SHOP THIS CITY - SHOPIFY APP USAGE TERMS OF SERVICE

These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the Shopify Marketplace App: Shop This City available via the Shopify App Store and the Shop This City web application (collectively, the “Site”), each owned and operated by Shop This City Online Inc. (“Shop This City”, “we”, “our” or “us”), and the services available thereon, including without limitation the services that enable you to utilize Shop This City’s partnership dashboard, provide Shop This City with access to your store’s inventory and post listings on the Site (the “Services”).

BY ACCESSING OR USING THE SITE OR SERVICES OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES.  IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, in so far as they do not conflict with existing agreements established due to our compliance existing relevant terms of services such as those we comply with as part of e.g. the Shopify 

We may amend any part of this Agreement by adding, deleting, or varying its terms from time-to-time in our discretion.  We will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date.  We will include a link to the previous version of the terms beneath the new “Last Updated” date. 


The amendments will take effect 30 days after the date on which the amended version is posted.  Prior to that date, the previous version of this Agreement will continue to apply.


If you disagree with any amendments, you may terminate this Agreement by ceasing to use the Site and Services at any time within the 30-day period before the amendments take effect.  If the amendment increases your obligations under this Agreement, or decreases our obligations under this Agreement, then you can also terminate in the 30 days after the amendments take effect.  In either case, there is no cost or penalty for terminating.  If you do not cease using the Site and Services during that time, then by your continued use, you are considered to have accepted the proposed amendments. You may not change, supplement or amend this Agreement in any manner.


Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement.  It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you.  If you accept this Agreement, you represent that you have the capacity to be bound by it.


Intellectual Property Rights

All material available on the Site and all material and services provided by or through Shop This City, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws. 


Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Shop This City grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you.  You are not permitted to download, copy or otherwise store any Materials.


This section does not apply to Content (as defined below); however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Shop This City related to the Services, the Site or Shop This City or its business (“Feedback”) are and will be Shop This City’s exclusive property without any compensation or other consideration payable to you by Shop This City, and you do so of your own free will and volition.  Shop This City may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Shop This City may decide into the Site, the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing.  You hereby assign all rights on a worldwide basis in perpetuity to Shop This City in any Feedback and, as applicable, waive any moral rights. 


For the purposes of this Agreement, “personal information” is any information about an identifiable individual.


Shop This City retains the right to use or share any Aggregated Data generated by you or anyone using the Site or the Services, including our users, for the purpose of enhancing and providing the Services, and developing and improving existing and future Services.  “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information.  You are still responsible for any and all personal information that is part of any Content. Where you choose to utilize or connect certain services from third parties with the Site or the Services, you agree that Shop This City may share your lead data with such designated third parties.




Submission of Content 

The Site and the Services available thereon enable you to provide or upload content, including but not limited to messages, materials, data, text, music, sound, photos, videos, graphics, applications, code and other information or content (collectively, “Content”), to Shop This City for the purpose of providing the Services or as otherwise permitted under this Agreement.  You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.  


Shop This City will use Content you upload solely in connection with providing the Services to you, and for no other reason.  You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Shop This City a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Content, solely in connection with providing the Services to you.  This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services. 


You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Shop This City or Shop This City’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity. 


You agree that Shop This City is not responsible for any violations of any third party intellectual property rights in any Content that you submit to Shop This City.  You agree to pay all royalties, fees and any other monies owing to any person by reason of the Content uploaded, displayed or otherwise provided by you to the Site.


You represent and warrant to Shop This City, that the Content will contain no personal information or information that is subject to privacy laws, and that you will comply with all applicable laws relating to personal information in your use of the Site and Services. In the event that you notify Shop This City or Shop This City otherwise becomes aware that the Content contains personal information, Shop This City will delete such personal information from the Site and Services.



Monitoring


Shop This City may, but has no obligation to, monitor Content on the Site, or any website created using our Services.  You consent to such monitoring.  We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Shop This City or its customers, or operate the Site or Services properly, or improve the Site or Services.  Shop This City, in its sole discretion, may refuse to post, remove, or require you to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement, including, but not limited to the Privacy Policy.  


Internet Security Disclaimer 


You acknowledge and agree that Shop This City exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Shop This City’s control. You acknowledge that the Internet is inherently risky despite reasonable measures being taken, and you assume responsibility for your use of the Services over the Internet.


Limitation, Suspension or Termination of Access. 


In addition to other rights and remedies of Shop This City under this Agreement, Shop This City may suspend, terminate or limit (in Shop This City’s sole discretion) your access to or use of the Site and Services, or any part of them, without notice in order to: (a) prevent damage to, or degradation of the integrity of, Shop This City’s systems or your systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Shop This City from harm to its reputation or business. Shop This City will use commercially reasonable efforts to notify you of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Shop This City will restore your access to the Site and Services when Shop This City determines the event has been resolved. Nothing in this Agreement will limit Shop This City’s right to take any action or invoke remedies, or will act as a waiver of Shop This City’s rights in any way with respect to any of the foregoing activities. Shop This City will not be responsible for any loss or damages of any kind incurred by you as a result of any limitation, termination or suspension of the Site and Services under this provision. 


Acceptable Use and Conduct:

You agree that you will not publish or make available any Content that, or use the Site or Services in a manner that: 

  1. infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;

  2. contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

  3. is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;

  4. is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;

  5. is harmful to minors in any way;

  6. is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Shop This City;

  7. impersonates a Shop This City employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;

  8. interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;

  9. uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;

  10. facilitates the unlawful distribution of copyrighted Content;

  11. except as expressly permitted by Shop This City, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;

  12. includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Site or Services to users;

  13. constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other services, products or commercial interests; 

  14. stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services; 

  15. collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;

  16. requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;

  17. attempts to gain unauthorized access to the computer systems of Shop This City or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;   

  18. posts adult or pornographic Content;

  19. decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Shop This City technology;

  20. copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;

  21. accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services; 

  22. accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or

  23. accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.


Disclaimer of Warranties  

YOUR USE OF THE SITE OR SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK.  THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  SHOP THIS CITY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.  


SHOP THIS CITY DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU AGREE THAT FROM TIME TO TIME SHOP THIS CITY MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU.  YOUR ACCESS AND USE OF THE SITE AND THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT SHOP THIS CITY, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE.  SHOP THIS CITY MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE SITE OR SERVICES; OR (B) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR CONTENT WITH THE SITE OR SERVICES.


SHOP THIS CITY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SHOP THIS CITY, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SHOP THIS CITY. 


YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE AND SERVICES.  SHOP THIS CITY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.


ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.  


NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SHOP THIS CITY OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 


THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY SHOP THIS CITY FROM ITS FACILITIES IN CANADA.  SHOP THIS CITY MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.


Third Party Sites and Content 

The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site.  These other websites are not under Shop This City’s control, and you acknowledge that Shop This City is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources.  The inclusion of any such link does not imply endorsement by Shop This City or any association with its operators.  You further acknowledge and agree that Shop This City will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource.  Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.


Exclusive Remedy and Limitation of Liability 


YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL SHOP THIS CITY OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF SHOP THIS CITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.  SHOP THIS CITY’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNTS YOU PAID TO SHOP THIS CITY IN THE ONE (1) YEAR IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE.  TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SHOP THIS CITY’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, SHOP THIS CITY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO SHOP THIS CITY OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND. 


THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SHOP THIS CITY AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES.  YOU ALSO AGREE THAT SHOP THIS CITY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.


Shop This City will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Services.


Waiver of Jury Trial and Class Action Rights


WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.


Limitation of Time


You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.


Indemnity

You agree to indemnify, defend, and hold harmless Shop This City, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Profile Information and any third party Content forming part of the Site;  (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein.  Shop This City reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Shop This City and you agree to cooperate with Shop This City’s defense of these Claims. You agree not to settle any matter without the prior written consent of Shop This City.  Shop This City will use reasonable efforts to notify you of any such Claims upon becoming aware of it.



Dispute Resolution

All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the applicable Rules of Procedure of the Vancouver International Arbitration Centre (VanIAC). The appointing authority shall be the VanIAC. The case shall be administered by the VanIAC in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada.


Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you. 


The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.


Notwithstanding the foregoing, Shop This City may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement specifically enforceable by Shop This City through injunctive relief and other equitable remedies without proof of monetary damages.


If this Section is found to be unenforceable or if it does not apply to you, then the entirety of this Section will be null and void and, in that case, you hereby irrevocably submit to the personal and exclusive jurisdiction of the courts of the Province of British Columbia for resolution of any lawsuit or court proceeding permitted under this Agreement.


Miscellaneous 

If there is any dispute between you and Shop This City about or involving this Agreement, the Site or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions.


The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.


If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement. 


You agree that if Shop This City does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Shop This City has the benefit of under any applicable law), this will not be taken to be a formal waiver of Shop This City’s rights and that those rights or remedies will still be available to Shop This City. 


The sections of “Submission of Content”, “Intellectual Property Rights”, “Taxes”, “Confidential Information”, “Disclaimer of Warranties”, “Internet Security Disclaimer”, “Limitation, Suspension or Termination of Access”, “Third Party Sites and Content”, “Exclusive Remedy and Limitation of Liability”, “Waiver of Jury Trial and Class Action Rights”, “Limitation of Time”, “Indemnity”, “Dispute Resolution” and “Miscellaneous” will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.


This Agreement is the entire agreement between us related to the subject matter in this Agreement.  This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.  


Shop This City may deliver notices under this Agreement to you by email to any email address that you provide to Shop This City. You are solely responsible for ensuring that your email addresses on file with Shop This City are and remain current and correct throughout the term of this Agreement, and you will promptly give notice to Shop This City of any change to your email addresses.


You may not assign this Agreement or any of your rights or obligations under this Agreement. Shop This City may assign this Agreement and any or all of Shop This City’s rights and obligations under this Agreement and you hereby consent to such assignment.


Shop This City may use subcontractors to perform Shop This City’s obligations under this Agreement. The provisions of this Agreement will enure to the benefit of and be binding upon you and Shop This City and your respective successors, permitted assigns and personal representatives.

Contacting Shop This City

You may contact Shop This City by email at admin@shopthis.city or by mail at Suite 2900, 550 Burrard Street, Vancouver, BC V6C 0A3.


Apple Required Terms

THIS SECTION “APPLE REQUIRED TERMS” IS APPLICABLE ONLY TO USERS OF THE SHOP THIS CITY IOS MOBILE APPLICATION (THE “IOS APP”)


  1. Acknowledgement:  Shop This City and you acknowledge that this Agreement is concluded between Shop This City and you only, and not with Apple, and Shop This City, not Apple, is solely responsible for the Services and the content thereof.

  2. Scope of License:  The license granted to you for the Services is limited to a non-transferable license to use the Services on any iPhone, iPad or any Apple-branded product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service except that the Services may be accessed and used by other accounts where they may be associated with the you via Apple’s family sharing or volume purchasing.

  3. Maintenance and Support:  As between Apple and Shop This City, Shop This City is solely responsible for providing maintenance and support services, if any, with respect to the Services, as specified in this Agreement, or as required under applicable law. Shop This City and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

  4. Warranty:  As between Apple and Shop This City, Shop This City is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Shop This City’s sole responsibility.

  5. Product Claims:  Shop This City and you acknowledge that Shop This City, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to:  (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

  6. Intellectual Property Rights:  Shop This City and you acknowledge that, in the event of any third-party claim that the Services or your possession and use of the Services infringe that third party’s intellectual property rights, to the extent a warranty of non-infringement is not validly disclaimed, Shop This City, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

  7. Legal Compliance:  You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

  8. Developer Name and Address:  Shop This City may be contacted at Suite 2900, 550 Burrard Street, Vancouver, BC V6C 0A3, Canada in connection with any questions, complaints or claims with respect to the Services. Users may also contact Shop This City by email at admin@shopthis.city. 

  9. Third Party Terms of Agreement:  You must comply with applicable third-party terms of agreement when using the Services.

  10. Third Party Beneficiary:  Shop This City and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.