Welcome to Memorable Creations Inc. (MCI). We are so excited to have you here in our marketplace. Make yourself at home, but please follow our house rules.

Accepting These Terms

This document and the other agreement that we reference below make up our house rules, or what we officially call our Terms of Use (the “Terms” for short).

The Terms are a legally binding contract between you and MCI.

Please note that Disputes with MCI contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury and that you waive your right to participate in class actions, class arbitrations, or representative actions.

This contract sets out your rights and responsibilities when you use MCI marketplace and the other services provided by MCI (we’ll refer to all of these collectively as our “Services”), so please read it carefully. By using any of our Services (even just browsing one of our websites), you’re agreeing to the Terms. If you don’t agree with the Terms, you may not use our Services.

Pertinent Documents

MCI’s Services connect people across Canada, both online and offline, to sell, and buy products and services for events. Please see the guide below to help you understand the specific rules that are relevant for you, depending on how you use the Services:

  • Our rules for Everyone. If you use any of our Services, you agree to these Terms, our Privacy Policy, and our Anti-Discrimination Policy.
  • Our rules for Vendors. If you list any items for sale through our Services, the Vendor Policy applies to you.
  • Our rules for Buyers. If you use our Services to browse or shop, the Buyer Policy applies to you.

All of these policies are a part of our Terms, so be sure to read the ones that are relevant for you. Of course, you’ll still want to read the rest of this document because it applies to everyone!

Your Privacy

We know your personal information is important to you, so it’s important to us. Our Privacy Policy details how your information is used when you use our Services. By using our Services, you’re also agreeing that we can process your information in the ways set out in the Privacy Policy, so please read the Buyer Policy or Vendor Policy.

Both MCI and vendors process members’ personal information (for example, buyer name, email address, and shipping address) and are therefore considered separate and independent data controllers of buyers’ personal information. That means that each party is responsible for the personal information it processes in providing the Services. For example, if a vendor accidentally discloses a buyer’s name and email address when fulfilling another buyer’s order, the vendor, not MCI, will be responsible for that unauthorized disclosure. 

If, however, MCI and vendors are found to be joint data controllers of buyers’ personal information, and if MCI is sued, fined, or otherwise incurs expenses because of something that you did as a joint data controller of buyer personal information, you agree to indemnify MCI for the expenses it occurs in connection with your processing of buyer personal information.

Your Account with MCI

You’ll need to create an account with MCI to use some of our Services. Here are a few rules about accounts with MCI:

  1. You must be 18 years or older to use our Services. Minors under 18 and at least 13 years of age are only permitted to use our Services through an account owned by a parent or legal guardian with their appropriate permission and under their direct supervision. Children under 13 years are not permitted to use MCI or the Services. You are responsible for any and all account activity conducted by a minor on your account.
  2. Be honest with us. Provide accurate information about yourself and your business. It’s prohibited to use false information or impersonate another person or company through your account.
  3. Choose an appropriate account name. If you decide to not have your full name serve as the name associated with your account, you may not use language that is offensive, vulgar, infringes someone’s intellectual property rights, or otherwise violates the Terms.
  4. You’re responsible for your account. You’re solely responsible for any activity on your account. If you’re sharing an account with other people, then the person whose financial information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you personally guarantee that you have the authority to agree to the Terms on behalf of the business. Also, your accounts are not transferable.
  5. Protect your password. As we mentioned above, you’re solely responsible for any activity on your account, so it’s important to keep your account password secure.

Your Work

Content that you post using our Services is your work (so let’s refer to it as “Your Work”). We don’t make any claim to it, which includes anything you post using our Services (like vendor names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, usernames, etc.).

  1. Responsibility for Your Work. You understand that you are solely responsible for Your Work. You represent that you have all necessary rights to Your Work and that you’re not infringing or violating any third party’s rights by posting it.
  2. Permission to Use Your Work. By posting Your Work through our Services, you grant MCI a license to use it. We don’t claim any ownership to Your Work, but we have your permission to use it to help MCI function and grow. That way, we won’t infringe any rights you have in Your Work and we can help promote your products and services.
  3. Rights You Grant MCI. (Here’s the legalese version of the last section). By posting Your Work, you grant MCI a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Work. This allows us to provide the Services and to promote MCI, your MCI store, or the Services in general, in any formats and through any channels, including across any MCI Services, our partners, or third-party website or advertising medium. You agree not to assert any moral rights or rights of publicity against us for using Your Work. You also recognize our legitimate interest in using it, in accordance with the scope of this license, to the extent Your Work contains any personal information.

That sounds like a lot, but it’s necessary for us to keep MCI growing. Consider these examples: if you upload a photo of a listing on your MCI store, we have permission to display it to buyers, and we can resize it so it looks good to a buyer using their smart devices; if you post a description in English, we can translate it into French so a buyer in Quebec can learn the story behind your item; and if you post a beautiful photo of your photography, we can feature it on our homepage, in one of our blogs or even on a billboard to help promote your business and MCI’s.

  1. Reporting Unauthorized Content. MCI has great respect for intellectual property rights and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to the Services without your permission and you want it removed, please contact us right away and we will resolve the issue. If Your Work is alleged to infringe another person’s intellectual property, we will take appropriate action, such as disabling it if we receive proper notice or terminate your account if you are found to be a repeat infringer. We’ll notify you if any of that happens.
  2. Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want to be posted on MCI’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.

Your Use of Our Services

License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services – subject to the Terms and the following restrictions in particular:

  1. Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your business requires; you may not sell anything that violates any laws and you may not engage in fraud (including false claims or infringement notices), theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against MCI, another MCI user, or a third party.
  2. Pay Your Bills. You are responsible for paying all fees that you owe to MCI. Except as set forth below, you are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Services.
  3. Don’t Steal Our Stuff. You agree not to crawl, scrape, or spider any page of the Services or to reverse engineer or attempt to obtain the source code of the Services.
  4. Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code.
  5. Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any unsolicited ideas or other materials you submit to MCI (not including Your Work or items you sell through our Services) are considered non-confidential and non-proprietary to you. You grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

Termination

Termination By You. We’d hate to see you go, but you may terminate your account with MCI at any time from your account settings. Terminating your account will not affect the availability of some of The Work that you posted through the Services prior to termination. You are obligated to pay any outstanding bills.

Termination By MCI. We may terminate or suspend your account (and any related accounts) and your access to the Services at any time, for any reason, and without advance notice. If we do so, it’s important to understand that you don’t have a contractual or legal right to continue to use our Services, for example, to sell or buy on our websites. MCI may refuse service to anyone, at any time, for any reason.

If you or MCI terminate your account, you may lose any information associated with your account, including Your Work.

We May Discontinue the Services. MCI reserves the right to change, suspend, or discontinue any of the Services at any time, for any reason. We will not be liable to you for the effect that any changes to the Services may have on you, including your income or your ability to generate revenue through the Services.

Survival. The Terms will remain in effect even after your access to the Service is terminated, or your use of the Service ends.

Warranties and Limitation of Liability

Items You Purchase. You understand that MCI does not manufacture, store, or inspect any of the items sold through our Services by vendors. We provide the venue; the items in our marketplaces are produced, listed, and sold directly by independent vendors, so MCI can’t and does not make any warranties about their quality, safety, or even their legality. Any legal claim related to an item you purchase must be brought directly against the vendor of the item. You release MCI from any claims related to items sold through our Services, including for defective items, misrepresentations by vendors, or items that caused physical injury (like product liability claims).

Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. MCI is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.

People You Interact With. You can use the Services to interact with other individuals, either online or in person. However, you understand that we do not screen non-member users of our Services, and you release us from all liability relating to your interactions with other users. Please be careful and exercise caution and good judgment in all interactions with others, especially if you are meeting someone in person.

Third-Party Services. Our Services may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest). You may also need to use a third party’s product or service in order to use some of our Services (like a compatible mobile device). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. MCI is not a party to those agreements; they are solely between you and the third party.

Warranties. MCI is dedicated to making our Services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.

We do not guarantee that: (i) the Services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) the Services will be free of viruses or other harmful materials; or (iv) the results of using the Services will meet your expectations. You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you.

Liability Limits. To the fullest extent permitted by law, neither MCI, nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the Services or these Terms.

Indemnification

We hope this never happens, but if MCI gets sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend MCI (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable lawyer’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or your account’s infringement of someone else’s rights.

We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.

Disputes with Other Users

If you find yourself in a dispute with another user of MCI’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably.

Care System. Buyers and vendors who are unable to resolve a dispute related to a transaction on our websites may participate in our care system. MCI will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies, in our sole discretion; we will not make judgments regarding legal issues or claims. MCI has no obligation to resolve any disputes.

Release of MCI. You release MCI from any claims, demands, and damages arising out of disputes with other users or parties.

Governing Law and Dispute Resolution

This Agreement is to be governed, construed, and enforced according to the laws of the Province of Alberta and the laws of Canada applicable therein without regard to its conflict of laws rules.

Pre-Arbitration Procedures.  In the event of any dispute or controversy arising out of or relating to this Agreement, including its validity, enforceability, performance or the breach, the Party alleging a dispute will notify the other party of the existence of the dispute, and provide reasonable detail about the dispute.  Officials representing both Parties will meet and attempt to resolve the dispute within fifteen (15) days of the notice.

Arbitration.  In the event party officials do not meet or are unable to resolve a dispute within the above period, the dispute shall be resolved exclusively by final binding arbitration.  The Parties shall endeavor to select a mutually acceptable arbitrator within fifteen (15) days of the notice of demand for arbitration.

The costs for the arbitration and the fees of the arbitrator shall be shared equally by the Parties.  All parties agree that arbitration shall take place within the City of Calgary.  The arbitrator shall not have the authority, power or right to award punitive damages.  The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration.  The arbitrator shall endeavor to commence the arbitration within sixty (60) days of the arbitration notice.  A written award shall be rendered by the arbitrator within thirty (30) days of the end of the arbitration hearing(s) and shall be final and binding on the parties.  Judgment may be entered thereon in any court having jurisdiction.

Changes to the Terms

We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by posting the changes through the Services and/or sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes unless otherwise specified. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.

Some Finer Legal Points

The Terms, including all of the policies that make up the Terms, supersede any other agreement between you and MCI regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.

Contact Information

If you have any questions about the Terms, please email us at legal@memorablecreationsinc.ca.

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