Webcatt Conditions of Use

WEBCATT ONLINE CATALOGUES (WOC) CONDITIONS OF USE

Conditions of Use IMPORTANT: If you are not of legal age to form a binding contract (in many places, this is 18 years old), then you must get your parent or guardian to read these terms and agree to them on your behalf before you use WOC at WEBCATT.CA or before you provide any information about yourself in the Service. This document is a Contract and it should be reviewed with your parent or guardian so that you both understand how the Service works and what restrictions or rules apply to your use of the Service. These Use Terms are a contract between you and us. They govern your WOC Service use. Agreeing to these Use Terms is a condition of any WOC Service use. You signify your agreement to these Use Terms and will be legally bound by them from the date on which you: - click to accept or agree to these Use Terms where WOC presents an option to do so, either on the Website or otherwise; or - use the Services in any way, in which case you understand and agree that your WOC Service use will signify your acceptance of these Use Terms from the moment you first begin to use the WOC Service. Effective date is 2021–01–01. The WOC Service Our Website services 3 broad visitor groups, and delivers the following components to each, respectively: VISITORS: BUYERS When you purchase paid Products, you will receive access to our sales and support network. Upon payment the Seller will be notified and you will be contacted by the Seller using the email provided in your order to set up Shipping details. From this point, your transaction contact will be the Seller. Webcatt provides on line product catalogue and marketing services only. Product fulfillment, including shipping is managed entirely by the Seller. All shipments are tracked through Canada Post Corp. or other tracking enabled shipping company by the Seller and proof of shipment is required to finalize all purchase and payment transactions. Additional terms from Sellers may apply. Shipping cost may be extra. SELLERS ONLY When you purchase paid Products, you will receive access to our Development and Support Network You agree that, except where the nature of the WOC Service requires otherwise, each component of the WOC Service constitutes a separate and distinct service, and we are not necessarily obliged to render two or more components of the WOC Service as a single, indivisible service. While it remains at WOC’s discretion to grant a refund, we will work hard to make you happy. Your use of the WOC Service you are claiming a refund for may be terminated when you are refunded. Without detracting from any of our rights, you agree that we are entitled to discontinue any aspect of the WOC Service you may be using if you fail to pay any amount when it falls due or if you breach these Use Terms. In the event we incur expenses to recover amounts you owe us, you further agree that we may recover our legal costs on the attorney and own client scale, collection charges and tracing fees, and any applicable VAT. Products Our products are provided directly from the Manufacturer, which is not limited to Artists, Painters, Architects, Crafts-people, Clothiers, Gift makers. Any Support Service required is provided by email so you need an email address to receive it. Support Services are only available to you and you may not transfer them to any other person without our express, written consent. We may refuse to give consent for this at our discretion. CONTENT USE WOC grants users a Content License in respect of WOC Intellectual Property which forms part of the Services. To the extent that any copying, reproduction, distribution, transmission, display, broadcasting or publishing of any Content is expressly permitted (such permission to be interpreted in its most restrictive sense) users may do so, provided that all trademarks, trade names and all copyright, ownership, proprietary and confidentiality notices included on or in relation to the Content are retained and displayed without alteration or modification and not in any manner obscured or removed. Users are further required, as a condition of this Content License, to clearly and expressly attribute Webcatt as the Content’s source (with valid URL to the original content). Users acknowledge that they do not acquire any ownership rights or rights to use the Content except where explicitly permitted to do so. In the event WOC revokes the Content License, users may no longer use the Content. Changes to the Services We may change any aspect of the WOC Service without written notice to you. These changes may include discontinuing aspects of the WOC Service or the WOC Service in its entirety. In the event we do make any changes to any aspect of the WOC Service, we will publish updated WOC Service information which shall detail the: Fees Where fees are payable for any component of the WOC Service, these fees are payable in advance and we may, in our sole discretion, suspend any aspect of the WOC Service which you have not paid for. Products sold to you via the Webcatt Online Catalogue are the property of the manufacturer until all amounts are paid. The Shipping of products to Buyers is the sole responsibility of the Sellers/Manufacturers and as such communication between the Buyer and the Seller shall be facilitated as a normal part of the Webcatt supply chain. Price Prices are in Canadian Dollar and if applicable the Seller has included any applicable taxes in the final price. Shipping costs are managed exclusively by the Seller unless noted as a line item on the Webcatt order. Payment processors All our payments are processed by PayPal (2211 North First Street San Jose, California 95131, USA). With PayPal you are also able to pay with most credit card brands. Under special circumstances we may accept Interac® eTransfer payments. Your Privacy For information about our data protection practices, please read the Privacy Policy linked on the footer of every page on our site. This policy explains how and under what conditions we will process your personal information, and protect your privacy, when you use the WOC Service. You agree that we may process your personal information in accordance with the Privacy Policy. You shall not provide WOC with any personal data (EU/GDPR) or personally identifiable information (USA/CANADA) unless specifically authorized in writing beforehand. If you do, you shall fully indemnify WOC for all costs and damages associated with its processing and removal, including administrative fines and costs of secure deletion. Warranties Save as expressly set out in these Use Terms, we do not make any representation or give any warranties whatsoever in respect of the WOC Service. If you are not, factually or legally, authorised to bind another person as our Customer to these Use Terms, you agree that you will be personally liable to WOC for any amounts due to us in terms of these Use Terms or otherwise as a consequence of using the WOC Service in the event the legal entity concerned refuses or fails to pay any amounts which are due to us and as if you contracted with us for your personal WOC Service use. Amendments You agree that we may, in our sole discretion, amend these Use Terms at any time, in any way and from time to time. We will publish details of our proposed amendments to these Use Terms in a notice to this effect on our Website. This notice will identify the specific amendments we propose making to these Use Terms and the date on which these proposed amendments will become effective. You agree that such a notice will be adequate notice of the proposed amendments and that these amendments shall automatically come into effect on the date specified in this notice. You further agree that it is your responsibility to review these Use Terms regularly in the event that we do publish a notice of proposed changes. Your continued use of the WOC Service (except where your continued use of WOC Service is permissible in terms of, for example, specific licenses) will be subject to you agreeing to the amended Use Terms. Interpreting these Use Terms These Use Terms contains a number of words and phrases which have specific meanings and most of which are capitalised. The Glossary, below, contains many of these words and phrases (others are set out in these Use Terms’ body and are designated by terms in quotation marks). We also apply certain rules when interpreting these Use Terms and the Interpretation Guide, which sets out these rules, is below. Duration These Use Terms shall continue to bind you for so long as you make use of WOC Service. Effects of Termination In the event these Use Terms are terminated for any reason whatsoever, the following clauses shall survive termination and continue to bind you: - Fees; - Liability; - Breach; - Governing Law and Jurisdiction; - and Domicilium and Notices. Liability Disclaimers and Limitation of Liability To the fullest extent permissible by law, we disclaim all warranties of any kind, whether express or implied in respect of the WOC Service and you use the WOC Service at your own risk. You agree that neither we or our Associates shall be liable for any Losses which you may sustain however arising and whatever the cause, in particular pursuant to your or any 3rd Party’s use of, access to and/or interference with the WOC Service. You also agree that our liability to you pursuant to these Use Terms shall furthermore be limited to the total amount of the fees you paid for your WOC Service use. Indemnity You and any 3rd Parties using the WOC Service or Website indemnify us and our Associates from any Losses, which may arise as a result of your or the 3rd Party’s unlawful conduct, wilful misconduct and/or gross negligence. You are not allowed to use WOC Service to violate any law, conduct any kind of illegal activity, publish illegal content or promote illegal activity. Maintenance and Repair You acknowledge that from time to time the WOC Service may be suspended, either in part or as a whole, for maintenance, repair and improvements. We agree, wherever reasonably possible, to give twenty-four (24) hours notice of suspension of the WOC Service affected by the proposed suspension. We deal with this in more detail in our Support Policy. Save as set out elsewhere in these Use Terms or the Support Policy, we shall not be liable for any Losses which may be sustained as a result of the suspension of the WOC Service save as provided for in the Support Policy, where applicable. Rights Infringements If any person is of the view that his, her or its rights have been infringed through unlawful WOC Service use by any person, that person may address a complaint to WOC which satisfies the following requirements and/or sets out the following information: - the full names and address of the complainant; - the written or electronic signature of the complainant; - identification of the right that has allegedly been infringed; - identification of the material or activity that is claimed to be the subject of unlawful activity; - the remedial action required to be taken by WOC in respect of the complaint; - telephonic and electronic contact details, if any, of the complainant; - a statement that the complainant is acting in good faith; - a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct. Notifications must be addressed to: WOC Abuse Email: webcatt@webcatt.ca We will investigate the complaint on receipt of a complete and properly formulated complaint notice and will take appropriate action, where necessary. Such action may include, but is not limited to, removing offending Content and/or taking appropriate steps against offending users or Customers, where appropriate. We may not be able to, or it may not be appropriate for us to, respond to or act on every complaint. Breach Subject to any other provision of these Use Terms providing for the remedy of any breach of any provision of these Use Terms, should either Party (“the Offending Party”) commit a breach of any provision of these Use Terms and fail to remedy such breach within 10 days of receiving written notice from the other Party (“the Aggrieved Party”) requiring the Offending Party to do so, then the Aggrieved Party shall be entitled, without prejudice to its other rights in law to – - cancel these Use Terms, provided the breach in question is a material breach going to the root of these Use Terms; - or claim specific performance of all of the Offending Party’s obligations whether or not due for performance, - in either event without prejudice to the Aggrieved Party’s right to claim damages. Either Party shall be entitled to summarily terminate these Use Terms in the event of the other Party being placed in liquidation or under judicial management, whether provisionally or finally, or in the event of the other Party entering into a compromise with its creditors generally. All amounts due by the other Party in terms of these Use Terms shall, in the circumstances contemplated in this clause, immediately become due and payable to the prejudiced Party. Governing Law and Jurisdiction These Use Terms shall be governed in all respects by and shall be interpreted in accordance the Laws of the Province of Ontario, Canada. You consent to the jurisdiction of the Court in respect of any claim arising out of or pertaining to these Use Terms or the WOC Service even though any claim you may have against us exceeds the monetary jurisdiction of the Court. Interruption Event You acknowledge that, from time to time, the WOC Service may be suspended due to causes beyond our control which we refer to as Interruption Events. You agree that we will be relieved of our obligations in terms of these Use Terms during the period that the Interruption Event and its consequences continue, only to the extent we are reasonably prevented from fulfilling our obligations, and we shall not be liable for any Losses which you may suffer as a result. We will make reasonable efforts to notify you of an Interruption Event in writing as soon as we become reasonably aware of the Interruption Event. In the event that an Interruption Event exceeds 2 calendar months and in the event that neither we or our nominee are able to provide alternative services and/or facilities, either you or we may terminate these Use Terms and shall only remain liable for performance under these Use Terms which fell due immediately prior to the Interruption Event. Assignment By users or you Users or, where appropriate, you shall not be entitled to cede, delegate, assign or otherwise transfer all or any of its rights, interests or obligations under and/or in terms of these Use Terms except with our prior written consent. We will not unreasonably withhold our consent. By WOC We are entitled to cede, delegate, assign or otherwise transfer all or any of our rights, interests or obligations under and/or in terms of these Use Terms subject to us giving you reasonable written notice to that effect. Severability If any court which has jurisdiction finds any clause or term of these Use Terms to be unenforceable, then the Parties agree that the remaining terms and provisions of these Use Terms shall be deemed to be severable from the unenforceable provisions and shall continue in full force and effect unless such unenforceability goes to the root of these Use Terms, in which case these Use Terms shall terminate. Domicilium and Notices Any Party shall be entitled to change its domicilium from time to time, provided that any new domicilium selected by it shall be an address other than a post box number in Canada, and any such change shall only be effective upon receipt of notice in writing by the other Parties of such change. All notices, demands, communications or payments intended for any Party shall be made or given at such Party’s domicilium for the time being. A notice sent by one Party to another Party shall be deemed to be received: - on the same day, if delivered by hand; - on the same day, if transmitted electronically with receipt received confirming completion of transmission; - on the same day of transmission if sent by telefax with receipt received confirming completion of transmission, provided that the original of the notice shall, after such transmission, be sent by prepaid courier services to the Party to whom such notice shall have been given; - on the third day after despatch, if sent by prepaid courier. Notwithstanding anything to the contrary contained in this Domicilium and Notices clause a written notice or communication actually received by a Party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium citandi et executandi. The Customer You choose your physical address; postal address and email address which you supply to us if or when registering to use the WOC Service as its domicilium citandi et executandi (“domicilium”) for all purposes arising from or pursuant to these Use Terms. WOC WOC chooses the addresses and other contact details specified in this section, below, for all communication purposes under these Terms, whether in respect of court process, notices or other documents or communications of whatsoever nature. Access to the Content on or through the Services and the Website itself are classified as “electronic transactions” as defined by the Laws of the Province of Ontario on the protection of consumer rights and therefore you have the rights detailed in this law. A “transaction” between you and us may or may not fall under the provisions of the Laws of the Province of Ontario on the protection of consumer rights depending upon whether you represent a company or not. Our duties towards you may vary depending upon whether the transaction in question is subject to the Laws of the Province of Ontario on the protection of consumer rights, and we will rely on information you give us in order to determine whether the protection of consumer rights applies. Consequently: - You warrant that any statement you make to us regarding your status is accurate. - WOC Services are directed to companies and consumers. These Terms and Conditions apply equally to both groups with difference noted where necessary. - If you misrepresent your status and we are subsequently penalised as a result of our reliance on your misrepresentations you agree that we may hold you liable for any losses we sustain as a result. Our full name and legal status: Webcatt (Individual) trading as Webcatt Online Catalogues Address: Ontario CANADA L9P 1P2 (webcatt@webcatt.ca) These Use Terms, as read with the documents referenced in these Use Terms, constitute the sole record of the agreement between the Parties in regard to its subject matter. No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in these Use Terms. No addition to, variation or consensual cancellation of these Use Terms, including this clause, shall be of any force or effect unless in writing and signed by or on behalf of all the Parties. The Parties undertake at all times to take all reasonable steps to implement and comply with these Use Terms. Interpretation Guide In these Use Terms, headings are for convenience and are not intended to be used to interpret the Use Terms. If the Use Terms refers to a Party who is liquidated or sequestrated (or has been through a comparable process under a different legal system), then the Use Terms will also be applicable to and binding on that Party’s liquidator or trustee, as the case may be. Unless these Use Terms indicates to the contrary, any references to any gender includes the other genders, a natural person includes an artificial person and vice versa, the singular includes the plural and vice versa. Where these Use Terms specifies any number of days, the number of days excludes the first day and includes the last day unless the last day falls on a Saturday, Sunday or public holiday in Canada, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday in Canada. Generally speaking, references to a “day” are references to typical business days. Any reference to “business hours” shall be construed as being the hours between 09h00 (nine hours) and 17h00 (seventeen hours) on any day. Any reference to time shall be based upon Eastern Standard Time/Daylight Savings Time (EST/DST); Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities. Accordingly, some of the limitations set out above may not apply to you. In particular, where you are using our Service as a consumer, nothing in these terms and conditions shall affect your statutory rights. The words and phrases in the Glossary and, where appropriate, elsewhere in these Use Terms bear the meanings assigned to them and related expressions bear corresponding meanings. Glossary “3rd Party” means a person other than WOC and a Customer; “Associates” means a Party’s officers, servants, agents or contractors or other persons in respect of whose actions that Party may be held to be vicariously liable; “the Charter of Rights and Freedoms” means Charter of Rights and Freedoms of Canada; “Content” means any material capable of and in which copyright protection subsists (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) including, but not limited to, what a Customer may have access to as part of, or through the Customer’s Service use; “Content License” means a personal, revocable, worldwide, royalty-free, non-commercial, non-transferrable and non-exclusive licence to use our Content either on or through the Service through a generally available web browser, mobile device or application solely for the purpose of enabling users to use the Service, in the manner permitted by these Use Terms and does not extend to scraping, spidering, crawling or other technology or software used to access data without our express written consent; “Customer” means the person contracting with us to use the WOC Service subject to these Use Terms and is either – you, personally, if you are contracting with us in your personal capacity; or a legal entity such as a company or close corporation you represent, in which case you: - represent to us that you are authorised by that legal entity to enter into this contract on that legal entity’s behalf; and - agree that when we refer to “you” in these Use Terms, we are referring to the legal entity you represent with you as its authorised representative; - “GPL” means the GNU General Public License, version 2 (or later) from the Free Software Foundation; “Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or material capable of copyright protection and in which copyright subsists (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property; “Intellectual Property Rights” means legal or moral rights in Intellectual Property; “Interruption Event” means strike, lock-out, fire, explosion, floods, riot, war, accident, act of nature, embargo, legislation, shortage of or a breakdown in transportation facilities, civil commotion, unrest or disturbances, cessation of labour, government interference or control, or any other cause or contingency beyond the control of the Party concerned; “Interrupted Party” means a Party prevented or restricted directly or indirectly from carrying out all or any of its obligations under these Use Terms by reason of an Interruption Event; “Losses” means all losses (including, but not limited to those in respect of injury, damage to physical property or loss of life), liabilities, costs, expenses, fines, penalties, damage, damages and claims, and all related costs and expenses (including legal fees on the scale as between attorney and own client, tracing and collection charges, costs of investigation, interest and penalties); “Parties” means WOC and the Customer (Buyer); or Seller “Privacy Policy” means our data protection policy framework located at https://webcatt.ca/privacy-policy/; “Products” means the catalogue of items for sale at the present time; “Canada” means Canada as described in the Charter of Rights and Freedoms; “Use Terms” means these terms and conditions, as amended from time to time; “Support Policy” means the terms and conditions establishing our minimum support undertakings in respect of the Services and located at http://www.webcatt.ca/support-policy/; “Support Service” means our Product support and update service described on the Website; “Start Using the Service” means using Support Service more than three times, ordering another paid product or changing license website(s); “Canadian Law” means all and any laws and regulations of Canada, including but not limited to the Charter of Rights and Freedoms, the Consumer Rights or any other legislative enactment or regulation in force from time to time applicable codes of conduct, as may be promulgated or amended from time to time; “use” bears its ordinary meaning and when used in the context of: the Website, means to visit or load the Website in a web browser, mobile phone or similar software application or device or otherwise engage with the Website; “user” means a person who is not a Customer and who uses the WOC Service or the Website; “HST” means the Harmonized Sales Tax (of Canada); “Website” means the WOC website located at http://www.webcatt.ca or such other websites as may be associated with and controlled by WOC from time to time; “WOC”, “us”, “we” and “our” means or are references to Webcatt.ca; “WOC Service” means the Content, Products, Support Service and Consulting, either collectively or in any combination.