ONE OF A KIND ONLINE SHOP SELLER TERMS OF SERVICE
For Non One of a Kind Exhibitor
Last updated on: May 1, 2017
These Terms of Service ("Terms", "Terms of Service") govern your use of the One of a Kind Online Shop ("Service", “Online Shop”) operated by Informa Canada Inc. (“Manager”, "us", "we", or "our").
Please read these Terms of Service carefully before using our website and application (the "Service").
Your access to and use of the Service is based on your participation at the One of a Kind Online Shop during your annual subscription term.
By accessing or using the One of a Kind Online Shop, you (“Seller”) accept these terms and conditions in full.
CONDITIONS OF SELLING.
The conditions of the Seller being allowed to sell on the ONLINE SHOP ARE:
1. The craft you are selling at the Online Shop must be both hand crafted and designed by the Seller themselves in Canada or the United States
2. The craft must be produced by the Seller
3. All listings on the Online Shop must be for sale. By listing an item on the Online Shop, Seller warrants that they and all aspects of the item comply with the Manager’s published policies. Seller also warrants that they may legally sell the item. Seller must accurately describe items and all terms of sale in Online Shop. Seller’s listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be substantially similar in character and quality provided that allowances shall be made to accommodate the handmade nature of each item. Each unique item must have its own listing.
4. Seller is urged to outline shop policies for their Online Shop. These policies may include, for example, shipping, returns, payment and selling policies. Seller must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with the Online Shop's site-wide policies.
5. Seller is responsible for enforcing their own reasonable shop policies. Manager reserves the right to request that Seller modify a shop policy. Seller is responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The Seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the Seller's listing (such as payment method), or (b) the Seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.
6. The price stated in each item listing description must be an accurate representation of the sale. Seller may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Seller may not charge excessive shipping fees or otherwise avoid fees. Seller may not alter the item's price after a sale for the purpose of avoiding the Online Shop’s transaction fees, misrepresent the item's location, or use another user's account without permission.
7. The Manager has the sole discretion to select who will sell products on the One of a Kind Online Shop and may terminate this Agreement at any time without further obligation to Seller other than any amounts due and owing, for products already sold and shipped in accordance with this Agreement.
Membership Fee: Seller shall remit an annual fee of One Hundred dollars ($100) + all applicable taxes (13% HST) upon execution of this Agreement. The Membership fee is not refundable.
Membership Renewal: One of a Kind Online offers annual subscriptions that renew until they are cancelled by the seller. During your renewal period, your membership fee to the Online Shop will automatically renew under the exact same conditions unless you cancel it or One of a Kind Online cancels it. You may cancel your Subscription renewal by contacting One of a Kind Online via email: email@example.com). Please note your notice of non-renewal must be received before the renewal period begins. You will be billed for the Service until you properly cancel your Online Shop or One of a Kind Online terminates your account. Your cancellation may not take effect until completion of the current billing cycle.
Commission Fee: Seller shall pay Manager a fee equal to Ten Percent (10%) of the total value of each product sold on the Online Shop, plus all applicable taxes (13% HST). The commission fee(s) collected on all completed orders are not refundable.
Your Status and Fees
If you remain as an “non exhibitor” during the renewal period: Your membership fee to the Online Shop will automatically renew under the exact same conditions unless you cancel it or One of a Kind Online cancels it. You may cancel your Subscription renewal by contacting One of a Kind Online via email: firstname.lastname@example.org). Please note your notice of non-renewal must be received before the renewal period begins. You will be billed for the Service until you properly cancel your Online Shop or One of a Kind Online terminates your account. Your cancellation may not take effect until completion of the current billing cycle.
If you become an One of a Kind exhibitor during your subscription term or after your renewal period: Your membership fee will not be refunded/pro-rated refunded. Your commission rate however will be adjusted to 5% (plus applicable tax) on the day this status change takes place.
In the event where you become an exhibitor during your subscription term, but subsequently cancel your participation at the One of a Kind Show(s): You can continue to sell at the One of a Kind Online Shop as long as you agree to pay a $100 annual “non exhibitor” membership fee plus applicable tax. The commission fee set forth in Section 2(c) shall immediately be increased to 10% (plus applicable tax). Your annual subscription term as an “non exhibitor” will take affect on the day you make this status change.
Prices for the Service are subject to change upon 30 days notice from One of a Kind Online. This notice may be posted on our website or may appear with the Service itself. If you do not agree to the price change(s), you may cancel your account during this 30-day period. By continuing to use the Service after the effective date of a pricing change, you thereby agree to such pricing change.
For “non exhibitor” seller, you must agree to commit your participation for one year from the date Seller’s items are first offered for sale. In the event of an online store cancellation, the Manager shall only be responsible for returning to the Seller any outstanding payment (Remittance Amount excluding annual Membership Fee which is nonrefundable). It is understood and agreed that the Manager shall not be responsible for any losses or damages, pecuniary or otherwise, either foreseen or unforeseen, incurred by the Seller in the event of cancellation by the Manager. The Manager is not responsible nor guarantees any sales or earnings during or following the participation of the Seller on the One of a Kind Online Shop.
TERMINATION IN EVENT OF BREACH OF CONDITIONS.
The Manager shall have the absolute right to terminate the Agreement forthwith without notice, and without limiting the generality of the aforesaid, any breach of the conditions and covenants contained in Paragraphs 1 (Conditions of Selling) and 2 (Service Fees), and any willful damage. In the event the Seller does breach this Agreement, then, they shall not have any recourse against the Manager for any damages or losses, pecuniary or otherwise, either foreseen or unforeseen.
Any notice required to be delivered pursuant to this Agreement may be delivered personally or be delivered by prepaid cost to the respective parties at the following address:
- Seller - as stated above
- Manager - Informa Canada Inc./The One of a Kind Show, 10 Alcorn Avenue, Suite 100, Toronto, Ontario, M4V 3A9. In the event of a notice mailed by prepaid post
- aforesaid, it shall be deemed to have been received by the parties, to whom it is addressed on the 2nd business day, following the date mailing.
LAW TO GOVERN.
The Agreement shall be interpreted according to the laws of the Province of Ontario.
CHANGE OF GENDER OR NUMBER.
This Agreement shall be read with all changes of number and gender as may be required by the context.
If any covenant or provision herein is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the validity or any covenant or provision hereof. The failure of Manager at any time to require performance by Seller of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by Manager of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
BINDING EFFECT ON PARTIES.
This Agreement shall be binding not only upon the Seller individually, but shall also be binding upon the “Seller’s” respective heirs, executors, administrators, successors and permitted assigns who shall execute any instruments and perform any acts which may be necessary or proper to carry out the purposes of this Agreement. This Agreement shall not be assignable by the Seller without the written consent of the Manager whose consent may be arbitrarily withheld.
CRAFTS TO BE SOLD.
Seller is permitted to sell any items on the Online Shop that conform with the Managers polices. MANAGER SHALL BE PERMITTED TO REMOVE ANY ITEMS AT ANYTIME WHICH IT BELIEVES (IN ITS SOLE DISCRETION) TO BE IN VIOLATION OF A STATED POLICY OR OTHERWISE DAMAGING TO THE COMMERCIAL REPUTATION OF THE MANAGER OR THE ONE OF A KIND BRAND.
Seller warrants and represents that it is the owner and manufacturer of the crafts and products it sells on the Online Shop and holds all interest and title to and these rights to such do not conflict with or infringe on the intellectual property rights of any other person, and the Seller has not received any claim or written notice from any person to such effect, nor to the knowledge of the Seller, has any such action been threatened.
MANAGER, MANAGER'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND MANAGER'S SUPPLIERS PROVIDE MANAGER'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. MANAGER, MANAGER'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND MANAGER'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM MANAGER SHALL CREATE ANY WARRANTY.
IN NO EVENT SHALL MANAGER, AND (AS APPLICABLE) MANAGER'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR MANAGER'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, MANAGER'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. MANAGER’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF MANAGER'S SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO MANAGER IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100.
ONLINE SHOP SERVICE.
Manager does not guarantee continuous, uninterrupted access to the Online Shop, and operation of the Online Shop may be interfered with by numerous factors outside Manager's control.
COMPLIANCE WITH LAWS.
Seller agrees to comply with all applicable rules, laws, licensing requirements, regulations, ordinances and order of governmental authorities, at any time or from time to time in force during the term of this agreement that may effect, in any way, Seller ’s obligations under this Agreement. In addition, Seller shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on Manager's net income).
Each party represents and warrants that (i) at the commencement and during the Term, such party will lawfully be able to perform this agreement and grant to the other party the rights granted herein; and (ii) such performance and grant of rights, and any materials created pursuant thereto, will neither violate nor infringe the rights of any person, firm or entity including, but not limited to, others’ rights in copyrights and others’ rights in trademarks.
Manager shall retain ownership of the marks One of a Kind Show® and all other marks developed for or used for the production of the Show (collectively “Informa Canada Trademarks”). Except as otherwise permitted herein, all uses of Informa Canada Trademarks are subject to Manager’s prior written approval and will inure solely to the benefit of Manager. Manager herby licenses to Seller during the term and any renewal term the right to use the Informa Canada Trademarks in accordance with this agreement. Seller covenants and agrees with Manager that it shall not misuse the Informa Canada Trademarks. Seller shall retain ownership of its marks (collectively “Seller Trademarks”). Except as otherwise allowed herein, all uses of Seller Trademarks are subject to Seller’s prior written approval and will inure solely to the benefit of the Seller. Seller hereby licenses to Manager during the term and any renewal term the right to use the Seller Trademarks in accordance with this agreement. Manager covenants and agrees with Seller that is shall not misuse the Seller Trademarks.
Each party’s status hereunder is that of independent contractor, and not that of an employee, agents or representatives of the other party. Neither party is authorized to commit or bind the other party, to incur any expenses on the other party ’s behalf, or to enter into any oral or written agreement in the other party’s name or behalf and will not state or imply that it is empowered or authorized to do so. Nothing herein will create, expressly or impliedly, a partnership, joint venture or other association between the parties. With respect to any of its employees, each party will discharge all of the obligations and responsibilities of an employer under any applicable federal, state or local laws, regulations or orders, including but not limited to, those relating to taxes, unemployment compensation, social security, worker’s compensation, pensions, disability benefits and the filing of all returns and reports required of employers and the payment of all amounts required.
Seller shall indemnify, protect, defend and hold harmless Manager and its respective officers, directors, members, managers, trustees, parents, subsidiaries, partners, agents and employees from and against any and all liabilities, judgments, penalties, claims, including infringement of the intellectual property rights of any third party, demands, suits, causes of action, losses, expenses or damages, including but not limited to, attorney ’s fees and expenses and court costs arising out of or in any way connected with Seller’s (i) obligations or performance under this agreement, (ii) any breach of this agreement or any of its representations or warranties set forth in this agreement, (iii) acts and omissions, and/or (iv) loss of life, personal injury or property damage resulting from Seller’s activities pursuant to the agreement, unless occasioned by an intentional act or a grossly negligent omission of manager. The claims subject to indemnity under this Section 18 will include (i) a defect or alleged defect in the crafts or products provided by the Seller, including without limitation defects relating to manufacturing, improper testing, design, quality of service, or any breach of warranty regarding the products and services or any component of them, (ii) misrepresentations made by the Seller in connection with the promotion, marketing, sale, distribution, use, safety, or efficacy of the products and services based upon information supplied by the Seller, (iii) the content of any labeling, inserts, instruction manuals, or advertising supplied or complied by the Seller, or (iv) any recall taken with respect to Seller’s crafts or products.
This Agreement and any and all Exhibits and/or Riders set forth the entire agreement between the parties hereto with respect to its subject matter and supersede all prior agreements and undertakings between the parties concerning the subject hereof. No modification, amendment, waiver, termination or discharge of this Agreement or any provision will be binding upon either party unless confirmed by a written instrument signed by an officer of such party and no such action in any one instance will be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement will be cumulative and none in limitation of any other of either party.