Shopper
Terms of Agreement

The following will confirm the Terms of Agreement (the “Terms”) between you and ShopThing Inc. (the “Company” or “ShopThing” or “us” or “we”) regarding your performance and use of the services described in this Agreement (the “Agreement”). These Terms are subject to change by ShopThing Inc. and/or its subsidiary, ShopThing (USA) Inc. (together, referred to as “ShopThing”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole and absolute discretion. We reserve the right, subject to applicable law, to deliver you any notice of changes to these Terms or the addition of new terms by posting an update of these Terms on our website or any other website we maintain or own or by delivering notice of changes to you electronically. Your continued use of the ShopThing services, including but not limited to the use of the ShopThing mobile App and the ShopThing website, will constitute acceptance of any of these current, amended or new terms and you agree to be bound by this Agreement. If you do not agree to these terms, you should not access and use the ShopThing services.

It is important to carefully read the terms contained herein as they contain important legal rights, remedies, and information.

1. The Services: ShopThing is an online marketplace which allows you to list and sell products through the ShopThing App, ShopThing social media platforms and website. You acknowledge there are risks associated when selling on a marketplace and dealing with potential buyers. You shall solely take on those risks, and not ShopThing. You are responsible for your decision to use the ShopThing services and shall be responsible for your conduct and actions on the services.

2. Your Responsibilities: By using the ShopThing services, you agree to host Live Shopping Events (the “Event”). You agree to perform the Events in a professional manner and in compliance with all applicable laws, rules and regulations, including, without limitation, those regarding privacy and intellectual property rights. You specifically agree to:

a) Be 18 years of age or older;

b) Participate in any ShopThing information sessions related to the services as may be required;

c) Ensure you have all rights to sell items you make available;

d) Ensure all products are accurately and truthfully described;

e) Respond accurately to all customer inquiries within twenty-four (24) hours of receiving the inquiry;

f) Ensure that all product's brand, description, sales price as well as the manufacturer’s suggested retail price (the “MSRP”) are accurately listed. The MSRP is the price that a product's manufacturer recommends the product be sold for at the point of sale;

g) Purchase products on behalf of customers and ensure the fulfillment of those purchases. You will be required to provide receipts as proof of purchase per event.

While using the ShopThing Services and hosting an Event, you are strictly prohibited from:

a) Posting anything illegal, false or misleading, or which is in breach of applicable law;

b) Posting products which infringe upon or violate the rights of any person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity;

(c) List or sell any product on the List of Prohibited Merchant Categories, including but not limited to, lingerie, counterfeit products, undergarments, hosiery, products featuring derogatory or inflammatory imagery or nudity, memorabilia, drugs, alcohol, or illegal paraphernalia;

(d) You will not post and/or share content that is unlawful, harmful, violent, illegal, objectionable, pornographic, libelous, promotes any illegal activity or enterprise, or contains profanity. You will not stalk, harass, bully, impersonate or solicit information from anyone;

(e) Post any commentary about another person without that person’s permission;

(f) Post any private or confidential information relating to you or another person;

(g) Offer to sell an item that you do not possess;

(h) Bully, threaten, defame, abuse, spam, harass, behave inappropriately towards or otherwise violate the rights or interests of others;

(i) Support, praise, glorify, represent or depict terrorist or extremist organizations, or known members of such organizations;

(j) Link to or promote any third party websites, apps or platforms;

(k) Coordinate sales with potential buyers outside of the ShopThing App.

In the event of any breaches of the above or otherwise, ShopThing reserves the right in its complete and sole discretion to delete or remove any content or Shopper accounts in ShopThing’s business interest.

3. Partnership Events: In the event you participate in a ShopThing partner Event, the following terms shall apply. A ShopThing “partner” includes, but is not limited to, any retailer, reseller, and/or distributor who has agreed to enter into a partnership with ShopThing for the purpose of selling goods or products on the ShopThing App and/or platform.

a) During each Event, and for the entire duration of each such Event, you shall not purchase or set aside for purchase any goods or products for or on behalf of any person or entity other than ShopThing and/or a ShopThing customer.

b) During each Event you shall not purchase any goods or products for personal use (or otherwise) directly from any and all ShopThing partners. All goods or products purchased from a ShopThing partner, either during a live shopping Event or anytime thereafter, must be purchased through the ShopThing App, no exceptions shall be made.

c) During each Event, you shall not re-sell any goods or products purchased from ShopThing for a profit. All ShopThing goods or products that are resold must be sold for less than the total price paid when originally purchased from ShopThing. The total price paid is the price paid at checkout, which includes applicable taxes and the ShopThing service fee.

4. Payment: ShopThing will not provide any compensation for use of the platform or reimbursement for goods sold on the platform, unless otherwise agreed upon by the Company in writing. In the event that commission, compensation, or reimbursement is owing, the Company shall provide payment within two (2) business days of the Company’s successful receipt and processing of the goods sold, as confirmed by ShopThing. Please note, receipt and processing times may vary. Discrepancies may also cause further delays in payment. Commission will be paid based on the full Product Subtotal for items that you sell during a shopping Event. The Product Subtotal refers to the price of the product sold, excluding the ShopThing service fee, shipping fees, and applicable taxes (the “Product Subtotal”). If a product is purchased with the use of a ShopThing promotional code, the commission percentage will be paid based on the lesser Product Subtotal amount. You may not invoice the Company for any additional expenses, unless agreed upon by both parties in writing. You will not be paid for any items that are refunded or canceled.

5. Live Shopping Event: You acknowledge and agree that the following terms apply for all ShopThing Live Shopping Events. A Live Shopping event refers to any posting and/or hosting of an event on the ShopThing App.

a) Each product posted must have a minimum sale price of $50.00 USD/CAD (local currency). All goods or products must be sold for the total MSRP as listed. You shall not modify the MSRP unless at the direction of ShopThing;

b) All goods or products sold are confirmed to be in brand new to very good condition;

c) Any damages or wear on goods or products are to be fully disclosed in both the product description and accompanying media. If the condition is not as advertised, ShopThing and/or ShopThing's customers have the right to cancel/or return the order to you for a refund. Any products returned to ShopThing or canceled by ShopThing will then be returned to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account;

d) You agree that, to the best of your knowledge and ability, all designer and/or luxury product(s) sold are confirmed verifiably authentic. You are responsible for ensuring all applicable preloved product(s) are sent to ShopThing with a physical copy of the product’s Entrupy authentication certification. All brand new products must include all original receipts, cards, and authenticity certification. In the event an item is found at a later date to be inauthentic and/or counterfeit, the customer has the right to return the item for a full refund, and ShopThing will return the product to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account;

e) ShopThing reserves the right to ban any users, without warning, at its sole and absolute discretion;

f) You will not list or sell any products or items from the List of Prohibited Merchant Categories, including but not limited to, lingerie, counterfeit products, undergarments, hosiery, products featuring derogatory or inflammatory imagery or nudity, memorabilia, drugs, alcohol, or illegal paraphernalia;

g) You will not post and/or share content that is unlawful, harmful, violent, illegal, objectionable, pornographic, libelous, promotes any illegal activity or enterprise, or contains profanity. You will not stalk, harass, bully, impersonate or solicit information from anyone;

h) You agree to ship the sold items within two (2) business days of the Event ending to ShopThing’s Fulfillment Center. If you are located in the United States you are required to ship the items to ShopThing’s New Jersey Fulfillment Center. If you are located in Canada you are required to ship the items to ShopThing’s Ontario Fulfillment Center. You assume ALL responsibility for the items, until they are received by ShopThing. ShopThing is not responsible for any lost or damaged packages or items while in transit to ShopThing’s fulfillment center in Toronto/New Jersey. If any item is lost or damaged, prior to arriving at one of ShopThing’s Fulfillment centers, you assume full responsibility, and will not be paid out for the item. You are responsible for any costs associated with shipping the items to ShopThing. ShopThing will only accept shipments from FedEx, DHL, UPS or Canada Post. USPS will not be accepted;

i) Any products returned to ShopThing or canceled by ShopThing will then be returned back to you for a complete refund. ShopThing reserves the right to cancel any orders on behalf of ShopThing customers for a complete refund at its sole and absolute discretion. Any products returned to ShopThing or canceled by ShopThing will then be returned to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account;

j) You will be reimbursed for the Product Subtotal and sales taxes for all items that you sell through the ShopThing App. Again, Product Subtotal refers to the price of the product sold, excluding the ShopThing service fee, shipping fees, and applicable taxes. The Company shall reimburse you within two (2) business days of the Company’s successful receipt and processing of the goods sold, as confirmed by ShopThing. Please note, receipt and processing times may vary. Discrepancies may also cause further delays in payment. ShopThing may request and require proof of purchase to verify the costs of items purchased. It is your responsibility to retain all receipts in connection to items purchased. You may not invoice the Company for any additional expenses, unless agreed upon by both parties in writing. You will not be paid for any items that are refunded or canceled.

6. Closet Sale: You acknowledge and agree that the following terms apply for closet sales. A closet sale refers to an Event where you are selling your personal products (“Closet Sale”):

a) No product considered promotional products will be sold as part of the Closet Sale. This includes, but is not limited to, gifts with purchase, influencer promotional beauty products and samples;

b) All products sold are confirmed to be in brand new to very good condition;

c) Any damages or wear on products are to be fully disclosed in both the product description and accompanying media. If the condition is not as advertised, ShopThing and/or ShopThing's customers have the right to cancel/or return the order to you for a refund. Any products returned to ShopThing or canceled by ShopThing will then be returned to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account;

d) You agree that, to the best of your knowledge and ability, all designer and/or luxury product(s) sold are confirmed verifiably authentic. If the item(s) has an authenticity card or certificate, it is required to be included. All bags with a product subtotal price of $900.00 USD/CAD or above must include authenticity certification from one of the following services: Entrupy, Dr. Runway, Real Authentication, or Authenticity First. You are required to obtain authenticity certification at your sole cost and expense prior to listing through ShopThing services. You are responsible for ensuring all applicable preloved product(s) are sent to ShopThing with a physical copy of the authentication certification. In the event, an item is found at a later date to be inauthentic and/or counterfeit, the customer has the right to return for a full refund, and ShopThing will return the product to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account;

e) ShopThing reserves the right to ban any users, without warning, at its sole and absolute discretion;

f) You will not list or sell any products or items from the List of Prohibited Merchant Categories, including but not limited to, lingerie, counterfeit products, undergarments, hosiery, products featuring derogatory or inflammatory imagery or nudity, memorabilia, drugs, alcohol, or illegal paraphernalia;

i) Any products returned to ShopThing or canceled by ShopThing will then be returned to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account. ShopThing reserves the right to cancel any orders on behalf of ShopThing customers for a complete refund at its sole and absolute discretion;

j) You will be paid the full Product Subtotal for all items that you sell during the Closet Sale. Again, Product Subtotal refers to the price of the product sold, excluding the ShopThing service fee, shipping fees, and applicable taxes. The Company shall provide payment within two (2) business days of the Company’s successful receipt and processing of the goods sold, as confirmed by ShopThing. Please note, receipt and processing times may vary. Discrepancies may also cause further delays in payment. You may not invoice the Company for any additional expenses, unless agreed upon by both parties in writing. You will not be paid for any items that are refunded or canceled. For additional clarity, commission is not payable on any Closet Sale Events.

7. Fees: ShopThing shall charge a service fee on all products listed through the services which is added to the sale price of each individual product.

8. Taxes: Items which are Purchased on the ShopThing App may be subject to applicable sales tax which shall be collected by ShopThing as required based on price, location and product or other applicable considerations. Although we may apply taxes on purchased products, it will be your responsibility to verify, collect and report all applicable taxes related to goods sold on the app to your local taxing authority. Any losses incurred by ShopThing due to your negligence in regards to collection of the incorrect sales tax will be due back to ShopThing by you.

9. Shipping: Immediately upon completion of the Event and no later than two (2) days following the end of your Event, it is your sole responsibility to ship the sold products or coordinate the shipment of the sold products to the ShopThing fulfillment centers based out of Canada and the United States. It is your sole responsibility to package items with care as to avoid damage in transit. ShopThing will only accept shipments from FedEx, DHL, UPS or Canada Post. USPS will not be accepted. You must provide the Company with shipping tracking information within 24 hours of shipping your package. All brand new items purchased should be shipped directly from the retailer to ShopThing. You assume ALL responsibility for the items, until they are received by ShopThing. ShopThing is not responsible for any lost or damaged packages or items while in transit to ShopThing fulfillment center in Toronto/New Jersey. If any item is lost or damaged, prior to arriving at one of ShopThing’s Fulfillment centers, you assume full responsibility, and will not be paid out for the item. You are responsible for any costs associated with shipping the items to ShopThing.

10. Returns and Refunds: ShopThing reserves the right to cancel any orders on behalf of ShopThing customers for a complete refund at its sole and absolute discretion. Any products returned to ShopThing or canceled by ShopThing will then be returned to you. The shipping cost of returning the goods or products to you will be deducted from your connected Stripe account. It is your responsibility to provide an accurate return shipping address at the time of your account creation. If your return shipping address needs to be modified at any time, it is your responsibility to contact ShopThing via email at hello@shopthing.com. In the event that ShopThing returns a package to you and the package is deemed to be missing, ShopThing shall open a claim with the courier to investigate. Resolutions may take between 3-5 weeks depending on courier dispute processing times.

11. Order Cancellations: You can only cancel a customer order on the ShopThing App for the following reasons:

a) The item is no longer available at the time of your attempted purchase;

b) The price of the item has increased since the customer placed their order;

c) The item is not as described at the time of your attempted purchase (ie. additional damages, sizing error).

If a customer asks you to cancel their order via the ShopThing App, you must direct them to ShopThing’s customer support email (hello@shopthing.com) to determine eligibility. You shall make all efforts to successfully purchase items sold through the ShopThing App. If ShopThing determines that you are unsuccessful in fulfilling a customer’s order, your account may be suspended or banned at ShopThing’s complete and sole discretion.

12. Intellectual Property: You acknowledge that ShopThing retains all our rights to our Intellectual Property. You are strictly prohibited from using the ShopThing services in any other manner than authorized. You further acknowledge and agree that all ideas, concepts, work product, video, audio, internet posts (including posts on social networking sites) plans, and materials prepared by you (collectively, the “Materials”) will be considered works-made-for-hire and our sole and exclusive property. In the event that the Materials are not copyrightable subject matter or for any reason are deemed not to be works-made-for-hire, then and in such event, by this Agreement and without the need for further consideration you hereby grant us and our affiliates an exclusive, irrevocable license to use the Materials in any medium, throughout the world, in perpetuity and you further agree to assign all right, title and interest (including any moral rights) to said Materials to us and agree to execute all documents required, in our sole discretion, to evidence such assignment. Without limiting the foregoing, it is specifically understood and agreed that you will retain no ownership rights whatsoever in or to the Materials.

13. Confidential Information: All non-public, confidential, or proprietary information of ShopThing and its affiliates (“Confidential Information”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by ShopThing to you, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for your use in performing the Services and may not be disclosed or copied unless authorized by ShopThing in writing. Upon our request, you shall promptly return all documents and other materials received from us. We shall be entitled to injunctive relief for any violation of this Section. The terms of this section shall survive termination of this Agreement.

14. Your Content: You acknowledge and agree that all content that is posted on the ShopThing App will be shared to a public audience of users of the ShopThing App and all associated social platforms at ShopThing’s sole and absolute discretion. By posting and/or sharing on the services you hereby grant to ShopThing and its affiliated companies all perpetual rights and royalty free rights to transmit, repost, display, store, modify or otherwise suse your content in connection with the operation of the services performed by ShopThing or any other services provided by Shopthing. You warrant that the content posted and/or shared with ShopThing do not infringe on any privacy rights and/or intellectual property of any third party.

15. Other Terms: If applicable, you agree to SHOPTHING CREDIT CARDS - TERMS AND CONDITIONS.

16. Personal Information: By using the ShopThing services you will provide certain personal information, such as your name, address and credit card information. By using the services, you agree to our collection, use and disclosure of such personal information in accordance with our Privacy Policy. You hereby grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, collect and disclose such personal information strictly in accordance with these General Terms and Conditions, our Terms and Conditions for Purchasing Goods or Services, and our Privacy Policy. We will not use your personal information for any other purpose without your consent.

17. Limitations on Liability: EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY OR ANY OF ITS PARENT, SUBSIDIARIES, AFFILIATES OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES OR LOSS FROM, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED, DIRECTLY OR INDIRECTLY, BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, ANY OF THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY SERVICES IS TO STOP USING SUCH SERVICES AND ANY RELATED SERVICE.

18. Indemnity: You will indemnify and hold us harmless against any and all losses, claims, damages, actions, liabilities and expenses of any kind, including without limitation fees, penalties or other costs associated with any proceeding brought against us by any taxing authority or governmental agency, arising out of or in connection with (i) your negligence or wilful misconduct, and (ii) your breach of any provision of this Agreement.

19. Governing Law and Arbitration: This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision.

Unless prohibited by applicable law, all disputes and questions whatsoever arising from or in connection with your use of our services shall be resolved by arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement between the parties or, in default of such agreement, such arbitrator shall be appointed by a Judge of the Superior Court of Justice sitting in Toronto, Ontario upon the application of any of the parties and such judge shall be entitled to act as such arbitrator, if he or she so desires. The arbitration shall be held in the City of Toronto, Ontario. The procedure to be followed shall be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator shall have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator shall be final and binding subject to a right of appeal to a court of competent jurisdiction on matters of law only. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

20. Severability: If any term or provision of this Agreement is illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

21. Termination: We may suspend or terminate the use of the services or your account without explanation, notice, and liability to ShopThing including removing or discarding any content. You may terminate this Agreement by suspending your use of the ShopThing services.

22. Reporting and Contact: The services are operated by ShopThing Inc., 124 Merton Street, Toronto, Ontario (Canada), M4S 2Z2. Feedback, comments, requests for technical support, and other communications relating to the services should be directed to hello@shopthing.com.

SHOPTHING CREDIT CARDS - TERMS AND CONDITIONS (“Terms”)

This document contains very important information regarding the terms and conditions that apply to all users (“Users”, “you” and “your”) of our ShopThing credit cards (“ShopThing Cards”).

You may only use a ShopThing Card if you: (i) agree to these terms and conditions; (ii) are the age of majority in your province or state of residence; and (iii) are not otherwise prohibited by applicable law from accessing or using a ShopThing Card.

These Terms are subject to change by ShopThing Inc. and/or its subsidiary, ShopThing (USA) Inc. (together, referred to as “ShopThing”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole and absolute discretion. We reserve the right, subject to applicable law, to deliver you any notice of changes to these Terms or the addition of new terms by posting an update of these Terms on our website or any other website we maintain or own or by delivering notice of changes to you electronically. Your continued use of a ShopThing Card will constitute acceptance of any of these amended or new terms.

1. Program Description & Eligibility.

a) ShopThing Cards are credit cards we make available to select ShopThing employees and independent contractors who provide shopping services for us (“ShopThing Shoppers”). ShopThing Cards help ShopThing Shoppers fulfill customer orders at select merchants. Only those ShopThing Shoppers who receive our express prior approval are eligible to receive a ShopThing Card.

b) We reserve the right, in our sole and absolute discretion, at any time and from time to time, to manage the ShopThing Card program and individual ShopThing Cards and their associated accounts, including without limitation, by: (i) issuing ShopThing Cards, (ii) denying the issuance of ShopThing Cards, (iii) cancelling, revoking, replacing, repossessing or restricting the use of ShopThing Cards, (iv) modifying ShopThing Card spending limits; (v) adding or removing merchants from our ShopThing Cards network; and (vi) modifying or terminating the ShopThing Card program.

c) ShopThing Cards are issued by Celtic Bank, a Utah-chartered, Federal Deposit Insurance corporation-insured bank located in Salt Lake City, Utah (the “Issuer”) under a program managed by Stripe, Inc. a Delaware corporation (“Stripe”). All ShopThing Cards remain the property of the Issuer and must be returned upon request. The Issuer may cancel, revoke, repossess or restrict the use of the ShopThing Cards at any time. The Issuer and/or Stripe may decline to authorize or reverse charges or suspend ShopThing Cards for any reason including for suspected fraud, or creditworthiness. The Issuer and/or Stripe also may decline to authorize charges at merchants characterized as prohibited merchants.

d) Each of ShopThing, the Issuer and Stripe is not responsible for losses resulting from declined or reversed charges. Each of ShopThing, the Issuer and Stripe is not responsible and will have no liability if a merchant refuses to honor a ShopThingCard or accept a transaction.

2. Conditions of Use. Your use of a ShopThing Card is subject at all times to the following conditions:

a) You may only use ShopThing Cards for bona fide business purchases and for valid and lawful purposes. You may not use ShopThing Cards for personal, family or household purposes.

b) You may not at any time or for any reason, without our prior written consent, use your ShopThing Card to purchase goods or services from any Restricted Merchant. For purposes of these Terms, a “Restricted Merchant” is a merchant whose principal business is providing any of the goods or services listed on our Restricted Merchants List, which may be updated or amended from time to time.

c) When you use a ShopThing Card to initiate a transaction where the amount of the final transaction is unknown at the time of authorization, a hold may be placed on your ShopThing Card account for an amount equal to or in excess of the final transaction amount. The Issuer and/or Stripe also may place a hold on available funds in your ShopThing Card account for certain other transactions. When a hold is placed on your ShopThing Card account, the amount of the hold will reduce the aggregate amount available for charges on your ShopThing Card until the hold is released.

d) You are responsible for securing your ShopThing Card, ShopThing Card account number and ShopThing Card security features (including the CVV and PIN). You may not permit any other person to use your ShopThing Card for any purpose.

e) You represent and agree that you are not, at the time of your ShopThing Card activation, and will not become at any time thereafter, subject to a U.S. Office of Foreign Asset Control list, or any applicable law, regulation, or other list of any government agency that prohibits or limits us, the Issuer or Stripe from providing ShopThing Card accounts or ShopThing Cards to you or from otherwise conducting business with you.

f) You represent and agree that you have read, accept and shall at all times comply with these Terms, and the Stripe Issuing User Terms including, without limitation, Section 7 “Data Privacy” contained therein.

3. Limitation of Liability. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL WE OR ANY OF OUR PARENT, SUBSIDIARIES, AFFILIATES OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS OR ASSIGNS (EACH AN “INDEMNIFIED PERSON”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES OR LOSS FROM, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED, DIRECTLY OR INDIRECTLY, BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, A SHOPTHING CARD OR THE SHOPTHING CARDS PROGRAM.

4. Indemnification. You shall indemnify and hold harmless each Indemnified Person from and against all losses, claims, breaches, suits, damages, liabilities, costs, charges, fines, penalties, reasonable lawyers’ fees, judgments, fines, court costs and expenses, amounts paid in settlement, and all other liabilities of every nature, kind, and description, regardless of the form of action or legal theory, incurred by any such Indemnified Person, related to any action or threatened action, suit, claim, proceeding or regulatory action, regardless of merit, brought by any third party, caused or incurred by, resulting from, arising out of, or relating to: (a) any breach of any term, condition, obligation, representation, warranty, or covenant in these Terms or the Stripe Issuing User Terms; (b) any actual or alleged infringement, violation, or misappropriation of a third party’s intellectual property or proprietary rights; (c) any negligence, fraud or intentional misconduct; and (d) any violation of law by you or any violation of law or the agreements we have with the Issuer and/or Stripe caused by you.

5. Privacy. In order to administer the ShopThing Card program and individual ShopThing Cards, we may collect, access, retain and use personal information about you and information related to purchases you make using your ShopThing Card. We collect, access, retain and use this information to ensure the efficient administration of the ShopThing Card program and for other reasonable purposes, such as the prevention of fraud or misuse. Our collection, access, retention and use of your personal information is governed by applicable privacy laws, including the Personal Information Protection and Electronic Documents Act, and any successor legislation thereto.

6. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

7. Waiver of Recourse to the Courts and Binding Arbitration.

a) WHERE PERMITTED BY APPLICABLE LAW, YOU AND SHOPTHING AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

b) The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario).

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

8) Assignment. You may not assign any of your rights or delegate any of your obligations under these Terms. Any purported assignment or delegation in violation of this Section 8 is null and void.

9) No Waivers. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of ShopThing.

10) Severability. If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

11) Entire Agreement. These Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

ShopperTerms of Agreement

SHOPTHING CREDIT CARDS - TERMS AND CONDITIONS (“Terms”)

Shopper
Terms of Agreement