings or create any Listings, you do so voluntarily and at your sole risk. The Veganezzy Platform, the Collective Content, all Veganezzy Services offered through the Veganezzy Platform and all Listings is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Veganezzy Services, the Listings, the Offerings, laws, rules, or regulations that may be applicable to your Listings and any Offerings and that you are not relying upon any statement of law or fact made by Veganezzy relating to a Listing and any Offerings.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

You agree that some Listings and Offerings, or the Veganezzy Payment Service may carry inherent risk, and by participating in such Listings or Offerings, enrolling a minor child to participate in such Listings or Offerings or purchasing or using any Offerings, you choose to assume those risks voluntarily. For example, some Listings or Offerings may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate, or to enrolling a minor child to participate in or use, in those Listings or Offerings. You assume full responsibility for the choices you make before, during and after your participation or use of, or the participation or use of a minor enrolled by you, in an Offering or the Veganezzy Payment Service. If you are enrolling a minor to participate in or use any Offerings, you are solely responsible for that minor child throughout the duration or use of any Offerings and to the maximum extent permitted by law, you agree to release and hold harmless Veganezzy from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you or that minor during the Offering or in any way related to the Offering.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

15. Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Veganezzy Platform and Collective Content, making any Listings via the Veganezzy Platform, use of any Listings or Offerings therein, participation in any Services, use of any Products, participation in the Veganezzy Payment Service, or any other interaction you have with other Users whether in person or online remains with you. Neither Veganezzy nor any other party involved in creating, producing, or delivering the Veganezzy Platform, the Collective Content, or any Listings or Offerings will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Veganezzy Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Veganezzy Platform, or (iv) from your Listing, including the provision or use of any Offerings by you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Veganezzy has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Users pursuant to these Terms, in no event will Veganezzy’s aggregate liability arising out of or in connection with these Terms and your use of the Veganezzy Platform including, but not limited to, from your Listing of any Offerings via the Veganezzy Platform, or from the use of or inability to use the Veganezzy Platform or Collective Content and in connection with any Listings or Offerings, the Veganezzy Payment Service, or interactions with any other Users, exceed the amounts you have paid or owe for Listings via the Veganezzy Platform as a User in the twelve (12) month period prior to the event giving rise to the liability or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Veganezzy and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. This does not affect Veganezzy’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

16. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Veganezzy’s option), indemnify, and hold Veganezzy and its affiliates and subsidiaries, including but not limited to, Veganezzy’s officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of the Veganezzy Platform or any Veganezzy Services, (iii) your, or anyone enrolled by you (if applicable), interaction with any User, any Listings, any Offerings, participation in any Services, use of any Products, participation in the Veganezzy Payment Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights.

17. Dispute Resolution and Arbitration Agreement

17.1 Overview of Dispute Resolution Process. Veganezzy is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Veganezzy: (1) an informal negotiation directly with Veganezzy, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 17).

17.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Veganezzy each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Veganezzy by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).

17.3 Agreement to Arbitrate. You and Veganezzy mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, the Payment Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Veganezzy Platform, the Services, the Veganezzy Payment Service, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Veganezzy agree that the arbitrator will decide that issue.

17.4 Exceptions to Arbitration Agreement. You and Veganezzy each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

17.5 Modification to ADRIC Arbitration Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Veganezzy agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which you and Veganezzy both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..

17.6 Modification of ADRIC Arbitration Rules - Legal Fees and Costs. You and Veganezzy agree that Veganezzy will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Veganezzy agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.

17.7 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

17.8 Jury Trial Waiver. You and Veganezzy acknowledge and agree that all arbitrable Disputes that may arise is likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.

17.9 No Class Actions or Representative Proceedings. You and Veganezzy acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Veganezzy both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Veganezzy agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

17.10 Severability. Except as provided in Section 17.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

17.11 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Veganezzy changes this Section 17 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Veganezzy (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Veganezzy.

17.12 Survival. Except as provided in Section 17.10 and subject to Section 13.8, this Section 17 will survive any termination of these Terms and will continue to apply even if you stop using the Veganezzy Platform or terminate your use of the Veganezzy Platform and the Veganezzy Services.

18. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Veganezzy Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Veganezzy Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

19. Applicable Law and Jurisdiction

The Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Veganezzy Platform, notwithstanding your domicile, residency or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The Veganezzy Platform is intended for use only in jurisdictions where it may lawfully be offered for use.

20. General Provisions

20.1 Entire Agreement. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Veganezzy and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Veganezzy and you in relation to the access to and use of the Veganezzy Platform.

20.2 Relationship of Parties. No joint venture, partnership, employment, or agency relationship exists between you and Veganezzy as a result of this Agreement or your use of the Veganezzy Platform.

20.3 No Third-Parties. These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

20.4 Severance. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

20.5 Waiver. Veganezzy’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

20.6 Assignment. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Veganezzy' prior written consent. Veganezzy may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.

20.7 Notices. Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by Veganezzy via email, Veganezzy Platform notification, or messaging service (including SMS).

20.8 Questions. If you have any questions about these Terms please email us at contact@veganezzy.com.

We acknowledge that the land on which we are located is the traditional territory of the Ohlone and the Muwekma Ohlone people, who trace their ancestry through the Missions Dolores, Santa Clara, and San Jose.

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