Marketplace Agreement Updated: Apr 29, 2021

These Terms and Conditions

1. What These Terms and Conditions Cover

   These are the terms and conditions on which we supply our services to you. It is also important, when using our site at https://www.yodify.com/ (the “Service”), that you understand our role which is described below in Information about Us and How to Contact Us.

2. Why You should Read Them

   These terms and conditions apply to you, a user of the Service. These terms and conditions apply to:
   
   (a) any user who offers to sell via the Service or use our Site (a “Seller”).
   (b) any user who may submit any order via the Service or use our Site (a “Buyer”).
   
   These terms and conditions tell you who we are, how Products are bought and sold using our Service, information about the contract for sale/purchase of Products, what to do if there is a problem and other important information.

Information About Us

1. Who We Are

   We are Yodify Inc. (“Yodify” / “We” / “we” / “our” / “us”) a company registered under the Laws of Canada.

2. What We Do

   We act as a marketplace for Buyers and Sellers to purchase and sell Products. We do this through our Service. Whether you are a Seller or a Buyer, you acknowledge and agree that:
   

   
   

   • Buyers will not purchase any Products from Yodify. Yodify does not enter into any contracts for sale of any Products, unless otherwise specifically stated on the sale of a particular product. Contracts for sale are made between Sellers and Buyers; and
   • Each Seller on Yodify has their own delivery processing times, shipping methods and terms of sale. Buyers must read and agree to these terms and conditions when placing an order to any Seller via our Service.

Our Contract with You

1. How We Contract with You

   • As a Seller, you accept these terms and conditions, as well as when you create an account on our Service and/or offer Products for sale through our Service;
   • As a Buyer, you accept these terms and conditions when placing an order for Products through our Service.

2. Other Agreements that Apply to Sellers and Buyers

   As a Seller or a Buyer the following documents will apply and form part of these terms and conditions:
   

   
   

   • The Yodify Website Terms of Use; and
   • The Yodify Privacy and Cookies Notice.

3. Other Agreements that Apply to Sellers

   As a Seller the following documents will apply and form part of these terms and conditions:
   

   
   

   • Selling on Yodify Notice; and
   • Yodify Shipping Notice.

4. How We may Contact You

   If we have to contact you we will do so by telephone, by writing to you at the email address or postal address you provided to us or via our Service.

5. Writing Includes Emails

   When we use the words "writing" or "written" in these terms and conditions, this includes emails.

Use of Our Services

1. Use of Our Services

   We grant Buyers and Sellers a limited, non-exclusive, non-transferable, and revocable license, without the right to grant sublicenses to use our Service and any services we provide from time to time in relation to our Service, subject to these terms and conditions.

Contracts Between Buyers and Sellers

1. Terms We Use

   The terms used in this Agreement shall have the following meaning:
   

   
   

   • Consumers means Buyers who purchase Products for personal use and not for resale or other commercial purpose, or “consumers” as defined under applicable consumer protection Law, and Consumer means one of them;
   • Manufacturer means a person, group, or company that owns or runs a manufacturing plant;
   • Laws means any and all applicable laws, codes, decree, license, order, ordinance, rule, requirements, regulation, permission, permit, sanction, and all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, directives, decisions, rulings or awards or other requirements of any other governmental entity, including financial or trade sanction, now or in the future in effect;
   • Products means any products or product sold by Sellers via the Service and includes physical goods, services and digital products (including software), and Product means one of them;
   • Taxes include, without limitation, any state, local or federal income taxes, any stamp or documentary taxes or duties, turnover, sales or use taxes, value added taxes, excise taxes, customs or exchange control duties or any other charges relating to or on any payments payable under this Agreement.

2. Contracts Between Sellers and Buyers

   All contracts between Sellers and Buyers are made pursuant to the terms and conditions of the Seller (“Seller Conditions”). The Seller shall be responsible for their Seller Conditions complying with all relevant and/or applicable Laws and for ensuring that a copy of the Seller Conditions is provided to all potential Buyers before they make an order. The Seller shall adhere to the Selling on Yodify Notice and Yodify Shipping Notice at all times when using our Site.

3. When the Buyer Places an Order / Acknowledgement of Buyer Order

   When the Buyer orders Products via the Service, Yodify shall pre-authorize the payment for the order to the Buyer’s Payment Card and email the Buyer to acknowledge receipt of the order. This acknowledgement shall not constitute an acceptance of the order and shall not constitute a binding legal contract for the purchase of the Seller’s Products or services. Only the Seller can accept the Buyer’s order.

4. How a Seller Contracts With a Buyer

   The Seller accepts the Buyer’s order when the Seller, within 72 hours of the order, confirms the sale through Yodify and Yodify notifying the Buyer that the order has been accepted by the seller, at which point a contract will come into existence between the Seller and the Buyer.

5. If the Seller does not Accept the Buyer’s Order

   If the Seller is unable to accept the order for any reason including the Product is out of stock, because of unexpected limits on the Seller’s resources which they could not reasonably plan for, because we and/or the Seller have identified an error in the price or description of the Product or because the Seller is unable to meet a delivery deadline, the Seller may cancel the order via Yodify and shall inform the Buyer of this inability and the Buyer will not be charged for the Product.

6. If the Seller does not Accept the Buyer’s Order Within 72 Hours

   If the Seller does not confirm the acceptance of the Buyer’s order within 72 hours of the order, the order shall be cancelled and the Buyer will not be charged.

7. Transaction Number

   Yodify will assign a transaction number to each order and inform the Buyer of the transaction number when Yodify acknowledge receipt of the order, and inform the Seller of the transaction number when communicating the order to the Seller. When discussing the order with Yodify, or with the Buyer or the Seller (as applicable), it will be necessary and helpful for the parties to provide the transaction number.

8. Checking the Order Status

   The Buyer may check the status of their order at any time after placing the order by logging into their Yodify account

9. When Seller will Provide the Products

   During the order process the Seller will provide the Buyer with notice of shipment to inform the Buyer when it will provide the Products to the Buyer. The Seller will provide all Products in accordance with the Yodify Shipping Notice and notify Yodify once the Products are delivered.

10. When Buyer Become Responsible for the Goods

    A Product will be the Buyer’s responsibility from the time the Seller delivers the Product to the address provided by the Buyer.

11. When Buyer Owns Goods

    The Buyer will own a Product once the Buyer becomes responsible for the goods and Yodify or the Seller (while "credit terms" are in effect) has received payment in full.

12. What will Happen if Buyer does not Give Required Information to Seller

    The Seller may need certain information from the Buyer so that they can supply the Products to the Buyer. If so, the Seller will contact the Buyer to ask for this information. If the Buyer does not give the Seller this information within a reasonable time of asking for it, or if the Buyer gives the Seller incomplete or incorrect information, the Seller may either end the contract or make an additional charge of a reasonable sum to compensate them for any extra work that is required as a result. The Seller shall not be responsible for supplying the Products late, supplying the Product to an incorrect address or not supplying any part of them if this is caused by the Buyer not giving the Seller the information the Seller needs within a reasonable time.

13. What Happens if Buyer does not Receive Product

    The Buyer must notify the Seller and Yodify if they did not receive the order, and the Seller may, with the agreement of the Buyer, resend the Products or cancel the order and refund the Buyer any sums paid. If the order is cancelled, the Seller must notify Yodify.

14. Where Can Sellers Sell To

    Sellers are free to accept orders only for specific locations. Buyers must read the Seller Conditions of any Seller they wish to purchase Products from to discover whether the Seller will accept the order based on delivery location and jurisdiction.

15. International Sales

    Buyers and Sellers may use our Service to enter into a cross-border or international sale agreements. It is the responsibility of the Buyer and the Seller to comply with the Laws and regulations that may apply in such case. This includes compliance with all Taxes, import and export control laws, and privacy and data protection laws.

Products on Yodify

1. Products May Vary Slightly from Their Pictures

   The images of the Products on our Site are for illustrative purposes only. Although we have made effort to display the colors accurately, we cannot guarantee that a device's display of the colors accurately reflects the color of the Products. Products may vary slightly from those images.
    
   Since Yodify depends on user inputs on product images, SKU images may be set to the image of the base product. At any time, the description of the product should be the most accurate portrayal of the product being sold or bought.

2. Product Packaging May Vary

   The packaging of the Product may vary from that shown in images on our Service.

3. Making Sure Your Measurements are Accurate

   If the Seller is making the Product to measurements the Buyer have given, the Buyer is responsible for ensuring that these measurements are correct. The Buyer can find information and tips on how to measure by contacting the Seller.

4. Product and Material Selection

   Manufacturers, and Sellers, provide a variety of products with various product options and configurations including materials of construction that can be expected to perform well in a wide range of applications. The product information presented is intended as a guide for the purchaser to make an appropriate selection for the application. It is the purchaser’s sole responsibility to make a careful analysis of all application and process parameters (such as all chemical components, temperature, pressure, flow rate, abrasives, contaminants, etc.), when specifying product, materials, options and components for the particular application. Yodify, the Manufacturer, and the Seller, are not in a position to evaluate or guarantee the compatibility of the process media, environment, or other process parameters with the product, options, configuration or materials of construction selected.

5. Product Liability

   The customer will not modify the products; in particular, it will not modify or remove existing warnings about risks due to improper handling of the products. In case of breach of this undertaking, the customer shall internally indemnify Yodify, the Seller, and the Manufacturer from and against any and all product liability claims asserted by third parties unless the customer is not responsible for the defect causing liability.
   
   In the event Manufacturer, or Seller, is caused to call back or send a warning notice due to a defect in the products, the customer shall use its best efforts to support Manufacturer, and Seller, and take part in all reasonable measures that the Manufacturer, and/or Seller, deems reasonable and appropriate; in particular, the customer will establish the necessary customer information. The customer shall bear the costs for the product recall or warning notice unless it is not responsible for the defect in the products and the loss occurred according to the principles of product liability laws. Further claims of Manufacturer, and Seller, shall remain unaffected.
   
   The customer will promptly inform Manufacturer, and Seller, in writing about any and all risks in connection with the use of the products and any possible defects in the products that become known to it.

Price and Payment

1. Where to Find the Price For the Product

   The price of the Product will be the price indicated on the order page when the Buyer places their order. Sellers takes all reasonable care to ensure that the price of the Product advised to Buyers is correct. However please see clause 7.3 for what happens if the Seller discovers an error in the price of the Product that the Buyer ordered.

2. Currency

   Sellers may select the currency in which to sell the Products. On the Site the prices may be displayed in the following currencies: (a) Canadian Dollars, (b) United States Dollars, (c) British Pounds, (d) Euro, (e) Australian Dollars. Buyers may select in what currency to view the prices. The currency will automatically convert to the currency of the domestic jurisdiction of the Buyer at the time of the transaction (based on the exchange set by the payment portal at the time of the order confirmation by the seller). Alternatively, Buyer can pay in Seller's currency.

3. What Happens if Seller Got the Price Wrong

   We provide an online marketplace for a large number of Products sold by numerous Sellers. It is always possible that, despite Sellers’ reasonable efforts, some of the Products on our Site may be incorrectly priced. If a Seller discovers an error in the price of the products a Buyer has ordered, the Seller may cancel the order and contact the Buyer to inform the Buyer of this error and the cancellation of the order.
   
   If you are the Seller, you should not process the Buyer’s order until you have the Buyer’s instructions. If the Seller is unable to contact the Buyer using the contact details the Buyer provided during the order process, the Seller will treat the order as cancelled and notify the Buyer and Yodify of the same in writing. If the Seller mistakenly accepts and processes the Buyer’s order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Buyer as a mispricing, the Seller may cancel supply of the Products and refund the Buyer any sums paid. If the Seller cancels the order, the Seller must notify the Buyer and Yodify of the cancellation.

4. When You must Pay And How You must Pay

   We, on behalf of Sellers, accept payment with credit cards (the “Payment Card”).  We shall charge the Buyer’s Payment Card when the Seller accepts the Buyer’s offer pursuant to clause 5.3. If the Buyer’s Payment Card is not accepted or payment is not able to be collected using the Payment Card, we shall contact the Buyer to inform them to provide an alternative Payment Card.

5. Credit Terms

   Sellers may, at their sole discretion, extend credit to any Buyers by entering into separate contracts with the Buyers (the “Credit Terms”). If the Seller and the Buyer agree to the Credit Terms in advance of the purchase, the Buyer may pay for the Products purchased via the Service directly to the Seller according to the terms and conditions of the Credit Terms.

How We may Use Buyer and Seller Personal Information

Our Obligation to Buyers and Sellers for Payments

Termination

1. Termination by Buyers and Sellers

   Buyers and Sellers may terminate this Agreement by closing their accounts on our Service. Requests for closing the accounts shall be sent to support@yodify.com. Please note that if you still browse the Service you will be bound by our Website Terms of Use.

2. Termination by Us

   We may terminate or suspend any account (and any related accounts) and your access to the Service if: you breach this Agreement, you become insolvent, bankrupt or anything akin to such event; and/or if we choose to discontinue to operate our Service.

Dispute Resolution

1. Dispute Resolution With the Seller

   A transaction made via the Service is an agreement between the Buyer and the Seller, and to resolve any issues or disputes, we suggest that Buyers contact Sellers directly.

2. Applicable Laws

   Any issue arising out of a transaction between a Buyer and a Seller is to be resolved in accordance with applicable Laws and the Seller Conditions.

WARRANTY

USER INDEMNITY

Other Important Terms and Conditions

1. We may transfer our rights and obligations under this Agreement to another organisation and will give you notice if we do so.
2. You may only transfer your rights or your obligations under this Agreement to another person if we agree to this in writing.
3. This Agreement is between you and us. No other person shall have any rights to enforce this Agreement. Neither of us will need to get the agreement of any other person in order to end this Agreement or make any changes to the terms and conditions herein.

4. Our Relationship with Buyers and Sellers

   Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us and you, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

5. If a Court Finds Part of This Agreement Illegal, The Rest will Continue in Force

   Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of terms and conditions in this Agreement are unlawful, the remaining terms and conditions will remain in full force and effect.

6. Even If We Delay in Enforcing This Agreement, We can Still Enforce It Later

   If we do not insist immediately that you (as Buyer or Seller) do anything you are required to do under this Agreement, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Products, we can still require you to make the payment at a later date.

7. Which Laws Apply

   This Agreement is governed by the Laws of the Province of British Columbia and the Laws of Canada applicable therein, and the parties attorn to the exclusive jurisdiction of the arbitral bodies or courts of competent jurisdiction, excluding any rules of private international Law or the conflict of Laws that would lead to the application of any other Laws and excluding any Laws that implement or are based upon the United Nations Convention on Contracts for the International Sale of Goods.

8. Contract Language

   This Agreement and all ancillary terms, contracts, agreements, documents or notices relating thereto be will be drafted in English. The parties hereto acknowledge that they have required this Agreement to be drawn up in the English language. Les Parties aux présentes ont expressément requis que cette entente soit rédigée en anglais.

9. Alternative Dispute Resolution

   Subject to subsection 14.10, the following terms will govern any disputes arising between you and Yodify:
   

   
   

   • Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator.
   • The seat of arbitration and the place of arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration will be the English language. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
   • Any award rendered in the arbitration is final and binding and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.
   • The costs of arbitration, including fees, travel expenses and other expenses of the arbitrator and witnesses, the fees or charges by the centre and the reasonable legal fees and expenses, as determined by the arbitral tribunal, of the successful party, shall be borne by the unsuccessful party.
   • The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the privacy of the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law or judicial decision.

10. Court Jurisdiction Preserved

    We may bring suit in any appropriate forum or court of competent jurisdiction to avoid irreparable harm or to preserve the status quo, or for any breach (or threatened breach) of infringement or misappropriation of our intellectual property rights, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters, all matters that are not properly subject to arbitration pursuant to this term, and all permitted appeals arising from an arbitration pursuant to this term.

11. Changes to This Agreement

    We may make changes to this Agreement, but if we do so we will notify you.

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