1. Acceptance of the Terms of Service.
Matagora, Inc. ("Company", "we" or "us") maintains the website matagora.com, including any content, functionality, and services offered on or through matagora.com (the "Website"). The following terms and conditions ("Terms of Service") govern your access to and use of the Website, whether as a guest or a registered user.
Please read the Terms of Service carefully before you start to use the Website. By using the Website, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service. If you do not want to agree to these Terms of Service, you must not access or use the Website.
This Website is offered and available to users who are at least 18 years of age and based in the United States or Canada. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you must have the full legal authority to bind your employer or such entity to this Agreement. By using the Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
2. Changes to the Terms of Service.
We may revise and update these Terms of Service from time to time at our sole discretion. Changes are effective immediately when we post them but are not retroactive. Your continued use of the Website following the posting of the revised Terms of Service means that you accept and agree to the changes. You must check this page frequently so that you are aware of any changes, and immediately discontinue access or use of the Website if you do not want to agree to the revised Terms of Service.
3. Acceptance of Commercial Terms.
Our Website is designed to bring together designers of jewelry, clothing, fashion, and other products and merchandise ("Brands") and retailers of such products and merchandise ("Retailers") in a neutral, easy-to-use marketplace. When a Retailer places an order for a Brand's products or merchandise ("Products") through the Website (such an order, an "Order"), and when a Brand accepts an Order, they each do so pursuant to the shipping, payment and other commercial terms set forth in our Matagora Platform Standard Commercial Terms - commercial terms, as may be updated by us from time to time (the "Commercial Terms"). By placing an Order for Products with a Brand through the Website, or by accepting an Order for Products from a Retailer through the Website, you also accept and agree to be bound and abide by the Commercial Terms and you agree that the terms of the Order submitted through the Website and the Commercial Terms exclusively govern the purchase and sale of Products through the Website (and not any other terms). If you do not want to agree to our Commercial Terms, then you must not place or accept any Orders through the Website.
4. Changes to Commercial Terms.
You acknowledge and agree that we may revise and update the Commercial Terms from time to time at our sole discretion. Changes are effective immediately when we post them, but are not retroactive (i.e., do not apply to Orders accepted prior to the date the updated Commercial Terms are posted). A Brand's or a Retailer's continued placement of Orders on the Website following the posting of revised Commercial Terms means that such Brand or Retailer accepts and agrees to the changes. Brands and Retailers must check the Commercial Terms page frequently so that they are aware of any changes, and immediately discontinue placing or accepting Orders through the Website if they do not want to agree to the revised Commercial Terms.
5. Neutral Marketplace; Release; Disclaimer.
The Website is a neutral marketplace that enables interactions between Brands and Retailers. We do not take part in the interactions between Brands and Retailers, other than facilitating the processing of Orders through the Website in accordance with these Terms of Service and the Commercial Terms. We are not responsible for any interactions between Brands or Retailers or the parties' respective fulfillment or other obligations to one another under an Order. You are solely responsible for such interactions and obligations. In the event that you have a dispute with one or more Brands or Retailers, you should contact us at Matagora and we may elect, in our sole and absolute discretion and on a case-by-case basis, to use our good faith efforts to assist you in resolving the dispute, but YOU OTHERWISE HEREBY ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR SUCH DISPUTES AND YOU HEREBY AGREE TO RELEASE US (AND ALL OF OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES, WHETHER PERTAINING TO AN ORDER, THE COMMERCIAL TERMS OR OTHERWISE.
The availability of any Products or services on the Website does not imply our endorsement of such Products or services. We are not the designer or manufacturer of any Products, and we are not involved in any sales efforts or other services provided by Retailers. We, therefore, cannot and do not control, are not responsible for, and make no representations or warranties regarding (i) the existence, quality, timing, suitability, reliability, safety, or legality of any products or services advertised or promoted by Brands or Retailers through the Website, (ii) the truth or accuracy of any representations, advertisements or promotional materials supplied by Brands or Retailers through the Website, (iii) the skills, talents, experience and/or qualifications of Brands or Retailers or any of their individual employees, contractors, subcontractors agents or representatives, or (iv) whether any Product or service offered by Brands or Retailers will meet a Brand's or Retailer's requirements. Any Products shall carry only the warranty that the Brand provides in writing with the Product (if any). We give no warranty on behalf of any Brand or Retailer or any other designer, manufacturer, or provider of any goods or services available through the Website.
6. Additional Rules and Terms for Transactions. Listing Products
Brands must submit all Products to us for pre-approval prior to listing on the Website, and each Brand will promptly provide to us all requested information related to the applicable Product in connection with this pre-approval process. We may choose not to list certain Products on the Website at our sole and absolute discretion, including, for illustrative purposes only and without limitation, if we believe the Product is too fragile and likely to be damaged in shipment or if we believe the Product will take too long to make or manufacture in a manner that would be undesirable from the perspective of Retailers. Our approval of a Brand's listing of a Product on the Website does not imply our endorsement of such Product or imply that we provide any representation or warranty that such Product meets any quality, suitability, merchantability, safety, legal, industry, or other certification or standard. Color and Appearance of Products
The actual color or appearance of a Product may differ from the color or appearance you see on the Website due to your computer system or mobile device, and we cannot guarantee any color, texture, or detail of the actual Products you see when viewing the Website will be accurate.
Support Requests
As indicated in the Commercial Terms, a Brand or a Retailer may contact us for assistance with various problems that may arise in connection with Orders placed and accepted through the Website, in each case by sending us an e-mail at Matagora. Upon receipt of such support requests, we may elect, in our sole and absolute discretion and on a case-by-case basis, to use good faith efforts to investigate the problem, request additional information from the Brand or Retailer, and/or assist the Brand or Retailer in efforts to resolve the problem. Such efforts may include (but are not limited to) our issuance of credits to the Brand's or Retailer's account as compensation for losses or damages sustained by the Brand or Retailer.
For the avoidance of doubt, we are not responsible or liable in any manner for any obligation of a Brand, Retailer, or carrier or for any other issue or matter not within our reasonable control, including, but not limited to, any late shipment, short shipment, damage to Products, defective Products or any other problems that may arise with an Order. To the extent we choose to assist in resolving any such problems, we do so for your convenience only, and our choice to assist in resolving a problem does not create any express or implied obligation to continue doing so at any time in the future.
Payment Processing Through Website
All prices on the Website are listed in United States Dollars and all payments through the Website must be made in United States Dollars. All payment obligations are non-cancelable and (except as may be expressly provided in the Commercial Terms or an Order) all fees and charges once paid are non-refundable.
Prior to placing any Orders through the Website, each Retailer must establish and maintain a valid and up-to-date payment method such as a credit card, debit card, Stripe account, or ACH auto debit account ("Payment Method"). Upon establishment of such Payment Method, we are hereby authorized by the applicable Retailer to charge all purchase price amounts, associated Retailer service fees, and any other agreed-upon fees or charges using such Payment Method, using the third party payment processor that we have engaged to process transactions securely through the Website. Each Retailer is responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If a Retailer's Payment Method cannot successfully be charged for any reason, we reserve the right to suspend the Retailer's account and (in consultation with the applicable Brands) suspend or cancel any outstanding Orders until the Retailer remedies the issue by providing an alternative payment method acceptable to us (in addition to, and not in lieu of, our other rights under these Terms of Service, at law or in equity).
Prior to accepting any Orders through the Website, each Brand must establish and maintain an account with Stripe, a third-party payments processor Matagora usee to process payments securely and efficiently via the Website, to enable us to pay the Brand the purchase price payments and any other amounts owed to the Brand (such as shipping costs) less Matagora’s applicable Brand service fees. Unless the Company otherwise agrees in writing, all payments to Brands will be made by electronic transfer via the Brand’s Routable account, and any transfer fees incurred will be paid by the Brand. Each Brand is responsible for providing complete and accurate payment and contact information to us and notifying us of any changes to such information.
Unless we otherwise agree in writing, we will not be obligated to pay to the Brand the applicable purchase price or any other amounts under any Order until the Brand provides written confirmation that the Brand has shipped the Products using the shipment method that was agreed upon by the Brand and the Retailer in the Order (including tracking number). Once our obligation to pay such amounts to the Brand accrues (i.e., such amounts become due and payable to the Brand in accordance with the preceding sentence), we will pay such amounts to the Brand (minus our service fee) within 15 days. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy we have or may have, we may, with or without prior notice, set off or recoup any liability we owe to a Brand or a Retailer against any liability for which the Brand or Retailer is liable to us.
Service Fees
In connection with each executed Order, the Brand and the Retailer each will pay us a service fee calculated as a percentage of the agreed-upon purchase price or as otherwise indicated in our current Service Fees. We reserve the right to update the Service Fees from time to time at our discretion. Changes are effective immediately when we post them, but are not retroactive (i.e., do not apply to Orders accepted prior to the date the updated Service Fees is posted). We also reserve the right not to charge or to waive certain service fees from time to time, in our sole and absolute discretion, and our choice to do so in a particular instance does not create any express or implied obligation to continue doing so at any time in the future. The current applicable service fees will be displayed at "checkout" for the Retailer when placing an Order and in order confirmations for the Brand when receiving and accepting an Order, and by placing an Order or accepting an Order the Retailer and the Brand, respectively, agree to pay to us the specified service fees. The Retailer's service fee (if any) will be charged to the Retailer at the same time the Retailer is charged for the purchase price of the Products (as described below and in the Commercial Terms), and the Brand's service fee will be deducted from the purchase price amounts that are paid by us to the Brand. The Brand and the Retailer, respectively, shall be responsible for and shall pay all federal, state, or local sales, use, and similar taxes where applicable based on or arising from these Terms of Service (other than taxes based on our income) in a timely manner.
Ideas and Feedback
You may choose to or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place Vulk under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
Orders and Payment
At the time an Order closes: The Brand and the Retailer will each receive an automatically-generated written confirmation of the Order from the Website for each party's recordkeeping purposes. We will pay to the Brand the purchase price for the Products (less our Brand service fee) via electronic transfer via Stripe (or another method mutually agreed by us and the Brand) within 15 days. The Retailer's Payment Method will be charged for the applicable purchase price for the Products and for our Retailer service fee (if any) 60 days after the Order closes (unless the Retailer carries or will as a result of a transaction carry a balance owed to in excess of the applicable Credit Limit (as defined below)). If the Retailer carries or will as a result of a transaction carry a balance owed to us in excess of the applicable Credit Limit, then the Retailer's Payment Method will be charged for the amount of the applicable purchase price for the Products that exceed the applicable Credit Limit and for our Retailer service fee (if any) at the time an Order closes (at the time of checkout).
The "Credit Limit" that applies to a particular Retailer is an amount up to $2,000 that we may extend to Retailers at our sole and absolute discretion based on a particular Retailer's payment history in connection with transactions processed through the Website.
If a Brand or Retailer fails to make any payment to us when due (including for our service fees, the purchase price for Products, or any other fees or charges owed to us), then, in addition to all other remedies that may be available to us we may charge the applicable Brand or Retailer an administrative processing fee of up to $25 and we may charge interest on the past due amount at the rate of 1.5% per month (calculated daily and compounded monthly) or, if lower, the highest rate permitted under applicable law. Such amounts are collected directly by and for us and for our own benefit (e.g., to recoup additional costs and burdens we bear in connection with overdue balances) and not on behalf of (or for the benefit of) any Brand or Retailer.
Promotional Offers: Payment of Shipping Costs
From time to time, at our sole and absolute discretion, and as a limited-time promotional offer to promote the use of the Website, we may elect to pay for certain costs of shipping on certain Orders, to the extent specified in our current Service Fee. If we elect to pay shipping costs with respect to a particular Order, we will include the amount we have agreed to pay along with our payment to the Brand of the purchase price for the Products. Additional terms and conditions of the promotional offer apply and will be specified on the Website or on our current Service Fees.
Non-Circumvention We consider our lists of Brands seeking to sell Products and Retailers seeking to obtain Products for sale in their stores to be our non-public, confidential, and trade secret information. We provide access to these lists and otherwise facilitate transactions between Brands and Retailers through the Website as a service to Brands and Retailers, in exchange for the services fees that Brands and Retailers pay to us. If a Brand or a Retailer were to access these lists and use them to engage in transactions outside of the Website, or if a Brand and a Retailer were introduced to one another through an initial Order through the Website only to engage in future transactions together directly and not through the Website, then this would cause us to lose the "benefit of the bargain" of providing our services. Therefore, if you are a Brand or a Retailer, you agree that you, your subsidiaries and your other affiliates may not, during the period of time in which you have an account on the Website and for one year thereafter, directly or indirectly, except with our prior express written consent: (a) enter into a transaction with another Brand or Retailer whose information you first obtained through access to the Website (the "Introduced Party") that is similar to, in competition with, or which otherwise could have the effect of preventing us from receiving the full benefit of, the transactions contemplated by these Terms of Service, (b) solicit the Introduced Party to enter into such transaction, or (c) induce, solicit, procure, or otherwise encourage your (or your subsidiary's or affiliate's) employees, contractors, agents or representatives, or respond to any solicitation from any of the same, to enter into any such transaction. You will be liable for any failure of your subsidiaries and your other affiliates or your employees, contractors, agents, or representatives to comply with the restrictions in this paragraph. You acknowledge and agree that a violation or threatened violation of your obligations under this paragraph would cause us irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such violation or threatened violation, we shall be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available to us at law, in equity or otherwise.
Miscellaneous Terms Each Retailer agrees that it shall not, directly or indirectly, re-sell any Products on third-party e-commerce websites or platforms. If a Brand wishes to terminate its account on the Website, it must notify Matagora at least 30 days in advance, to give Matagora sufficient time to remove the Brand’s profile and account from the Website.
Matagora reserves the right to suspend or terminate the accounts of any Brands that do not list Products or that do not engage in any transactions on the Website for extended periods of time.
Matagora reserves the right to cease promoting or to suspend or terminate the accounts of Brands that repeatedly fail to accept or reject Orders within the 7-day window provided.
7. Acceptance of Privacy Policy.
All information we collect on the Website is subject to our Privacy Policy. By using the Website, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by our Privacy Policy. If you do not want to agree to our Privacy Policy, then you must not provide us with any personal information.
Our Website is hosted in Canada and our services are provided from Canada. It is possible that certain information will be stored on servers in multiple other countries on the "cloud" or other similar distributed hosting platforms. If you are a user accessing our Website or services from the United States, European Union, Asia, or any other region with laws governing personal data collection, use, and disclosure that differ from Canada’s laws, you are expressly and knowingly consenting to the transfer of your personal information to Canada and other jurisdictions as indicated above, and to our use of your personal information in accordance with our Privacy Policy.
Please be aware of the following in connection with the Retailer/Brand chat feature available through the Website: chats between Retailers and Brands are stored in the "cloud" by the third-party service provider we used to provide this feature of our Website, and members of the Matagora customer support team may access and review these chats in connection with providing troubleshooting and customer support services to you. Chats are considered to be User Contributions for all purposes under these Terms of Service, including, for example, the requirement to comply with all Content Standards set forth below.
7A. Informational and Marketing Text Message Program
When you sign up to use the Website and include your mobile telephone number at registration, you will be given an option to participate in our SMS text message program (the “Text Message Program”). We provide the Text Message Program to send you (1) informational and transactional communications relating to your use of the Website, such as status updates about Orders placed and Order fulfillment (“Informational Texts”), and (2) Website-related marketing, advertising and promotional communications, such as special offers, discounts or promotions relating to your use of the Website (“Marketing Texts”). You will be given the option to receive either or both of our Informational Texts and/or Marketing Texts. By subscribing to the Text Message Program, you voluntarily authorize and direct us to send text messages (including either or both of our Informational Texts and Marketing Texts, depending on the settings you have selected) using an automated system to the mobile telephone number you have provided. You are not required to use or subscribe to the Text Message Program as a condition of using the Website or in order to benefit from other Website features that are unrelated to the Text Message Program. Standard message and data rates may apply. Once enrolled in the Text Message Program, you may opt-out of the Text Message Program (i.e., stop text messages) at any time. With respect to any text message, you may reply STOP, at which time we will reply by text to give you the option to stop Informational Texts, stop Marketing Texts or stop all text messages (and after which we will stop sending the specified messages). You may also opt out by contacting us at Matagora If you contact us by e-mail please include “Text Message Opt Out” or similar language in the subject line of your e-mail, to assist us in our efforts to ensure prompt and proper processing of your e-mail request. Regardless of the method you use to opt-out, please allow us a few days to process your opt-out request.
8. Accessing the Website and Account Security.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website to registered users.
You are responsible for making all arrangements necessary for you to have access to the Website. To access the Website or the resources it offers, you may be asked to provide certain registration details or other information. You must provide information that is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password, or other security information. If you permit any other person to use your account, you will be responsible for their activities while using the Website. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion if, in our opinion, the continued use of that user name, password, or other identifier would be inappropriate.
9. Intellectual Property Rights.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by Canada and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Service permit you to use the Website for your own internal business uses only.
Your computer may temporarily store copies of such materials incidental to your accessing and viewing those materials, and your Web browser may store files that are automatically cached for display enhancement purposes. You must not otherwise reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except that you may print or download one copy of a reasonable number of pages of the Website for your own internal business uses and not for further reproduction, publication or distribution. You must not modify copies of any materials from this Website nor use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. You must never delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you wish to make any use of material on the Website other than that set out in this section, please address your request to Matagora.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Service, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is being transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.
10. Trademarks.
The Company name, the word mark Matagora, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
11. Prohibited Uses.
You may use the Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Website: In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. To send, receive, upload, download, use or reuse any material that does not comply with the Content Standards set out in these Terms of Service. To transmit any advertising or promotional material that constitutes "junk mail", "chain letter" "spam" or any other similar solicitation. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or that may harm the Company or users of the Website or expose them to liability.
Additionally, you agree not to use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website. Without limitation, you must not: Use any robot, spider, or other automatic devices, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful or attack the Website via a denial-of-service attack or a distributed denial-of-service attack. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
12. User Contributions.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, boards, personal stores, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons content or materials (collectively, "User Contributions") on or through the Website. You must own or control all rights in and to your User Contributions, and all of your User Contributions must comply with the Content Standards set out in these Terms of Service. Any User Contribution you post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant the Company and its affiliates and service providers the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute and that you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible for the content or accuracy of any User Contributions posted by you or any other user of the Website.
13. Content Standards.
User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. Violate the 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 laws or regulations or that otherwise may be in conflict with these Terms of Service or our Privacy Policy. Be likely to deceive any person. Promote any illegal activity, or advocate, promote or assist any unlawful act. Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. Impersonate any person, or misrepresent your identity or affiliation with any person or organization. Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
14. Monitoring and Enforcement; Termination.
We have the right to take any actions that we consider to be appropriate to ensure that the Website is operated in an appropriate manner. We may remove or refuse to post any User Contributions for any or no reason in our sole discretion, and we may take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other rights of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company. We may disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. We may terminate or suspend your access to all or part of the Website for any reason that we determine to be adequate, including any violation of these Terms of Service. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS RESULTING FROM ANY SUCH ACTION TAKEN BY THE COMPANY.
We do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for the performance or nonperformance of the activities described in this section.
You may terminate your account on the Website at any time for any reason or no reason in your sole discretion, but termination of your account on the Website does not relieve you from any obligations (including payment obligations) under any Orders agreed to prior to such termination.
15. Copyright Infringement.
If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
16. Reliance on Information Posted.
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information, and any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
The Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
17. Changes to the Website.
We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
18. Links to Other Sites.
You may create a link from another site that you own to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. You may not establish a link from any website that is not owned by you and you may not link to any part of the Website other than the homepage. Any website on which you create a link must comply in all respects with the Content Standards set out in these Terms of Service. We reserve the right to withdraw linking permission without notice.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The Website may provide certain social media features that enable you to link from your own or certain third-party websites to certain content on the Website, send e-mails or other communications with certain content, or links to certain content, on the Website, or cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us and otherwise in accordance with any additional terms and conditions provided with respect to such features. In addition to the limitations on linking set forth above, you may not cause the Website or portions of it to be displayed, or appear to be displayed by framing, deep linking, or in-line linking on any other site.
19. Geographic Restrictions.
The owner of the Website is based in Quebec in Canada. We provide the Website for use only by persons located in Canada. We make no claims that the Website or any of its content is accessible or appropriate outside of Canada. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside Canada, you do so on your own initiative and are responsible for compliance with local laws.
20. Disclaimer of Warranties.
We cannot and do not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
21. Limitation on Liability.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THE COMPANY'S OR ITS AFFILIATES' RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR (a) DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR YOUR USE OF OR INABILITY TO USE THE WEBSITE THAT, IN THE AGGREGATE, ARE IN EXCESS OF THE AMOUNT OF SERVICE FEES THE COMPANY HAS ACTUALLY COLLECTED FROM YOU IN THE 30 DAYS IMMEDIATELY PRECEDING YOUR FIRST CLAIM AGAINST THE COMPANY, OR (b) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR 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 OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CAN NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
22. Indemnification.
You agree to defend, indemnify and hold harmless the Company and its affiliates, and their licensors, service providers, employees, agents, officers, and directors, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or any dispute between a Brand and a Retailer.
23. Governing Law and Jurisdiction.
All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of Canada without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of or related to these Terms of Service or the Website shall be instituted exclusively in the federal or provincial courts located in Quebec, except that we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue in such courts.
24. Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Waiver and Severability.
No waiver by the Company of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
26. Entire Agreement.
The Terms of Service, our Privacy Policy, and our Copyright Policy constitute the sole and entire agreement between you and Matagora, Inc. with respect to the Website and any Orders processed through the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.
27. Your Comments and Concerns.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to Matagora.
