Terms and Conditions

By applying for an account or by using Indali services, you are in full agreement of the following terms and conditions.

1. ACCEPTANCE OF TERMS
INDALI MARKETPLACE (hereinafter the “Company”) provides Services (as defined below) to you through this Website (“Website”) and access to and use of this Website and the Services are provided to you subject to your acceptance of and compliance with the following terms and conditions (“Terms”).

By indicating your acceptance below, you acknowledge that you have read, accepted, and agreed to these Terms.
In addition, when using the Services, you will be subject to any guidelines or rules applicable to such Services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. Company reserves the right to change these Terms at any time without prior notice and your continued access or use of this Website or the Services after such changes indicates your acceptance of the Terms as modified. It is your responsibility to review these Terms regularly. These Terms were last updated February 18, 2023.

If you do not agree with one or more of these Terms, you shall not access or use this Website or the Services.

2. REGISTRATION OBLIGATIONS
To use certain areas of this Website, you must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify Company if you know or suspect that your Account or Credentials have been used by any other person.
During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) by you. Individuals under 18 years of age cannot register on any portion of this Website.
Company may act upon any communication that is given through your Account or by using your Credentials. Company is not required to verify the actual identity or authority of a person using your Account or Credentials, but Company may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Company is not satisfied with the verification. If Company, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Company may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.

3. DESCRIPTION OF SERVICES
The Company is offering a venue to persons who have Accounts, a service to connect people in the community, both online and offline, to make, sell and buy unique local goods (the “Services”). The provision of the Services is subject to these Terms, the Services subscription or other terms you accepted when purchasing the Services. By shopping on this Website, you understand that:
1. You are not buying directly from the Company, you are buying from the community of Vendors on the Website;
2. The Company does not pre-screen the Vendors and therefore does not guarantee or endorse the items sold on the Website or the content posted by the Vendor; and
3. Each Vendor on the Website have their own shipping and return policies as outlined in their shop policies (hereinafter “Policy”). Not all Vendors accept returns and/or provide refunds.

Additional terms and conditions apply to purchases of products and services as determined by our individual Vendors. Additional terms and conditions may also apply to specific functions available on this Website. The products, services and information described in this Website are available only in jurisdictions where they may be legally provided, and therefore may not be available in all regions of Canada or to residents of other jurisdictions. Please contact Company for more information on whether these products and services can be provided in your jurisdiction and for details.

4. PRIVACY POLICY
Your Credentials, Registration Data and any other information that you provide to us through this Website, as well as certain other information about you, is subject to Company’s Privacy Policy. Your privacy is important to us. For more information, please see our Privacy Policy for details.

5. USE OF THE WEBSITE
Company authorizes you to view, download and print a single copy of materials and content provided on this Website for your personal, non-commercial use only and only in connection with your registering with Company or using the Services. You may not remove any trade-mark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website materials or content without the prior written permission of Company is strictly prohibited. Company reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and Company reserves the right to suspend or terminate your access to any part of this Website or the Services immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of this Website or the Services.

As a Vendor, you shall be solely responsible for obtaining all applicable licences, certifications, and permits (collectively, the “Permits”) with respect to your use of the Website. The Company may request, at any time in its sole and absolute discretion, copies of such Permits. Failure to provide the Company with valid copies of such Permits shall constitute default under this Agreement, and the Company may immediately terminate this Agreement and your use of the Website.

6. FEES
As a Vendor, you will pay the Company a non-refundable subscription fee for the use of the Website (the “Subscription Fee”) every month on the day of your registration (the “Renewal Period”) and/or a non-refundable transaction fee (the “Transaction Fee”) as determined by the Company. The Company shall be entitled to increase the Subscription Fee or Transaction Fee in their sole and absolute discretion upon notification to you. If any Subscription Fee or Transaction Fee are not paid, the system will attempt to take the payment 3 times, if the payment can not be collected, we reserve the right to, at our sole discretion, to either suspend or terminate your Account. All amounts and fees stated or referred to in this agreement shall be payable in Canadian Dollars and are exclusive of any applicable taxes, including Harmonized Sales Tax, which shall be added to the Account holder’s invoice(s) at the appropriate rate.

If you are charged a Transaction Fee, when you make a sale through the Company, as outlined in the Fee Table, you will be charged a Transaction Fee based on the price you display for each listing plus the amount you charge for shipping and gift wrapping. The Transaction Fee will not apply to sales tax, Goods and Services Tax (“GST”) or Harmonized Sales Tax (“HST”), as applicable, unless you have included those charges in your listing price. If you offer optional personalization for an additional fee, the additional fee for personalization is added to the listing price you display and the total display price is subject to the same Transaction Fees described in this Section.

7. TERM AND TERMINATION
This Agreement shall, unless otherwise terminated as provided herein, shall commence on the date hereof and shall continue until such time as:
• you cancel your subscription through our system;
• you fail to pay any Subscription Fee or Transaction Fee;
• you attempt to avoid payment of fees including erroneous set-up, adding messages directing shoppers/subscribers/consumers to a space external to Indali or any other method not aligned with the service offering of this agreement; or
• this Agreement is otherwise terminated in accordance with the provisions of this Agreement.

On termination of this Agreement for any reason, all licences granted under this Agreement shall immediately terminate; the Company may destroy or otherwise dispose of any of the customer data in its possession; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

8. PAYMENTS
The Company accepts payment by authorized credit card transactions through Stripe. The Company will transfer the fund automatically through the Stripe payment system for every transaction. You will need to create your own account on Stripe to collect your due. The Company reserves the right to add or remove payment methods accepted on the Website in its sole discretion, with notice where required by applicable law. The Company reserves the right to decline or refund transactions that we believe to be high risk, fraudulent, in violation of trade sanctions, or otherwise in violation of the Company’s Terms of Use.

9. TAXES
As a Vendor, you are responsible for collecting and paying any taxes, including all HST and GST (as applicable) or other sales taxes associated with using and making sales using the Services in accordance with Provincial, Territory and Federal laws.

10. TRADE-MARKS AND COPYRIGHT
Indali Marketplace, indali.ca, and other trade names or trade-marks of Company used on this Website, and related words and logos are trade-marks or trade-names of the Company in Canada and other jurisdictions. The Company is also the owner in Canada as well as other foreign jurisdictions of additional trade-marks, registered and unregistered. Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such marks or names or any other intellectual property right of the Company. The names of other companies, products and services referred to on this Website may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of Company or of third parties is strictly prohibited.

The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Company materials remains with Company and any unauthorized use of such materials is strictly prohibited. Company reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.

11. USER GENERATED CONTENT
Portions of this Website allow users to post and exchange information, ideas and opinions (“User Content”), but Company does not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content does not necessarily reflect the views of Company, and Company disclaims all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.
We value your visit to this Website and welcome any questions, comments or feedback you might have about this Website, these Terms or any of the products or services offered by Company (“Feedback”). Please refer to the Contact section of this Website.

If you provide User Content or Feedback, you grant Company a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the feedback in any way and for any purpose without providing any compensation to you or any other person. You also grant Company the right to use the name you submit with the User Content or Feedback, if any, in connection with the rights of the Company hereunder.

12. HYPERLINKS
Hyperlinks on this Website are provided for your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. Company has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site.

13. ACCEPTABLE USE AND RESTRICTIONS
In addition to complying with these Terms, you agree to use this Website, the Services and materials on this Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of this Website or the Services, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.
You agree not to use the Services or this Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.

14. SELLER IMAGES AND CONTENT
Any pictures, statements/wording, or pricing added to Indali (the company) may be used in the company’s marketing. This includes Facebook, Instagram, TV and radio media, markets and any other marketing efforts Indali completes on behalf of its clientele or the company.

15.INDEMNITY
As a Vendor, will defend, indemnify and hold harmless Company from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from, connected with or relating to your use of this Website, its content or materials, or the Services, User Content or Feedback, or your negligence, misconduct, or breach of these Terms. Notwithstanding the foregoing, Company retains the right to participate in and direct the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense. Company shall not be responsible for any products sold by you, or any Permits required for your use of the Website, and you shall be solely responsible to ensure that these comply with all applicable laws.

16. DISCLAIMERS
You understand and agree that:
• Use of this Website and the Services is at your sole risk. This Website and the Services are provided on an “as is”, “as available” basis. Neither Company, any parent corporation, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors or third party service providers (collectively, “Company Parties”) makes any warranty or condition of any kind, whether express or implied, regarding this Website or the Services and Company Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.
• Company Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Company Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, even if you have paid for virus protection services.
• The access to and downloading of material from this Website is done at your own risk. Company makes reasonable efforts to ensure that this Website is virus-free, but Company does not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect your computer system and data and you are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website or the Services.

17. LIMITATIONS OF LIABILITY
You understand that the Company does not manufacture, store, or examine any of the items sold through the Website. The Company provides a venue for the independent Vendors; the items listed on the Website are produced, listed, and sold directly by the Vendors, therefore, the Company does not make any warranties about the quality, safety, or the legality of any item. Any legal claim related to an item purchased through the use of the Website must be brought directly to the independent Vendor of the item. You hereby release the Company from any claims related to items sold through our Services, including defective items, misrepresentations by Vendors, or product liability claims.

In no event will company parties be liable to you for any direct, indirect, consequential, incidental, special, compensatory or punitive damages or losses or damages for loss of income, loss of business profits, business interruption, loss of data or business information, loss of or damage to property and claims of third parties or other pecuniary loss, arising out of or related to these terms, the use of this Website or the services. Company parties will not be liable for any actual or alleged infringement by any third party materials available through the services. In no event will the cumulative liability of company parties arising out of or related to these terms exceed the amount paid by you in the one month immediately prior to any claim. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to you.

The foregoing disclaimers and limitations of liability apply regardless of the causes, circumstances or form of action giving rise to the loss, damage, claim or liability, even if such loss, damage, claim or liability is based upon breach of contract (including, without limitation, a claim of fundamental breach or breach of a fundamental term), tort (including, without limitation, negligence), strict liability or any other legal or equitable theory, and even if advised of the possibility of the loss, damage, delay, claim or liability.

You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 16 is an essential part of the bargain between the Parties, a controlling factor in setting any fees or other charges, and an inducement to the Parties to enter into these Terms.

18. NOTICES
Except as explicitly stated otherwise, any notices will be given to Company by email to info@indali.ca and to you to the email address you provide to Company during the sale or registration process. Notice will be deemed given twenty-four (24) hours after the email is sent.

19. FORCE MAJEURE
In the event that the Company shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of epidemic, pandemic, strikes, lock-outs, labour troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the Company in performing work or doing acts required under the Terms of this Agreement, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay.

20. GENERAL
These Terms, the Privacy Policy and all other notices, policies and statements contained on this Website (all as may be amended by Company from time to time without prior notice) constitute the entire agreement between Company and you. These Terms cannot be modified except as described herein. Anything in this Website inconsistent with these Terms is superseded by these Terms. No waiver of any of these Terms will be deemed a further or continuing waiver of such Term or any other Term. If in any jurisdiction, any of these Terms are held to be unenforceable by a court of competent jurisdiction, such Terms will be restricted or eliminated to the minimum extent necessary and the remaining Terms will otherwise remain in full force and effect. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

The relationship between Company and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.

21. GOVERNING LAW
These Terms and the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Alberta, Canada and the laws of Canada applicable in Alberta, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, you submit to the exclusive jurisdiction of the Courts of the Province of Alberta.

To the extent permitted by applicable law, unless Company agrees otherwise, any claim, dispute or controversy, whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the Services, this Website, these Terms or the Privacy Policy, will be determined by final and binding arbitration to the exclusion of the courts. Where applicable, arbitration will be conducted in the province of Alberta, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in the province or jurisdiction in which you reside on the date of the notice. The foregoing does not, however, preclude Company from seeking injunctive relief in other jurisdictions when necessary to protect its interests. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a Claim proceeds in court rather than in arbitration, you waive any right to a jury trial.

These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.

22. CONTACT US
We value your visit to this Website and welcome any questions or comments you might have about the Website, these Terms or any of the products or Services offered by Company. Please refer to the Contact section of this Website.