These terms of use form a contract between User (hereinafter “User”, “Vendor”, “customer”, “buyer”, “seller”, “neighbour”, “you” or “your”) NEIGHBOUR'S PLATE [https://neighboursplate.com] (the “Website”) that governs your access and use of the website and its services. Please read these Terms carefully. It is a legally binding agreement between you and Company. By your use of our listing, marketing and advertising tools, you agree to comply with all of the terms of use set out in this document.
https://neighboursplate.com (hereinafter referred to as “we”, “us”, “our”, or “Company”). Your use of the website, listing and marketing are governed by the following terms of use ("Terms"). Company may update these terms of use or any provision of this document at any time with seven (7) days prior written notice to you.
THESE TERMS OF USE APPLY TO ALL SERVICES PROVIDED BY THE COMPANY UNLESS OTHERWISE EXPRESSLY STATED TO THE CONTRARY. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS OF USE.
ACCEPTANCE OF THIS AGREEMENT
If you use or otherwise indicate your acceptance of the Service(s) by "Register”, you have accepted this Agreement and agree to be bound by its terms.
SERVICES AND FEES
We provide a service that allows our vendors to access the vendor portal and list their products through our online platform. Customers can contact the vendor directly using phone, email and messaging and Purchase the products from them. Company is not responsible for any purchase made by the customer from the vendor.
Using the Services is generally free. We may charge fees for certain Services. If the service you use charges a fee, you will be able to review and accept that charge. Our fees are quoted in Canadian Dollars, and we may change them from time to time. We will notify you of changes to our fee policy by posting such changes on the site. We may choose to temporarily change our fees for promotional events or new services; these changes are effective when we announce the promotional event or new service. Our fees are non-refundable, and you are responsible for paying them when they're due. If you don't, we may limit your ability to use the Services. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.
Canadian taxes associated with our Services will be collected when applicable. You agree to provide accurate address information necessary for Neighbour's Plate to comply with its obligations under applicable law. To the extent that such information is not provided, Neighbour’s Plate will in its discretion determine and collect appropriate taxes.
GRANT OF LICENSE BY COMPANY
The Company hereby grants to Vendor the non-exclusive, non-transferable, non-sub-licensable right and license during the Term to (i) access the portal; (ii) use product listing services; and/or (iii) use other marketing related services in accordance with the terms of use of this Agreement.
USE AND AVAILABILITY OF VENDOR PORTAL
Vendor agrees to use, and Company agrees to make available, the Vendor portal during the Term according to the terms of use of this Agreement. Vendor understands and agrees that from time to time the Portal may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which Company may undertake from time to time; or (c) causes beyond the control of Company or which are not reasonably foreseeable by Company, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of website/app, Internet congestion or other failures.
RESTRICTIONS
Except as set forth in this Agreement, Vendor agrees not to (a) use or authorize use of the Vendor Portal for any purpose not specified in this Agreement; (b) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for unauthorized purposes the portal or access thereto; (c) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the portal, source code or any portion thereof; or (d) attempt to do any of the foregoing.
REGISTRATION
To become a Registered Vendor, you must accept all of the terms of use in this agreement. By becoming a Registered Vendor, you agree to: (1) abide by the Terms of this agreement and the processes, procedures, and guidelines described under this agreement; (2) be financially responsible for your use of the Website; (3) be financially responsible for creating account and providing services; and (4) perform your obligations as specified under this agreement, unless such obligations are prohibited by law. We reserve the right, in its sole discretion, to refuse, suspend, or terminate Services to anyone. We may, in our sole discretion, refuse to allow any person to register or create an account with us or cancel or suspend any existing account.
USERNAME AND PASSWORD
After Sign-up via registration form, Facebook, or Google, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer system, and you agree to accept responsibility for all activities that occur under your account or password. You agree that if You provide any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We shall have the right to indefinitely suspend or terminate or block access of your IP on the Website or suspend your account and refuse to provide You with access to the Website. Vendor agrees to notify Company immediately of any unauthorized use of Vendor’s Account. We will not be liable for any unauthorized use of Vendor Account.
PRIVACY POLICY
We will safeguard account information in accordance with our Privacy Policy. You consent to the Company's use and display on the Website of anonymous data records from information collected from your use of our Services. Please read our Privacy Policy for more details.
USER’S OBLIGATIONS
You represent, warrant, and covenant that:
You will be responsible for all of your Submitted Content including product images. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Company, to reproduce, distribute, publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content and Product images on and through the Services in the manner contemplated by these Terms;
No Submitted Content or Product images shall infringe or misappropriate any intellectual property right of a third party;
You will not post or provide any personal contact, inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
You will not upload, post or otherwise transmit any unsolicited or unauthorized listing, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services;
You will not interfere with or otherwise prevent other Vendors from selling their products;
You will comply with these terms and all applicable laws and regulations; Prohibited Contents
You will maintain accurate Account information;
You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Website’s Content and/or our Services or operations thereof, except as permitted in these terms;
You will not impersonate another person or gain unauthorized access to another person's Account;
You will not use our platform for any illegal purpose;
You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; and
You will not use scrape, spider, robot or other automated means of any kind to access the Services.
REVIEWS
We display on the Platform ratings and comments ("Reviews") provided by customers regarding the vendor and product. We have no responsibility or liability to you for any Reviews, and we will only remove or edit Reviews where the reviews are, in our view, unreasonably defamatory or otherwise objectionable. We will only do so in accordance with applicable legislation.
Reviews consist of a 1-5-star rating and selected reasons why you’ve chosen that review. Your submitted review, user name, profile photo (if available), and the category of the seller’s listing will be made public. User reviews should be left in good faith, ensuring that both you and the other user are depicting your interaction fairly. When leaving a review on another user’s account, the review should:
be truthful to what happened between you and the other user
not be left in an attempt to harass or abuse another user
not be in left in an attempt to manipulate or mislead other users
To ensure the integrity of the review system, users are not able to edit or remove reviews on their own profile or someone else’s. We will also not mediate review-related disputes. User reviews reflect the opinions of individual.
We reserve the right to remove reviews which violate our guidelines.
You will not yourself post, cause or allow any other party to post any Reviews about your own that are misleading, deceptive, fraudulent or which otherwise breach any guidelines for Reviews published by us.
RANKING PARAMETERS
We use various ranking parameters on the Platform to determine the order and prominence in which Vendor and Goods appear in search results in response to a Customer's search.
COMPANY’S DUTIES AND OBLIGATIONS
Pursuant to this Agreement, Company agrees to the following services:
To make sure items on the website with the complete details.
Be available should the Vendor have any need of assistance.
DISCOUNTS, OFFERS & PROMOTIONS
Any agreed discounts or special offers for products are offered by the vendor and not us. We merely advertise their offers as notified to us. If any such discounts or special offers are withdrawn by the Vendor, this is at their absolute discretion and decision. We will not be held responsible for any discounts or special offers refused by the Vendor.
MARKETING AND PROMOTION
The Company reserves the right to use the listings for promotional purposes on social media, websites, and e-mails. The Vendor grants Company and its legal representatives, heirs and assigns, the irrevocable and unlimited consent to use the listings and images of the Vendor for editorial, competition, advertising and any other purpose and in any manner, to alter the listing and images without restriction. The Vendor hereby releases Company and its legal representatives, heirs and assigns from all liability and claims in connection with the listing and images.
COMMUNICATION AND REFUNDS
The Vendor agrees to coordinate directly with the customers.
No Refund will be granted for any featured and promoted listing purchased by the Vendor.
QUALITY OF SERVICES
The Company intends to keep the quality of the brand by carefully crating each Vendor/Sellers items and credibility first and foremost before website exposure. The Vendor’s cooperation on ensuring quality of product before shipment and packaging should be in excellent condition.
NO IMPLIED LICENSES
“Intellectual Property Rights” means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, database rights, design rights, source code, portal and all other intellectual property rights and associated goodwill (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world. Except to the extent set forth herein, (a) Company does not grant to Vendor any other license, express or implied, to Company’s Intellectual Property Rights and (b) nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party. Company expressly reserves all Intellectual Property Rights not expressly granted hereunder.
INDEMNIFICATION
The Company is only acting as an intermediary between the Vendor and third-party clients for products. Any claims by third-party client or end-user causing illness, death, or any damage or loss are strictly the responsibility of the vendor and the Company will not be liable for the same. Vendor agrees to defend, indemnify and hold Company and its affiliates, service providers, partners and their respective officers, directors, employees and agents (the “Indemnified Parties”) harmless against any claim for damages, losses or any costs, including attorneys’ fees, arising from or related to Products, Vendor use of this Website and copyright infringement. Further, Company will not be liable for any law violation, negligence, cost and fines or any government breach by the vendor and its brand and sale of items online.
MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Party hereto represents, warrants and covenants to the other Party that: (a) such Party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when accepted by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its representations, warranties, terms of use.
VENDOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS
Vendor further represents, warrants and covenants that (a) no listing placed by Vendor will (i) infringe or misappropriate any third party’s Intellectual Property Rights; or (ii) breach any duty toward, or rights of, any third party, including rights of publicity or privacy; or (iii) be false, deceptive, misleading, unethical, defamatory, libelous, or threatening unlawful, harmful, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; (b) Vendor shall use collected Customer data only for its business or legal purposes and will not resale or distribute such data to third parties; (c) Vendor’s actions under this Agreement will comply with all applicable laws (including that Vendor’s collection, use and storage of data shall comply with all applicable privacy laws); and (d) it will not use the portal in a manner that reasonably could be expected to damage or cause injury to the Company’s Network System or otherwise reflect unfavorably on the reputation of Company.
DISCLAIMER
THE PORTAL IS MADE AVAILABLE TO VENDOR “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
LIMITATION OF LIABILITY
EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, PARTNERS OR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OR YOUR USE OR INABILITY TO USE THE PORTAL REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS AFFILIATE PARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES (COLLECTIVELY, THE “EXCLUDED DAMAGES”). YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ANY OF ITS SERVICE PROVIDERS, PARTNERS OR REPRESENTATIVES WILL BE LIABLE TO YOU FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY VENDOR OF THE PORTAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR’ SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH THE COMPANY IS TO DISCONTINUE YOUR USE OF THE SERVICES.
JURISDICTION AND APPLICABLE LAW
The use of the services and any agreements entered into are to be governed by and construed in accordance with the laws’ of the Alberta, Canada without any conflict of laws.
ENTIRE AGREEMENT
These terms constitute the entire agreement and understanding between you and the Company. No action of Company, other than an express written waiver, may be construed as a waiver of any part of this agreement, and no employee of Company is authorized to waive it orally.
WAIVER AND SEVERABILITY
If any provision of these terms is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid, and enforceable. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
Mobile Devices Terms
If you're accessing the Services from a mobile device using a Neighbours Plate mobile application (the "Application"), the following terms and conditions ("Mobile Devices Terms") apply to you in addition to the applicable Mobile Privacy and Legal Notice or End User License Agreement, as the case may be. Your use of the Application confirms your agreement to these Mobile Devices Terms.
Application Use
Neighbour's Plate grants you the right to use the Application pursuant to the following restrictions: you may not (a) modify, copy, publish, license, sell, or otherwise commercialize this Application or any information or software associated with this Application; (b) rent, lease or otherwise transfer rights to this Application; or (c) use this Application in any manner that could impair the Application or interfere with any party's use or enjoyment of the Application. You must comply with all applicable laws and third party terms of agreement when using the Application (e.g. your wireless data service agreement). The Application may not contain the same functionality available on the Neighbour's Plate website (and certain functionality may not be available depending on which Application and/or mobile device you are using). Your download and use of the Application is at your own discretion and risk, and you are solely responsible for any damages to your hardware device(s) or loss of data that results from the download or use of the Application.
Intellectual Property – Applications
Neighbours Plate owns, or is the licensee to, all right, title, and interest in and to its Applications, including all rights under patent, copyright, trade secret, trademark, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any Application and you will not remove, obscure, or alter Neighbour's Plate's copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by any Application.
Prohibited Countries Policy and Foreign Trade Regulation - Applications
The Application or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) any country subject to United States embargo; (b) to anyone on the U.S. Department of the Treasury’s list of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by U.S. export laws. When using the Application, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., 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 you are not listed on any U.S. government list of prohibited or restricted parties).
Additional Terms
Additional terms and conditions that apply to you based on the mobile device the Application is installed on:
iOS – Apple
These terms are an agreement between you and us, and not with Apple. Apple is not responsible for the Application and the content thereof.
We grant you the right to use the Application only on an iOS product that you own or control and as permitted by the Usage Rules set forth in Apple’s then-current App Store Media Services Terms and Conditions.
Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
Apple is not responsible for the investigation, defense, settlement, and discharge of any third party intellectual property infringement claim.
Apple is not responsible for addressing any claims by you or any third party relating to the Application or your possession and/or use of the Application, including but not limited to: (a) product liability claims; (b) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price, if applicable, for the Application to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application.
Apple and Apple's subsidiaries are third party beneficiaries of these terms, and, upon your acceptance, Apple as a third party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce these terms against you.
Android - Google
These terms are an agreement between you and us, and not with Google. Google is not responsible for the Application and the content thereof.
Your use of the Application must comply with Google’s then-current Google Play Store Terms of Service;
Google is only a provider of the Google Play Store where you obtained the Application;
Google has no obligation or liability to you with respect to the Application or these terms; and
You acknowledge and agree that Google is a third-party beneficiary to these terms as it relates to the Application.
CONTACT US [FOR NOTICE AND OTHER COMMUNICATIONS]
NEIGHBOUR'S PLATE
1188 3 Street SE 3301, Calgary, Alberta T2G 1H8
Email: hello@neighboursplate.com
Last Updated: June 15th, 2022
