Shopper Terms and Conditions
Welcome to ShopCartsLive and Our Website at www.ShopCartsLive.com, and Our iOS or Android mobile applications.
These Shopper Terms (“Terms”) constitute a legal Agreement between You and ShopCartsLive governing the use of the ShopCartsLive Platform. You confirm that prior to Your registration as a Shopper on the ShopCartsLive Platform, You read and understood these Terms, Further, Your consent to these Terms is confirmed whenever You access and use the Shopper Services on the ShopCartsLive Platform. If you do not agree to be bound by these Terms, you should not access and use the Services for Shoppers on the ShopCartsLive Platform.
These Terms incorporate Our Privacy Policy, App Privacy Policy, Cookie Policy, GDPR Compliance Statement, and End User License Agreement, and Your agreement and consent to these Terms confirms that You have read and understand the incorporated items.
The words or phrases following have certain meanings herein:
a) Agreement means this agreement with ShopCartsLive, which includes all terms and conditions herein;
b) Account means an account that is created when a person or entity completes a registration in its entirety on ShopCartsLive and includes a separate contemporaneous agreement by that person or entity to abide by these ShopCartsLive Shopper or Business Terms, as appropriate for the person or entity completing the registration. Without exception, all registrants on ShopCartsLive must have Accounts as either a Shopper or as Business;
c) Attendee means any Shopper who receives an invitation to a Shopcast, and then views or watches the Shopcast;
d) Business means any person or entity on the Platform operating any type of business, including all types of retailers, wholesalers, distributors, manufacturers, etc. and offering and selling products in all categories and subcategories, who are or may be an incorporated business, an unincorporated business, a sole proprietorship, a partnership, a joint venture, or other form of business organization used to operate a business, and who:
ii) can create Shopcasts to offer and sell specific products in specific markets selected by the Business anywhere at any local time of day;
iii) can retain or hire Shopcasters as and when needed in order to host Shopcasts, which retention must be approved by an Authorized Representative for the Business;
iv) if the Business is or will be operating as an unincorporated business, or as a sole proprietorship, the Business principal(s) must not be a minor(s) in their jurisdiction of residence (i.e. be at least 18 years old) at the time of registration on ShopCartsLive;
f) Handle name means a nick name that an individual Shopper may choose to retain anonymity. Note: If an entity operates as a business, the business name must be used (i.e., use of a generic Handle name for a business is not permitted);
g) License means a limited, revocable, non-exclusive, and non-transferable license to gain access and use the ShopCartsLive Platform and Services, in accordance with these Terms for purposes intended herein;
h) PIPEDA means the Personal Information Protection and Electronic Documents Act;
i) Platform means www.ShopCartsLive.com, and the ShopCartsLive IOS and Android mobile applications, or the ShopCartsLive App. Product sales do not take place on the Platform;
j) Service or Services means and includes the ability for Shoppers to create Tags 24/7, the ability for Businesses to receive and respond to Shoppers’ Tags of interest 24/7, the ability for Businesses to create Shopcasts 24/7, the ability for Businesses to retain Freelance Shopcasters, the ability for Shoppers to communicate with other Shoppers about their Tags, and the ability for both Businesses and Shoppers to publish social, shopping and product information Content;
k) Shopcast means a live event on the Platform, which a Business can create to offer and sell a specific product in a pre-selected market anywhere at any local time. When the Shopcast is posted (but before it is live), the Platform will automatically and immediately send invitations to all Shoppers, who have current or previously posted active Tags, and to other Shoppers who may create new Tags for that specific product, until the time the Shopcast is conducted live in the market selected by the Business. Live Shopcasts may be held simultaneously in the one market for a single or for different products, or in multiple markets for a single or for different products;
l) ShopCartsLive means the ShopCartsLive website, and the ShopCartsLive IOS and Android mobile applications;
m) Shopper means any person or entity having an Account on ShopCartsLive, who can create live Tags 24/7 to find and buy new or pre-owned products on the Platform from Businesses, or alternatively, pre-owned products from other Shoppers;
n) Shopper Seller means any Shopper on the Platform who:
ii) can also create a live Shopper Seller Shopcast to offer and sell a specific pre-owned product in specific markets selected by the Shopper Seller anywhere at any local time of day. The Platform will then simultaneously invite active Shoppers in the specifically targeted market who have current live Tags matching the specific pre-owned product featured in the created Shopper Seller Shopcast;
iii) must not be a minor(s) in their jurisdiction of residence (i.e. be at least 18 years old) at the time of registration on ShopCartsLive;
p) Tag means any post on the Platform created by a Shopper describing and looking to buy a certain new or pre-owned product. The Tag can also specify if the Shopper either wants to buy the product online, or in a specific geographic location, or wants to choose both. Businesses, and Shopper Sellers, as the case may be, can respond accordingly;
q) Terms means the Terms and conditions herein;
r) You, Your, Users all mean persons or entities registered on and having an Account on ShopCartsLive, and as implied in all respective intended contexts herein;
s) We, Us, Our all mean ShopCartsLive.
1. Your Agreement with and Registration on ShopCartsLive
1.2. The provisions set out in these Terms govern Your access to and use of Our Platform and constitute a legally binding Agreement between You and ShopCartsLive. If You do not agree to these Terms at the time of registration, or after any revisions thereto from time to time, You must not use Our Platform.
1.3. Subject to You reading and consenting to these Terms when You register on ShopCartsLive, We hereby grant You a License to use Our Platform, provided that the permission granted herein may be withdrawn and the License terminated, if Your access to and use of the Platform violates these Terms at any time.
1.4. Your Account registration must be accurate, truthful, straightforward, and complete. You may be required, at ShopCartsLive request, to provide relevant official documents to ShopCartsLive on demand to confirm the data entered in Your Account, failing which ShopCartsLive may forthwith suspend and/or terminate Your Account forthwith, in its sole discretion.
1.5. You have no legal entitlement to access and use of the Platform; ShopCartsLive reserves the right to refuse the registration of any party without giving reasons.
1.6. You are responsible for maintaining the confidentiality of Your Account and Your Password. You are responsible for all activities that occur in Your Account. You agree that all actions carried out by any person on Your Account or on Your behalf shall be deemed to be an act carried out by You, and You shall ensure that all persons who have access to and use Your Account are authorized to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of Your Account, or the Platform for any actions by any persons You may authorize to Use Your account. You will notify ShopCartsLive forthwith if You become aware of any breach of any confidential information.
2. Shopper Seller Shopcasts
Create Shopper Seller Shopcasts – to Sell Pre-Owned Products
2.1. Shoppers have access to and use of Shopper Seller 24/7 live feeds and Shopper Seller Shopcasts. (To set up a Shopper Seller 24/7 live feed to receive Tags, please see website menu “My Pre-Owned Products for Sale”; to see how to set up a Shopper Seller Shopcast, please see website menu “Live Shopcasts”.)
2.2. When You complete the set up of a 24/7 live feed to offer Your pre-owned products and then go live, You will automatically receive Tags from all other Shoppers in real time whenever the Tags are created, if their pre-owned product Tags match the pre-owned product in Your live feed. You can instantly respond to all Tags as they are posted.
2.3. After you set up Your 24/7 live feed for Your pre-owned product, You can then create a live event Shopper Seller Shopcast for that product, and all other Shoppers who are posting Tags up to the time of the Shopcast, or who have previously posted Tags matching the product in Your Shopcast, will be invited to the Shopcast when Your Shopper Seller Shopcast as soon as it goes live, and invitations will continue until the actual time for Your Shopper Seller Shopcast.
2.4. When setting up Your 24/7 live feed, or Your Shopper Seller Shopcast, You can target Shoppers in multiple specific market locations, i.e. by country, state/province, and city.
2.5. If You want to sell another but different pre-owned product, You will have to add a new category and subcategory for both the 24/7 live feed and Shopper Seller Shopcast as in 2.1. above.
Shopper Seller Shopcast Restrictions and Limitations on ShopCartsLive Liability
2.6. Shopper Seller Shopcasts may be used only and strictly for the purpose of offering pre-owned products previously acquired and intended for personal use;
2.7. Shopper Sellers are specifically prohibited from creating Shopper Seller Shopcasts to offer products, that on any basis or in any manner are determined to be on a retail or wholesale basis, which determination may be made by ShopCartsLive in its sole discretion. If it is determined by ShopCartsLive that a Shopper Seller is in contravention of this specific prohibition, all privileges available to that Shopper on the Platform may be immediately terminated, and that Shopper will have no recourse against ShopCartsLive. In addition, ShopCartsLive may pursue other alternatives against the Shopper Seller, as ShopCartsLive may, in its sole discretion, deem necessary.
2.8. Your response to all Shoppers’ Tags will be in a straightforward, truthful, and accurate manner. You agree that You are responsible and liable for any product information or any sales in response to Tags, and You will hold ShopCartsLive harmless from any claims and/or legal actions that may arise there from. You are responsible and liable for any product information in presented in a Shopper Seller Shopcast, and You will also hold ShopCartsLive harmless from any actions that take place on, or that may be a result of, a Shopper Seller Shopcast, including any transactions and payments that may take place.
2.9. You agree that ShopCartsLive has no influence on and assumes no liability for any information that other Shoppers provide in Tags for a pre-owned product.
2.10. You are responsible and liable for the quality and reliability of any pre-owned products or services that You offer for sale or make available on the Platform, and You will hold ShopCartsLive harmless from any claims and/or legal actions that may arise there from.
2.11. You agree that ShopCartsLive is a platform only, and ShopCartsLive has no influence in any transaction or control over or responsibility for the actions of or requests from other Users on the Platform, or any liability for any part of any transaction that may occur between You and another User, including receiving payment for any pre-owned products You may offer and sell as a result of Your activity on the Platform.
2.12. You agree and confirm that pre-owned product sales and all elements of any transaction between You and another User for any Purpose will take place as You and the other User may direct and decide, and ShopCartsLive has no liability therein.
2.13.1. You must not upload any categories or subcategories on ShopCartsLive, or create Shopper Seller Shopcasts, that include, or offer and/or sell, pre-owned products that in any way are illegal, unsafe, contraband of any kind, that require a special permit or license to be offered for sale, or that contravene any laws regarding the sale of any such pre-owned products;
2.13.2. Without limiting the general intent of the immediately foregoing, You must not offer or promote the sale of:
2.13.2.2. Documents, currency, and financial instruments;
2.13.2.3. Hazardous goods and materials;
2.13.2.4. Human exploitation and sexual services;
2.13.2.5. Illegal drugs and drug paraphernalia;
2.13.2.6. Recalled products;
2.13.2.7. Stolen products;
2.13.2.8. Counterfeit products;
2.13.2.9. Subscriptions;
2.13.2.10. Weapons and ammunition, except in jurisdictions where legally permitted;
2.13.2.11. Explosives;
2.13.2.12. Tickets for sporting and/or entertainment events of any kind;
2.13.2.13. Tickets in lotteries.
3. Shopper and ShopCartsLive Relationship
3.1. You shall comply with all reasonable and lawful instructions from ShopCartsLive pertaining to the use of the Platform. Failure to comply will result in termination of Your access to the Platform.
3.2. You have no authority, and shall not represent that You, or any person related to You, are authorized to bind ShopCartsLive in any way, and You shall not commit any act or otherwise conduct yourself in such manner which might reasonably create the impression that You are so authorized.
3.3. You shall not represent to any other person that ShopCartsLive guarantees any commissions herein, nor make or attempt to make a commission sharing arrangement with any other User. Commissions can only be earned as specifically described on the Platform.
3.4. Except as may be expressly permitted in writing by ShopCartsLive, You shall not and are not authorized to use the ShopCartsLive trademark, name, or any of Our intellectual property, or any variations or misspellings thereof, or other term or terms which may be similar to or which might be confused in any way with any of Our intellectual property.
3.5. You may simultaneously participate in more than one part or aspect of the Platform; however, You will not use any part or aspect if You have not read and consented to the Terms therein, if required in such Terms, or if You are not authorized by the Terms therein.
3.6.1. Any dispute of any kind that may arise between You and another User pursuant to Your use of the Platform must be resolved by You and the other User, and You will hold ShopCartsLive harmless in any such dispute. Further, we will not assist with dispute resolution between You and the other User and We are not obliged at any time to adjudicate on any such dispute. In the event of any dispute, You are responsible for contacting the relevant third party directly. Without prejudice to the foregoing, We remain entitled at all times to investigate, at Our sole discretion, any complaint regarding the use of Our Platform or any suspected unlawful activity and to take any action that We deem appropriate, including filing a report, at Our discretion, with any appropriate authorities.
3.6.2. Should an action or claim arise against ShopCartsLive from any third party as a result of Your use of Our website, You will allow ShopCartsLive, at its discretion, to assume control of the defense against any such claim or action, and You will cooperate with ShopCartsLive as may be required in such defense. You will not agree to settle any action or claim against ShopCartsLive without Our express prior written consent.
3.7. You undertake that all communications with ShopCartsLive, and with other Users on ShopCartsLive, which may occur or become required during the course of this Agreement, are honest, clear, and not misleading or deceptive in any manner.
3.8. You agree and accept that Your communications on the Platform may be the subject of assessment by ShopCartsLive, when and as deemed appropriate by ShopCartsLive, in its sole discretion. You undertake to cooperate fully with ShopCartsLive at all times and to provide any and all such documentation and records of communication, as well as other information and clarifications that may be required by ShopCartsLive, in order to enable ShopCartsLive to conduct such assessments.
3.9. You will not breach or violate any of the Terms herein. In the event that, in ShopCartsLive sole discretion, You breach or violate these Terms, or violate any intellectual property rights of ShopCartsLive or any other third party, or any laws when using ShopCartsLive, or upload false or inappropriate information or material on the Platform, ShopCartsLive may, in its sole discretion, may take any measures it may deem necessary in the circumstances, including termination of Your License and Account, and/or legal action. We encourage Users to report any abuse of privilege or similar incidents to ShopCartsLive.
3.10. You agree that this Agreement does not create an exclusive agreement between ShopCartsLive and You relative to any other User.
3.11. Except as expressly set out in this Agreement or as may be permitted by any applicable law, You undertake:
3.11.2. to not provide nor otherwise make available Our Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person or other entity;
3.11.3. to not make any copy or copies of Our Platform or any portion thereof in any form or on any medium;
3.11.4. to comply with all applicable technology control or export laws and regulations;
3.11.5. to not in any way disrupt, disable, or otherwise impair the proper working of the Services, Our Platform or Our servers, through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming or any other such or similar activity;
3.11.6. to not include or distribute malware, malicious, self replicating, or disruptive code, viruses or Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code or any other technologies that may adversely affect the operation of any computer software or hardware or harm Our Platform or ShopCartsLive, or the interests or property of ShopCartsLive’ Users, or the functionality of the Platform;
3.11.7. to not reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of Our Platform or any of its contents for any purposes except as may be described in these Terms.
3.13. The Platform is intended to provide Shoppers and Businesses with a way to exchange information. ShopCartsLive does not guarantee or represent in any way that such information is accurate, and Users are required to perform their own due diligence as to the accuracy of any such information. Users should seek appropriate advice before taking or refraining from taking any action in reliance on any information contained on the Platform.
4. Content
4.1. Content means all content provided and published by You on the Platform, and includes any statements, opinions, recommendations, advice, declarations, information, product information, or images of any kind (“Content”).
4.2. You irrevocably and unconditionally represent and warrant that any Content uploaded by You to our Platform complies with the PIPEDA and the GDPR and any other applicable local, national, and international laws, and Our Privacy Policy.
4.3. You represent and warrant that You are the owner of and have the right to publish any Content uploaded by You to ShopCartsLive, or if Your information references or includes any third party intellectual property of any kind that You have prior consent, and/or licenses, or other appropriate releases (in the form required by the owner of such third party intellectual property), to use any such intellectual property. For purposes herein, intellectual property includes trademarks, patents, material subject to copyright such as graphics, photographs, logos, videos, software source code, proprietary technology, and other property or rights as may be related to and/or applicable as implied in the context therein.
4.4. You represent and hereby warrant that Your Content does not infringe on any third party intellectual property rights.
4.5. You agree You are responsible and liable for the quality, veracity, and accurateness of any Content created and presented by You, or Content from a third party which may be part of Your Content.
4.6. We do not assert any ownership over Your Content. You retain full ownership of all of Your posted Content, including any intellectual property rights that You own, or associated with Your Content.
4.7. You agree You are fully responsible and liable for any actions, statements or representations in the Content made or provided by You on the Platform, and You expressly agree to exonerate and hold ShopCartsLive harmless from any claims, liability, damages, and legal costs from third parties that may arise as a result of or from Content posted by You on ShopCartsLive.
4.8. You will not initiate any legal action against ShopCartsLive regarding Your Content.
4.9. We have the right, in Our sole and absolute discretion, and without notice to You:
4.9.2. to move Your Content to other locations on the Platform We may deem more appropriate;
4.9.3. to pre-screen or delete any Content at any time and for any reason;
4.9.4. In the event ShopCartsLive takes any action as contemplated herein, You shall have no recourse against ShopCartsLive.
4.11. We will not disclose or distribute the Content uploaded by You to a third party, except when required by law, a court of competent jurisdiction, or any governmental or regulatory authority. Notwithstanding the foregoing, ShopCartsLive may, and have the right to make a disclosure, if, in Our sole discretion, any third-party reasonably claims that any Content posted or uploaded by You to our Platform constitutes a violation of their rights under applicable law.
4.12. You hereby grant ShopCartsLive an unrestricted, free, and perpetual license to, but only when and if appropriate, distribute or use any Content that You upload to Our Platform. Such Content may be used or distributed by ShopCartsLive to anyone, in any way, in any form, at any time, on any information media, and edited or categorized as ShopCartsLive may in its sole discretion decide.
4.13. ShopCartsLive may use the Content You upload for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such Content shall be anonymized and used only for the general purposes of improving the Services and our responses to Users of the Platform.
Content Standards
5.1 These Content Standards apply to all Content on the ShopCartsLive Platform.
5.2. Content must not:
5.2.2. violate any law in any jurisdiction or any legal duty owed to a third party, such as a contractual duty, a duty of confidentiality, or any other duty arising under law;
5.2.3. be or contain any material which is fraudulent, misleading, disparaging or defamatory of any person, obscene, slanderous or libelous, inflammatory, or promote any illegal activity, discrimination, immorality of any kind, violence, or ill-will and hostility;
5.2.4. be threatening, intimidating or abusive, violate or invade a third party’s privacy, or cause or be likely to cause alarm, or needless anxiety to any third party;
5.2.5. be used to impersonate any person or business, or to misrepresent your identity, or Your affiliation with any person or business without their prior written consent;
5.2.6. give the impression that any Content posted by You is ShopCartsLive’ Content;
5.2.7. advocate, promote, or assist any unlawful act or include any material which is criminal in nature;
5.2.8. be posted in inappropriate categories or areas on the Platform;
5.2.9. promote or include any information on or about counterfeit items, or promote or include any information about stolen goods or intangible property;
5.2.10. be posted if You are either temporarily, indefinitely or permanently suspended from using the ShopCartsLive Platform;
5.2.11. include or distribute malware, malicious, self replicating, or disruptive code, viruses or Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code or any other technologies that may adversely affect the operation of any computer software or hardware or harm Our Platform or ShopCartsLive, or the interests or property of ShopCartsLive’ Users;
5.2.12. use any robot, spider, scraper, data mining, or other automated means to access, monitor, or copy any part or all of the Platform, or copy any Contents that are owned by another User for any purpose, or bypass any Platform security measures, or bypass robot exclusion headers;
5.2.13. interfere or tamper with the working of all or any part of Our Platform, or modify, reverse engineer, or impose an unreasonable or disproportionately large load on Our infrastructure;
5.2.14. wrongfully discriminate or suggest a preference for or against people based on a personal characteristic, included but not limited to, race, ethnicity, colour, national origin, citizenship, religion, age, sex, sexual orientation, gender identity, family status, marital status, disability, or medical or genetic condition. Content must comply with all applicable laws prohibiting discrimination;
5.2.15. include or otherwise promote the buying, selling or facilitation of online gambling for money or money's worth, including digital currencies. Online gambling includes gaming, betting, lotteries, raffles, casino, fantasy sports, bingo, poker and sweepstakes in an online environment;
5.2.16. include or otherwise promote job opportunities or offer or solicit Users for job opportunities.
5.4. If You post Content that violates these standards, ShopCartsLive may take additional action against You, as We may deem necessary.
Taxes and Compliance With Laws
6.1. You shall, at Your cost, comply with all applicable laws and regulations, whether federal, state/provincial, or international, including any changes to such laws and regulations from time to time which may be applicable, pursuant to Your activities on the Platform. Failure to comply will result in termination of Your access to the Platform, and to ShopCartsLive generally.
6.2. You must not offer and/or sell pre-owned products that in any way are illegal, unsafe, or may be deemed to be contraband of any kind.
6.3. It is Your specific responsibility to ensure that all claims or statements You make on the Platform are lawful.
6.4. You are solely responsible for the payment of any taxes, including income and sales and/or value added taxes, that may be applicable to You pursuant to Your activities on ShopCartsLive.
6.5. You agree and undertake that You will at all times ensure that none of Your actions shall cause any actual or potential breach of any laws which are, and which may from time to time become applicable to ShopCartsLive, and You undertake to cooperate with ShopCartsLive pursuant to any requests by ShopCartsLive aimed at achieving or enhancing ShopCartsLive’ compliance with applicable laws and regulations from time to time.
6.6. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject ShopCartsLive to any registration requirement within such jurisdiction or country.
7. Warranties
7.1. ShopCartsLive’ Services are available on an “as is” basis. To the full extent permissible by law, We disclaim all warranties, express or implied, relating to Our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
7.2. We do not warrant that the Services, Our Platform, any content thereon, or electronic communications sent by Us are free of viruses or other harmful components.
7.3. You irrevocably and unconditionally represent and warrant that any Content that You upload to our Platform complies with the PIPEDA and the GDPR and any other applicable local, national, and international laws, and Our Privacy Policy.
7.4. If You receive communications from third parties on the Platform, We do not make any warranties, express or implied, as to the qualifications, quality, suitability, fitness for purpose, completeness or correctness of any such third party communications. No third party is authorized to make any statement or representation on ShopCartsLive behalf.
7.5. You hereby represent and warrant to ShopCartsLive the following:
7.5.2. You are not in breach of any applicable laws and regulations by opening an Account and becoming a User on the Platform;
7.5.3. You are not bankrupt or subject to any administrative, insolvency order, tax, or other proceedings;
7.5.4. You are not subject to any current criminal indictment or proceeding;
7.5.5. You shall not commit any act or do anything which might reasonably be considered: (i) to be immoral, deceptive, scandalous or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the reputation of and goodwill associated with ShopCartsLive;
7.5.6. You will keep Your Account information correct and up to date.
7.7. ShopCartsLive does not warrant:
7.7.2. any products offered on the Platform;
7.7.3. the conduct and performance of any User.
8. Limitation of Liability
8.1. We are not liable for the completeness, accuracy or correctness of any Content uploaded on Our Platform, by third parties, or the completeness, accuracy or correctness of information on any third party websites linked to the Platform.
8.2. ShopCartsLive has no liability to You, for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, negligence, strict liability, or other theory, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services or Our Platform):
8.2.2. business interruption;
8.2.3. loss of anticipated savings;
8.2.4. loss or corruption of data or information;
8.2.5. loss of business opportunity, goodwill or reputation; or
8.2.6. any other indirect or consequential loss or damage.
8.2.7. loss caused by unauthorized access by any third party, including a loss of any information, including confidential information;
8.4. These Terms set out the full extent of Our obligations and liabilities in respect of the supply of the Services and Our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Us. Any condition, warranty, representation or other terms concerning the supply of the Services and Our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
9. Privacy
9.1. For the purpose of complying with applicable data protection legislation, ShopCartsLive will process any personal information You provide to Us in accordance with Our Privacy Policy.
9.2. You guarantee that if You provide ShopCartsLive with personal information relating to a third party: (a) You have in place all necessary and appropriate consents and notices to enable lawful transfer of such personal information to ShopCartsLive, and (b) that You have brought to the attention of any such third party the ShopCartsLive Privacy Policy.
9.3. You agree to indemnify ShopCartsLive in relation to all and any liabilities, penalties, fines, awards, or costs arising from Your non-compliance with these Privacy Policy requirements.
10. Intellectual Property
10.1. You acknowledge that all ShopCartsLive’ intellectual property rights are Licensed (not sold) to You, and that You have no rights in, or to, Our intellectual property, other than the right to use it in accordance with these Terms.
10.2. Any intellectual property rights in Content uploaded by You to Our Platform will continue to be Your property. You agree that You grant Us a royalty-free and non-exclusive licence to use, reproduce, publish and display such intellectual property on Our Platform as and when appropriate, for promotional purposes, internal administrative purposes, improvement of Our Services on the Platform, and for any other purposes set out in these Terms.
10.3. You acknowledge that You have no right to have access to Our Platform in source code form.
10.4. You must not modify any paper or digital copies of any materials from Our Platform. If You print or download from Our Platform in any way. You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
10.5. ShopCartsLive’ status (and the Content of any identified contributors to the Platform) as the authors of content on Our Platform must always be acknowledged.
10.6. You must not use any part of the Content on Our Platform for purposes not specified on Our Platform, without first obtaining express prior written permission from Us.
11. No Partnership or Agency
The relationship between ShopCartsLive and all Users on the Platform is as independent parties or contractors. Nothing in this Agreement is intended to, or shall be deemed to, establish an employee-employer relationship, create any partnership or joint venture between any User and ShopCartsLive, create any principal and agent relationship between any User and ShopCartsLive, nor authorize any User to make or enter into any commitments for or on behalf of ShopCartsLive.
12. Assumption of Risk
12.1. You acknowledge and agree that any information posted on Our Platform is not intended to create any fiduciary relationship between You and Us.
12.2. You agree that Your use of the Platform is entirely at Your own risk, and that You are responsible for any actions, and expenses or costs incurred by You, pursuant to Your activities on the Platform.
13. Indemnity
You agree to indemnify and hold ShopCartsLive, Our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of Your act, default, or omission, related to Your use of Our Platform, Services, and/or any websites or software in relation thereto or otherwise, including any breach by You of these Terms or any laws or regulations or otherwise.
14. Electronic Communications, Transactions, and Signatures
14.1. Using the Platform, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications from Us, and You agree that all agreements, website changes or updates, notices, disclosures, and other communications We provide to You electronically, via email and/or on the Platform, satisfy any legal requirement that such communication be in writing.
14.2. ShopCartsLive will communicate with You from time to time by email or on the ShopCartsLive social platform. In the normal course, We will use email as the preferred communication method, with the choice being within our sole discretion and appropriate to the circumstances at the time.
14.3. You are responsible for keeping Your email address current at all times. You agree that an email sent to You to the last address We have on file for You is adequate for communication purposes herein. Failure to keep your email address current may result in a failed communication, which may cause You to not receive an important message from Us.
14.4. You have the option to opt out of receiving most but not all emails from Us.
15. Service Interruptions
15.1. Without notice, explanation or liability, and in Our sole discretion, We may need to interrupt Your access to the Platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Platform may be affected by unanticipated or unscheduled downtime, for any reason, but that We shall have no liability for any damage or loss caused as a result of such downtime.
15.2. You agree that access to or operation of the Platform may from time to time be interrupted by technical difficulties, and You agree that We have no liability for any such disruption if and when it may occur. We will repair any disruption of Platform operations as expeditiously as possible.
16. Force Majeure
16.1. No party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
16.2. In the event that a party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, ShopCartsLive may, in its sole discretion, determine fair and reasonable fees as may be applicable for all Services provided up to the date of termination. Such payment shall take into account any contractual commitments prior to the termination of this Agreement.
17. Other Important Terms
17.1. We are and remain the sole owner of the ShopCartsLive Platform, website, and all intellectual property and information created by ShopCartsLive related to, or on, the Platform and website.,
17.2. ShopCartsLive may transfer its rights and obligations under these Terms to another organization, but this will not affect Your rights or obligations pursuant to these Terms.
17.3. You may not transfer Your rights or obligations under these Terms to another person, unless We expressly agree in writing prior to any such transfer.
17.4. These Terms and any document expressly referred to in it constitutes the entire Agreement between You and ShopCartsLive, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral. You agree that You shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement in any statement in these Terms or any document expressly referred to in it.
17.5. If We fail to insist that You perform any of Your obligations under these Terms, or if We do not enforce Our rights against You, or if We delay in doing so, that will not mean that We have waived Our rights against You and will not mean that You do not have to comply with those Terms. If We do waive a default by You, We will only do so in writing, and that will not mean that We will automatically waive any later or different default by You.
17.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
17.7. These Terms and any other disputes or claims that may arise there from are governed by the laws of Canada. In the event of any disputes or claims in connection with these Terms, You agree to first engage in good faith discussions with Us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days of appropriate notice given by either party to the other herein, we both irrevocably submit to the exclusive jurisdiction of the courts of Canada. In any resulting action, the successful party shall be entitled to recover its legal costs from the other party.
18. Agreement Termination; Services Alteration or Termination
18.1. ShopCartsLive may, in its sole discretion, terminate this Agreement, or suspend Your Account and/or terminate the License with You at any time for any reason for cause, by giving written notice to You at any time with immediate effect. We specifically reserve the right to terminate this Agreement if You violate any of the Terms outlined herein, including, but not limited to, violating ShopCartsLive intellectual property rights, or the intellectual property rights belonging to a third party, failing to comply with laws or legal obligations applicable to You, not complying with Your legal obligations to any particular Shopper, and/or publishing or distributing Content not permitted on the Platform. We may initiate legal action against You, without limiting the generality intended herein, for any of the following reasons:
18.1.2. You use any third party intellectual or copyright material without prior written permission;
18.1.3. You cause or allow Your Account to be accessed and used improperly;
18.1.4. You become subject to a criminal indictment or become charged in any criminal proceeding;
18.1.5. You use or propose to use the Services contrary to law, common decency or good morals, or otherwise improper or detrimental to the reputation of ShopCartsLive;
18.1.6. You make false representations or create false statements, commit fraud or deception of any kind, and/or similar activity on ShopCartsLive.
18.3. ShopCartsLive may, in its sole discretion, at any time, for any reason, and without notice, change, remove, or delete any Terms, or revise, change, delete, or terminate any of the Services or parts of the Services provided herein, either temporarily or permanently. If it is deemed necessary by Us in Our sole discretion, We shall notify You accordingly.
19. Miscellaneous
19.1. The headings used in these Terms are for reference only and have no impact on the intent or interpretation of any content herein.
19.2. You are responsible for any social media links You may add when and after You set up Your Account, and You are responsible when You may use such links. You are responsible for any maintenance that may be required for such links.
19.3. Any questions, comments, or notices about any subject herein should be sent to info@Shopcums.com
