Terms of use

 

Welcome to the M.A.D. SHOPPE transactional platform (the “Platform”) operated by SENSATION MODE (the “Operator”) from its location at 815 Ontario Street East, Montreal, Quebec.

Registration on the Platform is reserved for company owners who are at least 16 years of age.

The Platform is designed to help your Company promote and sell its products and services. For those purposes, as the Operator, we take all steps to provide a secure Platform offering state-of-the-art technology and autonomy.

This document sets out the conditions of use, as well as the terms and conditions of the contract (the “Agreement”) relating to use of the Platform by your Company.

This Agreement contains important information concerning your rights, obligations and responsibilities while using the Platform, in addition to the fees and costs associated with such use.

Your use of the Platform confirms that your Company agrees to be bound by this Agreement and its terms and conditions, and that you undertake to comply with this Agreement at all times.

Your use of the Platform is also subject to our Confidentiality Policy, which sets out how the Operator collects, uses and communicates Personal Information via the Platform.

1- DEFINITIONS

When written in upper-case letters in this Agreement, the terms below have the following meanings:

• “Client”: any person who accesses the Platform for the purpose of purchasing the products and services on offer, or who accesses the Platform merely for browsing purposes;
• “Company Account”: the account of the Company associated with the Platform;
• “Content”: any messages, information, data, texts, articles, blog posts, graphics, reports, illustrations, photographs, videos or any other content provided, disseminated or otherwise posted on the Platform;
• “Company Content”: any material, information, data, document, information or other Content concerning or describing the Company and posted by the Company on the Platform from time to time;
• “Anonymized Data”: data relating to platform use, client data and other data generated by the Platform processed using a de-identification technology or method recognized by industry standards that, consequently, no longer relates to an identified or identifiable individual or legal entity. It is understood that Anonymized Data does not include Personal Information;

• “Data Relating to Use”: data input or generated by the Platform relating to statistics, trends, performance and analyses, including pages views, performance statistics, error frequency and devices’ electronic attributes, including the browser name/version, operating system and country. Data Relating to Use is generally used to improve the Platform, monitor its performance and gain an understanding of its salient characteristics;
• “Client Data”: i) all of the Personal Information; and ii) any data generated or submitted by any Client of the Company via the Platform. Notwithstanding any provision to the contrary in this Agreement, the Anonymized Data and the Data Relating to Use are not considered to be Client Data;
• “Company”: any company using the Platform for the purposes of posting public information and promoting the goods and services offered in the course of its business activities; for the purposes of this Agreement, use of the word “you” means the Company, unless the context dictates otherwise;
• “Law”: any law, regulation, rule, code, ordinance, constitution, treaty, common law, judgement, decree or any other requirement of a federal, provincial, territorial, municipal or foreign government or any of its political subdivisions, or of any competent arbitrator, court or tribunal;
• “Platform”: collectively means:
• The M.A.D. SHOPPE website geared towards the general public and accessible online at www.madshoppe.com enabling users, in particular, to discover the goods and services offered by any Company;
• Any technology developed to operate the Platform, including software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and any other tangible or intangible technical materials; and
• The administration, hosting, management and monitoring of computer systems carried out in relation to the foregoing;
• “Intellectual Property”: any intellectual property, including without limitation the works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulas, data, information, questionnaires, images, reports, results, analyses, software, R&D information, technical information, prototypes, specifications, models, drawings, algorithms, products, compositions, processes, protocols, methods, tests, devices, computer programs, trademarks and any property rights contemplated by patent law, copyright law, trademark law, industrial design and models law, semiconductor chip law or any other legal provisions or any principles of civil law or common law applicable to the protection of information or intangible property rights, including trade secrets law, which may confer a right in connection with the foregoing, in addition to any applications, recordings or other proof of a right in connection with the foregoing;
• “Personal Information”: any information concerning an identifiable individual that said individual provides to the Company or that the Company collects and uses in the course of its business activities, provided that such information is not in the public domain.

2 - M.A.D. SHOPPE PLATFORM/IMPROVEMENTS AND MODIFICATIONS

The Operator may modify this Agreement at any time. Once you have been notified about such modifications and the nature thereof, you shall be bound by them: therefore, you must visit this page periodically to review the Agreement in effect at that time and any modifications thereto, as applicable. If you do not agree with a condition or a modification of the Agreement, you must stop using our Platform immediately. Continuing to use the Platform after any such modifications have been posted constitutes acceptance thereof.

The Operator may cancel, modify, suspend or interrupt any aspect of the Platform at any time, without notice or liability and for any reason whatsoever. The Operator reserves the right, at its sole discretion, to correct any errors or omissions in any portion of the Platform at any time and without notice, but confirms that it is under no obligation to do so.

3- RULES OF USE OF THE PLATFORM

Use of the Platform is subject to the following rules:

(i) The Platform may not be used in any way that violates applicable Laws or our policies made available to you, including this Agreement;

(ii) You may not disrupt the Platform’s use or enjoyment by third parties, particularly if said use entails constant and repeated automated requests for data other than that authorized under this Agreement and in particular if said use has a harmful impact on our systems or our network, including any abnormal use that overloads the servers or leads to the blocking of certain portions of our network (e.g. denial-of-service and denial-of-distributed-service attacks);

·      You may not use the Platform to create, transmit, distribute or store any material that violates the Intellectual Property rights of any person, or that violates any privacy and publicity rights or other personal rights of individuals or export controls, or that may otherwise be threatening, abusive or hateful, or that constitutes pornographic material or that constitutes or encourages misconduct that could be regarded as fraudulent or criminal or that could give rise to civil liability;

·      You may not use the Platform (i) if such use involves the distribution, disclosure or use of all or part of the Platform in any way whatsoever or by unauthorized third parties, including via any time-sharing services, service offices, networks or any other means, or (ii) if such use involves the use of any robots, data spiders, data scrapers, deep links or other tools for collecting or extracting similar automated data, programs, algorithms or methodology in order to access, acquire, copy or monitor the Platform or any portion thereof, or involves the decompilation, disassembly or any other form of reverse engineering or an attempt to reconstruct or discover any source code or the Platform’s underlying ideas or algorithms, by any means whatsoever;

·      You may not use the Platform to promote privileges, promotions or consumer loyalty programs by redirecting users, either explicitly or implicitly, to the Company’s website or to promote a larger product catalogue by redirecting users, either explicitly or implicitly, to the Company’s website;

·      You may not use the Platform if such use involves penetrating our security defences, including without limitation:

(i)  By posting or transmitting any files containing a virus, worm, Trojan horse or any other contaminating or destructive characteristics;

(ii) By interfering with the proper functioning of the Platform;

(iii) By attempting to pirate the security requirements or processes in use on the Platform;

(iv) By attempting to access a portion of the Platform (or any of its systems, networks, servers or other related equipment) that you are not authorized to access;

(v) By attempting to disrupt the functioning of the Platform, its servers or network in any way;

(vi) By disobeying any requirements, procedures, policies or regulations of your network connected to the Platform;

(vii) By manipulating credentials to conceal either the origin of any Content transmitted or uploaded to the Platform or the source of any such Content; and

(viii) By modifying or altering the Platform in any unauthorized way.

(Collectively, the “Abusive Conduct”).

You hereby agree and acknowledge that any indirect or attempted violation of these provisions shall be considered Abusive Conduct. If we discover that you are about to engage in Abusive Conduct (including by facilitating the committing thereof), we may suspend all or part of the Platform as a preventive measure, with or without notice.

OTHER PARTICULAR AND ESSENTIAL CONDITIONS REGARDING THE OPERATION OF THE PLATFORM

You may only use the contact information of any Client if said contact information was obtained via a purchase of products or services carried out via the Platform and used to arrange the delivery of said products or services.

For any other correspondence, you must have received a direct request from the Client or his or her consent.

Inventory, product pricing and language of use

You shall be responsible at all times for keeping your inventory of products and services up to date on the Platform. The posted price for each product or service must be in Canadian dollars.

Logo and images

You shall be responsible for including your logo and the requested brand images in the dashboard of your Company Account and for answering the five questions asked.

Social media postings by the Company (the partner)

At least once a week and within two weeks following the posting of your Company Content (your products or services available online) on the Platform, you must share on social media the postings of @madshoppeofficial and include a link to a page of your choice on the Platform.

Operator-created content

If the Company wishes to use content created by the Operator and wishes to use this content on social media, the credit for any such content must mention the Operator as follows: @madshoppeofficial.

As regards digital content (e.g. Google Ads or newsletters), the redirection link must lead to the Operator’s website.

If content borrowed from the Operator is posted, it must include the mention @madshoppeofficial and www.madshoppe.com; the Operator’s logo and the Company’s logo must be of equivalent size.

Delivery terms

You must ship all purchases as soon as possible once a Client’s order has been received (ideally within 48 hours). If for some reason you are unable to meet this deadline, you must immediately notify the Client and indicate the soonest possible delivery date.

Delivery modifications

The delivery cost of any purchase made by a Client via the Platform is $9.99, all taxes included; this amount shall be billed to the Client at the time of payment. If the delivery cost of a purchase exceeds $9.99, the Company shall bear the difference in cost. If the delivery cost of a product is less than $9.99, the Operator shall remit the difference to the Company.

If the Client’s transaction involves two or more companies, the delivery cost shall be $4.99 per Company, all taxes included.

The Platform shall do business exclusively with Canada Post for the purposes of delivering all purchases. You are responsible for determining the weight and dimensions of all products to ensure punctual delivery. This step must be completed on your dashboard when registering your products or services on the Platform.

If you are late in shipping a product to a Client, we reserve the right to charge you for fees incurred by the Platform, including express courier fees.

You may not delete the M.A.D. Shoppe application if an order is being processed. You must wait until the product or service has been delivered before taking this inventory offline and removing it from the Platform’s sales site.

Managing the Company Account associated with the Platform

You are solely responsible for selecting the administrator(s) of your Company Account associated with use of the Platform. You are solely responsible for providing and withdrawing access to your Company Account.

You are liable for the actions of all your agents in the inventory/order management system via the Platform.

The Operator reserves the right to withdraw products or services from your inventory on the Platform if said products or services do not reflect or meet generally recognized standards regarding their purpose or use.

Stripe payment account

All transactions associated with the purchase of any of your Company’s products shall be payable by credit card.

All payments shall be made via the Stripe payment platform.

If you do not have a Stripe payment account, you are strongly advised to open such an account to facilitate payment by the Operator of purchases made by a Client in accordance with the terms and conditions established in that regard.

The transaction fees are 3% per transaction; the Company shall bear this cost. It should be noted that credit card fees are included in these transaction fees.

Newsletter

Any Client doing business on the Platform will be asked to sign up for the Operator’s newsletter.

Use of photos

We reserve the right to use any photos of products or services posted on your website.

We may use these photos to promote the Platform or to promote and sell products or services appearing on the Platform. In this regard, you represent and guarantee that you hold the appropriate rights to use the photos and their representation on the Platform, including photos of the model(s), who must have previously agreed to waive their image rights for the purposes hereof.

Fees for using the Platform

The fees charged for your Company’s use of the Platform will be calculated on a per-transaction basis. Your cost for each transaction carried out via the Platform is 20% (the “User Fees”) of the amount of the transaction billed to the Client, excluding taxes and transaction fees (delivery fees plus fees associated with the Stripe payment system). These User Fees are subject to GST and QST; they will be billed on a per-transaction basis and paid into Operator’s account out of the funds collected from the transaction.

Company’s terms of payment

The balance after payment of the various fees and product returns, as applicable, will be credited to the Company’s account and paid at the end of each month, accompanied by supporting documentation and factoring in product returns, as applicable.

Collecting Goods and Services Tax (GST) and Quebec Sales Tax (QST)

As the Operator and insofar as we control, via the Platform, the essential aspects of transactions with the Client, we are required to collect, on your behalf, GST and QST on the purchase and sale of any goods or services carried out for a Client’s benefit via the Platform, unless said goods or services are exempt or zero-rated under the tax rules. For the sole purposes of this sub-section, the term “Client” means a person who is not registered for GST/HST purposes.

Statement concerning the Platform’s performance indicators

Since the Platform is a project funded by Quebec’s Ministry of the Economy, Innovation and Energy (the “MEIE”) under the auspices of its digital transformation offensive, and in your capacity as a Company using the Platform, your Company will be asked to provide the MEIE with certain types of data, including the following, for the purposes of assessing the Platform’s performance:

·       your Company’s gross income;

·       your Company’s total payroll and benefits paid;

·       the total number of hours worked within your Company;

·       your Company’s earnings before interest, taxes, depreciation and amortization (EBITDA);

·       the number of employees working for your Company.

This data collected by the MEIE is, in accordance with the MEIE’s rules, fully protected; in light of its confidentiality, it may not be disclosed to anyone without your prior authorization.

Product returns and applicable rules

The rules for returning products purchased online are as follows:

• Any purchase made by a Client (the “Item”), other than a service, must be returned or exchanged in accordance with the instructions provided in that regard on madshoppe.com or by contacting service@madshoppe.com;
• Only regular-priced Items may be returned or exchanged, and only within 14 days of the date on which the order was placed by the Client; if more than 14 days have elapsed since the Item was purchased, the Company shall not be required to offer a refund or an exchange;
• A fee of $9.99 plus applicable taxes will be billed to the Client for the return of any Item, unless the Item delivered was somehow incorrect (e.g. wrong colour, size or dimensions) or was received in damaged condition by the Client; only in those cases, the return fee will be borne by the Company;
• To be returned or exchanged, an Item must not have been worn or laundered; the original labels must still be attached; and the Item must be in its original packaging, in perfect condition;
• Items sold at a discount or as a final sale may not be returned or exchanged;
• Items with a purchase value of less than $10.00 before taxes may not be returned or exchanged;
• Items made to measure or otherwise personalized may not be returned or exchanged;
• For hygienic reasons, lingerie, underwear, jewelry, hair accessories, tuques, caps and hats, as well as personal care/beauty products may not be returned or exchanged;
• Delivery fees and additional charges are non-refundable; this also applies to additional shipping charges applied to Items due to their dimensions, weight or destination.

4- INTELLECTUAL PROPERTY

The Operator shall remain the exclusive holder of all rights, titles and interests at all times, including any Intellectual Property rights to the Platform and to the Content, except for the Company Content, which shall remain the property of your Company.

Notwithstanding anything to the contrary, the Operator shall remain the exclusive owner and holder of all rights, titles and interests, including any Intellectual Property rights in connection with suggestions, improvement requests, recommendations or other comments provided by you via the Platform, provided that they have a connection to the Platform, and you shall transfer to us, under this Agreement, without any limitation whatsoever, all your rights, titles and interests therein. Consequently, we agree to said transfer.

5- LICENCES, REPRESENTATIONS AND WARRANTIES

You hereby consent to the Platform’s use of the Data Relating to Use for statistical, compilation, client experience, survey and client characteristic purposes, or for any other similar or ancillary purposes. Notwithstanding anything to the contrary herein, you agree and acknowledge that the Operator holds all rights, titles and interests, including all Intellectual Property rights to the Anonymized Data and to the Data Relating to Use.

6- PERSONAL INFORMATION

You hereby agree and acknowledge that we use and collect Personal Information in accordance with our Confidentiality Policy.

7- INDEMNIFICATION AND REMEDIES

You hereby agree to indemnify, defend and hold us harmless (including our representatives) from and against any claims, penalties, fines, costs, expenses (including reasonable legal fees), actions, damages, losses or liability stemming directly or indirectly from, relating to, in connection with or resulting from i) your access or presumed use of the Platform in an unauthorized manner under this Agreement; and ii) your negligence, fraud or willful misconduct.

8- LIMITED LIABILITY

With certain exceptions, the Operator sells no goods or services and simply sees itself as an intermediary between your Company and Clients interested in your Company’s products or services.

The Operator is not responsible for verifying the information provided by your Company via the Platform. The Operator assumes no liability for interactions that may arise between your Company and any Client in connection with or following your use of the Platform. The Operator does not oversee and assumes no liability for the accuracy, veracity or quality of the information posted on the Platform by your Company, or of its products, goods, services, etc. You agree and acknowledge that all results produced or obtained via the Platform (or the use thereof) are solely for information purposes.

The Operator is not liable for errors or inaccuracies in the Company Content. If you notice any errors or inaccuracies, you are requested to rectify them without delay. The prices indicated in the Platform are subject to modification by your Company without notice. Your Company may, at its sole and absolute discretion, refuse any order in the event of a pricing error, provided that the offer made to the Client on the Platform clearly sets out conditions for cancelling, terminating, returning, exchanging or refunding items or products that were ordered.

Certain items or products featured in the Company Content may not be available. If an item or product is not available, the Company shall notify the Client by email; the Client shall have the option of cancelling the order or deciding to maintain the order by agreeing to a new delivery date.

You are solely liable for the veracity and quality of the Client Data and the Company Content and of any Content or information provided directly or indirectly by you via the Platform. The Platform may contain links to integration partners, websites or third-party content. The Operator cannot be held liable for said integration partners, websites or third-party content.

9- CESSATION OF USE

If you violate a provision of this Agreement, including without limitation if you engage in Abusive Conduct, you may no longer use the Platform. The Operator, at its absolute discretion and acting reasonably, shall determine whether the Agreement was violated or if Abusive Conduct was engaged in and shall give written notice in this regard.

10- APPLICABLE LAW

The validity, interpretation and execution of this Agreement and the legal relationship between you and us shall be governed and interpreted in accordance with applicable Laws in the Province of Quebec. The Law known as the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from the application of the service conditions. Any lawsuits, legal actions or proceedings stemming from this Agreement or from any transaction hereunder, shall fall within the exclusive jurisdiction of the courts of the Province of Quebec, Judicial District of Montreal, to the exclusion of any other jurisdiction.

11- GENERAL PROVISIONS

The implicit or explicit waiver of a breach of any provision of this Agreement shall not constitute or shall not be construed as constituting a waiver of any other breach or any subsequent breach. If a provision hereof violates a Law or is illegal for any reason, said provision shall be deemed null and void without affecting the validity of the other provisions.