Pumpkin Kart MERCHANT TERMS
Last Updated: May 19th, 2020
 

• Introduction

 

1. 1. 1. This Merchant Agreement (the “Agreement”) governs your use of our websites, including www.pumpkinkart.com (the “Site”), our mobile applications (the “App”) and the services provided on them by us (the Site, App and the services are collectively the “Platform”). 
      2. By accessing the Platform or otherwise indicating your consent, you agree to be bound by this Agreement, including the documents referred to in them. If you do not agree with or accept this Agreement, you must cease using the Platform immediately.

 

• Definitions

 

1. 1. In this Agreement,

“Applicable Law” means all applicable laws, regulations, by-laws, legal requirements and generally accepted industry standards.
“Confidential Information” means all information that Pumpkin Kart discloses to you and which Pumpkin Kart considers confidential or proprietary, including, information consisting of, or relating to, Pumpkin Kart’ technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing (including all fees payable by you to us), information and analytics disclosed to you through the Platform and information with respect to which Pumpkin Kart has contractual or other confidentiality obligations. Confidential Information does not include information that (a) was rightfully known to you without restriction on use or disclosure before such information's being disclosed or made available to you in connection with this Agreement; (b) was or becomes generally known by the public other than by non-compliance with this Agreement by you or any of your representatives; (c) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by you without reference to or use of any Confidential Information.
“Customer” means a person who places an Order for your Products through the Platform.
“Merchant” or “you” means, collectively, the individual who has accepted the Agreement, any corporations or other entities which you represent and all of your participating business locations;
“Merchant Content” means all content, material and other information which you submit to the Platform or provided to us for the purposes of adding to the Platform. 
“Order” means any order made by a Customer of a Product.
 “Pumpkin Kart”, “we”, “us” or “our” means Pumpkin Kart Inc., its subsidiaries and affiliates.
“Product” means any products or services offered by you through the Platform.
“Prohibited Product” means any Product (a) whose sale is unlawful under Applicable Law; (b) which has not been prepared in accordance with Applicable Law or is otherwise unsafe in any way; (c) which is counterfeit, illegal, stolen or fraudulent; (d) which infringes any third-party intellectual property right or which you do not have the legal right to sell; (e) which is not permitted by any policy published or provided to you by Pumpkin Kart from time to time; or (f) any other Product which Pumpkin Kart, in its sole discretion, determines is objectionable.
 

• The Platform

 

1. 1. 1. Pumpkin Kart provides an online platform through which Merchants may use our technology to market and sell their Products directly to Customers.  You understand and agree that Pumpkin Kart is not a party to any transaction between you and a Customer. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Pumpkin Kart and the Merchant, and neither party shall have authority to contract for or bind the other party.

 

• Registration 

 

1. 1. 1. As part of, or at any time after, the registration process, you agree to provide information about you and your business including, legal name, address, telephone number, email address, business registration information, banking and credit card information, third party payment processing account information, government issued identification, proof of authority and such other information or documentation as Pumpkin Kart may require.

 

• Pumpkin Kart Obligations

 

1. 1. 1. During the Term, Pumpkin Kart will:
         1. display the Merchant’s business information, logo and Products on the Platform;
         2. accept Orders from Customers;
         3. forward each Order to the Merchant;
         4. Deliver the products to the customers using contract drivers;
         5. pay the Merchant in accordance with the terms of this Agreement

 

• Merchant Obligations

 

1. 1. 1. During the Term, the Merchant will:
         1. provide Pumpkin Kart with the Merchant’s menu or list of Products and pricing;
         2. accept and confirm all Orders placed by Customers through the Platform;

 

• promptly update the status of each Order on the Platform so that each Order’s status is current and available to the delivery driver and the Customer;

 

1. 1. 1. 1. prepare and package each Order in accordance with the Merchant’s internal standards;
         2. comply with Applicable Law relating to the Products including, without limitation, all Applicable Law concerning food safety and handling;
         3. ensure all information provided to the Platform is accurate and up-to-date, including Product availability, Product pricing, address and hours of operation (including changes of hours, early closures and closures on holidays) and to immediately update or correct any information which is not accurate through the Platform or, where information cannot be updated through the Platform, to immediately notify Pumpkin Kart; 
         4. remain open on the Platform at the same times as the in-store location;
         5. ensure the price of each Product on the Platform is not higher than the lesser of (i) the price charged by the Merchant for the Product at its location; and (ii) the price charged by the Merchant for the Product on any comparable platform (which, in the case of a restaurant includes, for greater certainty, a food delivery or food ordering platform);
         6. notify all Merchant location staff immediately upon acceptance of this Agreement of the Merchant’s relationship with Pumpkin Kart and the Merchant’s obligations under this Agreement; 
         7. always represent that the Merchant is a separate entity from Pumpkin Kart; 
         8. display such sign board as Pumpkin Kart may provide to you from time to time at an accessible and prominent location to notify Customers where to pick up their Order; and
         9. immediately notify Pumpkin Kart of any issues concerning the Platform, including issues with the Merchant’s or a Customer’s account or in connection with an Order.
      2. The Merchant shall be responsible for all Customer complaints concerning the Merchant’s Products.  Notwithstanding the foregoing, Pumpkin Kart may, in its sole discretion, reimburse a Customer for all or part of an unsatisfactory Order and deduct the costs incurred for the reimbursement from payments owing by Pumpkin Kart to the Merchant.  
      3. You acknowledge and agree that Pumpkin Kart is solely responsible for the functioning of the Platform, including the design, available features and the prioritization and display of options and results to Customers. 
      4. Pumpkin Kart may, in its sole discretion, supply you with a tablet or other device and accessories (collectively the “Device”) for accepting Orders.  Any Device shall at all times remain the sole property of Pumpkin Kart. You agree to use any Device solely for the purpose of accepting Orders through the Platform. You further agree that the Device shall at all times remain at your business location and that you will not sell, rent or provide the Device to any third party or remove the Device from the location. Upon the earlier of the termination of this Agreement or written request by Pumpkin Kart, you agree to return the Device to Pumpkin Kart.  You agree that you shall be responsible for any loss, theft or damage to a Device, reasonable wear and tear excluded, and that Pumpkin Kart may deduct the replacement cost of any lost, stolen or damaged device from payments owing by Pumpkin Kart to the Merchant under this Agreement.
      5. You are responsible for maintaining the integrity of your username, password and any information related to your access and use of the Platform. You represent and warrant that you will not share such information with any third party and shall immediately notify us of any unauthorized access to or use of your account information.

 

• Fees, Taxes and Payments

 

1. 1. 1. Unless otherwise agreed to by the parties, the Merchant will pay Pumpkin Kart a fee equal to 15% of the total Order price before applicable taxes for each Order placed through the Platform, plus applicable taxes.  You agree that Pumpkin Kart may deduct this fee from payments owing by Pumpkin Kart to the Merchant hereunder.
      2. Unless otherwise agreed to by the parties, the Merchant will pay Pumpkin Kart a fee equal to $200 CAD plus applicable taxes in consideration for Pumpkin Kart’ setup and activation of the Merchant’s account on the Platform.  You agree that Pumpkin Kart may deduct this fee from payments owing by Pumpkin Kart to the Merchant hereunder.
      3. All fees are payable in Canadian Dollars.
      4. Payment processing services for Merchants on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal), which includes the Stripe Terms of Service (available at https://stripe.com/legal ) (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a Merchant on the Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Pumpkin Kart enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize Pumpkin Kart to share it and transaction information related to your use of the payment processing services provided by Stripe.
      5. Pumpkin Kart will deposit into the Merchant’s bank account all amounts collected by Pumpkin Kart on behalf of the Merchant under this Agreement, less applicable fees, costs or other amounts payable by the Merchant to Pumpkin Kart under this Agreement, at regular intervals within eight (8) business days of the date an Order was processed through the Platform.  You are solely responsible for ensuring that the bank account information which you supplied to us is accurate in all respects.
      6. You agree to promptly review all transactions in connection with the Platform, including all amounts deposited by Pumpkin Kart into your account, and to notify us in writing within sixty (60) days of any inaccuracy, error or issue with respect to a transaction (a “Transaction Issue”).  Upon receipt of notice, the parties will in good faith attempt to resolve the Transaction Issue. In the event the Merchant fails to notify Pumpkin Kart in writing of any Transaction Issue within sixty (60) days, the Merchant shall be deemed to have waived any claim or objection to the Transaction Issue.
      7. You are solely responsible for all taxes, duties and other governmental charges on any Products and to remit such taxes, duties and other governmental charges to the appropriate authority. 
      8. Except as expressly provided, all Pumpkin Kart fees and other charges do not include any applicable taxes or government charges, which are payable by you and are in addition to any amounts due to us hereunder. If withholding taxes are imposed by any jurisdiction on fees, you will pay such taxes such that we receive the full amount invoiced, without offset or deduction, and you will promptly provide to us the applicable certificates and receipts regarding such remittances.

 

• Promotions

 

1. 1. 1. The Platform may permit you to offer promotions to Customers for Orders placed on the Platform. Pumpkin Kart reserves the right, in its sole discretion, to suspend or cancel any promotion offered by you on the Platform.
      2. Pumpkin Kart may offer its own promotions in connection with the Platform or your Orders.  You authorize Pumpkin Kart to discount the price of any of your Products or any Order for promotional purposes.  Pumpkin Kart shall reimburse you for the amount of any such discount.  
      3. The parties may enter into a joint promotion in respect of your Products or Orders, which will be subject to terms as may be agreed to by the parties.

 

• Representations and Warranties 

 

1. 1. 1. The parties each represent and warrant to the other that each:
         1. is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is registered; 
         2. has all required power and capacity to enter into this Agreement, to grant the rights and licences granted under this Agreement and to perform its obligations under this Agreement; and 
         3. it has not entered into, and during the Term will not enter into, any agreement that would prevent it from entering into, complying with or performing its obligations under this Agreement.
      2. The Merchant represents and warrants to Pumpkin Kart that:
         1. all information, including information concerning tis Products, which its provides to Pumpkin Kart and/or the Platform is and will be in compliance with this Agreement and all Pumpkin Kart policies in effect from time to time and is and will be accurate, current and complete, and not misleading, deceptive or fraudulent in any way;
         2. it will comply with all Applicable Law including, without limitation, all laws relating to food safety and handling, taxation, product testing, labeling, pricing and packaging in connection with any Product;
         3. it has the legal right to sell all Products which it offers on the Platform; and
         4. it will not offer any Prohibited Product for sale on the Platform.

 

• Ownership, use and intellectual property rights

 

1. 1. 1. You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Pumpkin Kart, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
      2. The “Pumpkin Kart” name and logo and all related names, logos, product and service names, designs, images and slogans are trademarks of Pumpkin Kart or its affiliates or licensors. You must not use such marks without the prior written permission of Pumpkin Kart. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of applicable law and could subject the infringer to legal action.
      3. Nothing in this Agreement grants you any rights in the Platform other than as necessary to enable you to access the Platform and to perform your obligations under this Agreement. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except as permitted by us under this Agreement or as expressly provided under Applicable Law. Any use of the Platform not expressly permitted by this Agreement or under Applicable Law is a breach of this Agreement.
      4. By submitting the Merchant Content to the Platform or providing it to us for use in the Platform, you represent and warrant that you own or have the necessary rights to submit the Merchant Content and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.  You represent and warrant that that Merchant Content shall not in any manner violate any Applicable Law including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under Applicable Law.
      5. Each party hereby grants to the other party, a limited, non-exclusive and non-transferable licence during the Term to use, on a royalty-free basis, in connection with this Agreement (a) in the case of the grant by the Merchant to Pumpkin Kart, the Merchant Content; and (b) in the case of the grant by Pumpkin Kart to the Merchant, such trademarks, tradenames, copyrights, logos and other intellectual property or content which Pumpkin Kart makes available to you. Each party confirms and warrants to us the other that they have all the rights, power and authority necessary to grant the above licence.
      6. Except as expressly provided in this Agreement, neither party will be deemed to grant the other party, by implication, estoppel or otherwise, any licence or right to use or in any intellectual property or other proprietary rights of the other.  All rights not granted herein are expressly reserved.

 

• Confidentiality

 

1. 1. 1. The Merchant agrees not use or disclose Pumpkin Kart’ Confidential Information except,
         1. as necessary exercise its rights or to perform its obligations related to this Agreement and under Applicable Law; and
         2. to its employees or representatives who (i) need to know such Confidential Information for purposes of the Merchant’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Merchant’s obligations; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth herein.
      2. The Merchant agrees to safeguard the Confidential Information of Pumpkin Kart from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.
      3. If the Merchant is compelled by Applicable Law to disclose any Confidential Information, then, to the extent permitted by Applicable Law, the Merchant shall (i) promptly, and before such disclosure, notify Pumpkin Kart in writing of such requirement so that Pumpkin Kart can seek a protective order or other remedy or waive its rights under this Agreement; and (ii) provide reasonable assistance to Pumpkin Kart in opposing such disclosure or seeking an injunction, a protective order or other limitations on disclosure.

 

• Ratings and Reviews

 

1. 1. 1. We may use mechanisms that rate or review, or permit Customers to rate or review, your Products and performance as a Merchant and we may make these ratings or reviews publicly available. Although we are under no obligation to monitor, censor, investigate or verify ratings or reviews, in order to protect the integrity of the Platform and others from abuse, we reserve the right to remove any rating or review (but are under no obligation to do so).   You will have no ownership interest in or licence to use any ratings or reviews posted on the Platform.

 

• Disclaimer and Limitation on Liability

 

1. 1. 1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
      2. NEITHER PUMPKIN KART NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PUMPKIN KART NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS REPRESENT OR WARRANT THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
      3. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.
      4. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL PUMPKIN KART NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE PLATFORM, ANY LINKED PLATFORMS OR SUCH OTHER THIRD-PARTY PLATFORMS, NOR ANY PLATFORM CONTENT, MATERIALS, POSTING OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

 

• Indemnification and Release

 

1. 1. 1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Pumpkin Kart, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees on a solicitor-client basis) arising out of or relating to your breach of this Agreement or your use of the Platform other than as expressly authorized in this Agreement.
      2. If you have a dispute with a Customer, you release us and our parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

• Term and Termination 

 

1. 1. 1. This Agreement will be effective from the date you agreed to be bound by this Agreement and will continue until terminated by either party as set out below.
      2. Either party may terminate this Agreement on seven (7) days’ written notice.  Pumpkin Kart may terminate this Agreement without notice if it determines, in its sole discretion, that the Merchant has breached any term or condition of this Agreement.  
      3. Pumpkin Kart may suspend your access to the Platform or remove your Products from the Platform at any time in its sole discretion.
      4. Termination of this Agreement shall not affect or prejudice any rights or obligations which have accrued or arisen under this Agreement prior to the time of termination or which expressly survive the termination of this Agreement, and such rights and obligations shall survive the termination of this Agreement.  Without limiting the generality of the foregoing, all payment obligations and sections 1, 10 – 14, 16 and this paragraph will survive the termination of this Agreement.  
      5. Except as expressly provided in this Agreement, neither party shall be required to pay any fee or will have any liability to the other party in connection with the termination of this Agreement, including for any damages, loss of profits, goodwill or business reputation or any loss of data suffered, cost of procurement of substitute goods or services, or other tangible or intangible loss.
      6. In the event that, following termination of this Agreement, the Merchant owes Pumpkin Kart any fees or other amounts, you shall pay such amounts to Pumpkin Kart within five (5) business days. 

 

• Dispute Resolution and Arbitration

 

1. 1. 1. Except to the extent prohibited by applicable law, in the event of any controversy, claim, action or dispute arising out of or related the Platform, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party sixty (60) days in which to respond to or settle the Dispute. To the maximum extent permitted by law, both Pumpkin Kart and the Merchant agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration against the other party.
      2. If Pumpkin Kart and the Merchant are unable to resolve the Dispute, the Dispute shall be determined exclusively by binding arbitration. The arbitration shall be conducted in the City of Toronto by a single arbitrator jointly selected by the parties. In the event of a Dispute in which the amount claimed is less than $100,000 CAD, the arbitration shall be resolved using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. or such other rules as may be agreed by the parties. The parties shall be responsible for their own legal costs and shall share the costs of the arbitration equally, subject to an award of the arbitrator to the contrary.

 

• General

 

1. 1. Unless otherwise expressly stated in this Agreement, all notices from you to us must be in writing and sent to our email address at merchants@pumpkinkart.com and all notices from us to you will be sent to you at the email address associated with your account.  All notices shall be deemed to have been received by the recipient at the time the email was sent by the sender.
   2. All headings used in this Agreement are for convenience only and do not affect the interpretation of this Agreement.
   3. We reserve the right to vary this Agreement from time to time. We will notify you by posting the updated Agreement on the platform and revising the “Last Updated” date above.  By continuing to use and access the Platform following such changes, you agree to be bound by any variation made by us. It is your responsibility to check this Agreement from time to time to verify such variations.
   4. If any part of this Agreement is unenforceable the enforceability of any other part of this Agreement will not be affected. 
   5. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
   6. This Agreement together with the Privacy Policy and any applicable additional terms on the Platform contain the entire understanding and agreement between us and you in relation to your use of the Platform and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
   7. You may not assign, sub-license or otherwise transfer any of your rights and obligations in this Agreement to any other person.
   8. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. 
   9. Subject to the dispute resolution and arbitration provision, the parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario to settle any disputes and claims which may arise out of, or in connection with, this Agreement.