TERMS OF USE

Terms And Conditions
Thank you for choosing VANYOO (“Website/ Mobile Application” or “Platform”), the innovative marketplace that provides a platform for purchase or rental of items (the “Offer”).

By signing up for a VANYOO Account (as defined in Section 1) or by using any VANYOO Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”). Please carefully read these Terms of Service before you download, install, display or use the Platform and before posting an item on the Platform.

As used in these Terms of Service, “Company”, “we”, “us”, “our” and “VANYOO” means Vanyoo Invest Ltd., a British Columbia corporation, and “you” means any user of the Platform including but not limited to sellers, lenders, advertisers, visitors, customers and any business employing any of the foregoing and such business’ affiliates (collectively, the “Users” and each a “User”).

VANYOO provides a platform that enables Users to meet and conduct selling, buying and renting of various items and products (each an “Item”). Among other features, this platform includes a range of tools for sellers and lenders to list Items for sale and rental on their profile (each a “Store”) by filling the required information, manage products, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers. Any such service or services offered by VANYOO are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of our Terms of Service at any time at https://www.VANYOO.com/legal/terms.

These Terms of Service are a binding legal agreement that applies to all Users who access, visit or use the Platform.

By accessing the Platform or using it you accept and agree to these Terms of Service. If you do not agree or cannot comply with all or any of the provisions included in this agreement, you are not authorized to use the Platform.

1 Account Terms

1.1 Acceptance of Terms

(1) Your access to and use of the Platform is conditioned on your acceptance of and compliance with these Terms of Service. By downloading, installing, displaying, creating an account or using the Platform or mobile application, you indicate that you agree to comply with these Terms of Service that govern the use of VANYOO by potential Users.

(2) Such agreement takes effect on the date on which you download, install, display or use the Platform or mobile application.

(3) You hereby acknowledge and accept that any of these Terms of Service may change or be updated from time to time at VANYOO’s sole discretion and without prior notice, and you engage to review these Terms of Service from time to time. All changes are effective from the date they are posted and your continued use of the Platform will constitute your acceptance of the variation of the Terms of Service. It is your responsibility to ensure you are aware of any changes to these Terms of Service each time you utilize the Platform.

Last modified: [Saturday November 7, 2022]

(4) In case any condition of these Terms becomes unsuitable for you, in any way, due to the subsequent changes introduced by us, you agree that you will have to immediately cease to use the Platform in accordance with the terms under the Section marked “Term & Termination”.

(5) Upon changing or updating process, we may send you notices of changes and may request you to update your information. You agree to abide by such request otherwise we will have the right to freeze or cancel your Account.

(6) When using a portion of the offered services, you agree to conform to all guidelines related to these Terms of Service.

1.2

Your Account

1. (1)  To access and use the Services, you must register for a VANYOO account (“Account”). To

   complete your Account registration, you must provide us with your full legal name, address, phone number, a valid email address, and any other information indicated as required. VANYOO may reject your application for an Account, or cancel an existing Account, for any reason, at VANYOO’s sole discretion.

2. (2)  In order to use the VANYOO service and access any content, you certify and acknowledge the following:

   (a) You are above 18 years old;

   (b) You have legal authority to enter into binding agreements and not be barred from doing so under any legal system;

   (c) You will use this Website and/or mobile application in accordance with these Terms of Service;

   (d) You will inform third parties on behalf of which you made a transaction between two Users on the Platform whether it is through the purchase and sale of an Item or the lending and borrowing of an Item (each a “Deal”) about the present Terms of Service;

   (e) All registration information that you submit are true and complete;

   (f) You have no rights in, or to, VANYOO, including the Website and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, the Company name, the Company’s logos, the Company’s trademarks and all related names, logos, product and service names, designs, images and slogans of the Company (collectively, the “Vanyoo Intellectual Property”), except the right to use the Platform in accordance with the present Terms of Service;

   (g) VANYOO reserves the right to deny access to you or to prevent the completion of any Deal at any time and at our sole discretion; and

   (h) You will comply in all manner with User should abide by all general or specific rules, laws, and regulations applicable in any jurisdiction involved in the transaction between Users. User shall be liable for any violation of the above-mentioned rules.

3. (3)  You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password.

4. (4)  You shall be requested to register a password and engages to keep such password confidential and secure.

5. (5)  You accept to inform VANYOO of any unauthorized access or hacking of password as soon as you become aware of such use.

6. (6)  VANYOO is not liable for any damage arising out of the hacking and/or unauthorized use of your Account or the Platform.

7. (7)  You are responsible for your Account, the Materials you upload to the VANYOO Service and, if you are a seller or a lender, the operation of your VANYOO Store. If you violate VANYOO’s Terms of Service we may cancel your service access. If we need to reach you, we will communicate via the email address or other means of contact provided by you.

8. (8)  You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by V ANYOO.

9. (9)  You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside VANYOO’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

(10) You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means your trademarks, copyright content, any products, services or Items you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to VANYOO or its affiliates.

(11) You acknowledge that VANYOO will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary email address you provide to VANYOO and which will be capable of both sending and receiving messages. Your email communications with VANYOO can only be authenticated if they come from your primary email address.

2 Conditions Related to the User

2.1 Rule of Conduct for Users

As a condition of your access and use of the Platform, you agree that you may use the Platform only for lawful purposes and in accordance with these Terms of Service.

The following site content standards apply to any and all content, material and information a User submits, posts, publishes, displays or transmits to the Platform or to other Users (collectively, “User Submissions”) and any and all use of the Platform. Any and all Users must comply with all applicable federal, provincial, local, and international laws, regulations and these Terms of Service.

Without limiting the foregoing, you warrant and agree that your use of the Platform and any User Submissions shall be as follows:

(1) You may access the Website and/or install the mobile application, to view, use and display VANYOO on your mobile device for your personal use only or to promote and market your business.

2. (2)  You may use the Platform to register, view information provided by VANYOO and to access the Services.

3. (3)  You shall not in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our privacy policy found here (the “Privacy Policy”).

4. (4)  You shall not stalk, attempt to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations or code.

5. (5)  You shall not in any manner violate the terms of use of any third-party website that is linked to the Platform.

6. (6)  The Seller or The Lender may not post information that is copyrighted or patented, protected by trade secret or trademark, or owned by a third party unless having the proper permission of the owner of such information.

7. (7)  You shall not post information that is harmful, misleading, offensive, abusive, degrading, intimidating, hateful, racist, unlawful, threatening, harassing, blasphemous, defamatory, pornographic, pedophilic, invasive of another’s privacy or other rights, related to money laundering or illegal gambling or otherwise unlawful in any manner whatsoever.

8. (8)  You shall not collect personal data about other Users for commercial or unlawful purposes.

9. (9)  You shall not use the Platform in any manner that may damage, disable, overburden, or impair it, regardless of foreseeability.

(10) You shall not cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.

(11) You shall not promote any illegal activity, or advocate, promote, or assist any unlawful act.

(12) You shall not give the impression that any Item originate from or are endorsed by us or any other person or entity, if this is not the case.

(13) You shall not access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

(14) The person signing up for the Service by opening an Account will be the contracting party (“Store Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Service. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on your Account profile.

(15) If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2.2 Conditions related to the Ownership of the Item

(1) As a seller or a lender, you certify that you are the owner of the Item and you are the only person with the right to sell or rent the Item to other Users. You acknowledge that VANYOO shall not in any way be responsible of any problem or claim arising in this respect.

(2) As a seller or a lender, you guarantee that the Item is available for rent or for purchase at the moment of the Offer. You acknowledge that VANYOO shall not in any way be responsible of any problem or claim arising in this respect.

(3) If a customer wishes to rent an Item, the customer agrees to protect the Item and not attempt to sell, or hire or deal with it in any way other than what is agreed with the lender. You acknowledge that VANYOO shall not in any way be responsible of any problem or claim arising in this respect.

3 V ANYOO Rights

1. (1)  The Services have a range of features and functionalities. Not all Services or features will be available to all Users at all times and we are under no obligation to make any Services or features available. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.

2. (2)  VANYOO does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our policies or these Terms of Service.

3. (3)  Verbal or written abuse of any kind (including threats of abuse or retribution) of any VANYOO employee, member, or officer will result in immediate Account termination.

4. (4)  We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that VANYOO employees and contractors may also be a User of the Platform and that they may compete with you, although they may not use your confidential information in doing so.

5. (5)  In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.

6. (6)  VANYOO reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, VANYOO reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4 Your Responsibilities

(1) You acknowledge and agree that any contract of sale or lending made through the Services is directly between the Users. All Items on the Platform are posted by a seller or a lender without any review by us. The seller and the lender are responsible for the creation and operation of Items posted on the Platform, their Materials, the goods and services that they may sell or rent through the Services, and all aspects of the transactions between the seller or the lender and the Customer, including any costs associated with any of the foregoing. This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, or rental, refunds, returns, fulfilling any sales or rental or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of these Terms of Service. Each seller and lender represents and warrants that your Store, your Materials and the goods, services and Items you sell or rent through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, VANYOO will not be the seller or merchant or lender of record and will have no responsibility for your Store or items sold or rented to customers through the Services.

2. (2)  You are solely responsible for the goods or services that you may sell or rent through the Services (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.

3. (3)  You may not use VANYOO Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of British Colombia. You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store as a seller or a lender or that may be held by you) in your use of the Service and your performance of obligations under the Terms of Service.

4. (4)  You agree to use VANYOO Checkout for any sales or rentals associated with your online store. “VANYOO Checkout” means VANYOO’s checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the VANYOO Checkout API.

5 Payment Conditions

5.1 General Conditions

1. (1)  You will pay the fees applicable to your subscription (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using certain or all payment methods (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as those related to your method of payment, shipping, advertising services, or other third party services (collectively, the “Additional Fees”). The Subscription Fees, Transaction Fees and the Additional Fees are collectively referred to as the “Fees”.

2. (2)  You must, at all times, keep a valid payment method on file with us (each an “Authorized Payment Method”) to pay for all incurred and recurring Fees. VANYOO will, at its own discretion, charge applicable Fees to the Authorized Payment Method, and VANYOO will, at its own discretion, continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. You hereby authorize VANYOO to charge the Authorized Payment from time to time in accordance with this Section 5.1.

3. (3)  In some listings, the seller or seller may offer the customer the option to pay for an Item directly to the seller or the lender without using the VANYOO Checkout by utilizing cash payment on delivery. We do not manage the payment for such transaction and any Fees associated with such transaction shall be charged to your Authorized Payment Method.

4. (4)  Subscription Fees when applied by VANYOO are paid upon selection of subscription method. Transaction Fees and Additional Fees when applied by VANYOO will be charged from time to time at VANYOO’s discretion. You will be charged for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to you via the email address provided. You have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

5. (5)  If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or use our Services during any period of suspension. If the outstanding Fees remain unpaid, VANYOO reserves the right to terminate your Account and commence any legal action against you for the recovery of such outstanding Fees.

6. (6)  Payments by VANYOO to the seller or lender are made through one of the following options:

   • Transfer to bank account;

   • Paypal: You can request we transfer your revenues through your paypal account; or

   • Stripe.

7. (7)  All Fees paid by you are non-refundable. You hereby agree to pay all Fees charged by us from time to time.

8. (8)  You are responsible for providing accurate and current billing and payment information to us and to any User. You agree that we are allowed to verify if the Authorized Payment Method is valid from time to time, and charge your Authorized Payment Method for the amounts due for your use of our Services.

9. (9)  You agree that your personal data and billing information can be transmitted to our partners and other third-party service providers in order to process payment.

(10) You agree that we may terminate your Account and suspend or cancel your subscription at any time if any payment information you have provided is deemed to be inaccurate. In such case, you will be responsible for any and all fees and over charges that are incurred by us.

(11) Except for any acceptable payment methods on our Platform, we do not accept payments through other portals, Electronic Data Interchange or any other online procure-to-pay.

(12) You are responsible for all applicable taxes that arise from or as a result of your subscription to or purchase of VANYOO’s products and services. To the extent that VANYOO charges any taxes on these purchased products or services, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to VANYOO of your exemption. If you are not charged taxes by VANYOO, you are responsible for determining if taxes are payable, and if so, self-remitting taxes to the appropriate tax authorities in your jurisdiction.

(13) You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of any

sale on your VANYOO Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between the Users.

(14) You must maintain an accurate location in the profile of your VANYOO Store. If you change jurisdictions you must promptly update your location in your profile.

15. (15)  The prices of the Deals are set by the seller or the lender.

16. (16)  Invoices shall be issued and payments shall be made in USD or CAD.

17. (17)  You should not send payment information through email. VANYOO cannot guarantee the security of data contained in emails and is not liable for any losses caused as a result of unauthorized access to the information you provide by email.

(18) All Deals should take place through us and no payment should be made outside of VANYOO except as otherwise permitted under the Platform. In case one of the Users requests that you make a payment directly or through other platforms or channels, you should notify us in the shortest delay. Such infringement may lead to the retention of any retained amounts in your Account and to the deletion of your Account.

6 Limitations of Use

(1) You are not allowed to copy, transmit, distribute, reproduce, license, alter, reverse engineer, adapt or modify the whole or any part of the Platform in any way whatsoever.

(2) You are not allowed to make any unlawful use, for any unlawful purpose, or in any manner inconsistent with these Terms of Service, or hacking into or inserting malicious code, destruction of data, including viruses, or harmful data, into the Platform.

(3) You should not make use of the Platform in any way that could damage, disable, overburden, impair or compromise it.

7 Liabilities

7.1 Liability of the User

1. (1)  You are solely responsible for the accuracy and validity of the information you provide regarding an Item you listed such as the legitimacy of the identity proof, the condition of the Item, the authenticity of the Item’s pictures and any other description related to such Item.

2. (2)  You are solely responsible for conducting your own due diligence on the Item you are purchasing and VANYOO shall not be responsible for any claims associated with the Item not being accurately presented by the seller or the lender’s listing.

3. (3)  You cannot place or take Offers or rent Items or purchase Items under a false name and shall certify that all credit/debit card used by you in any of your transactions are legally obtained. Any fraudulent action or use of a credit/debit card without the consent of its holder will expose the perpetrator to criminal prosecution.

7.2 Liability of the Seller or Lender

(1) You are solely responsible for the content you post or transmit through VANYOO and for any damage it creates or any harmful consequence of posting, transmitting, linking or publishing this content.

(2) As a lender, you are responsible for keeping the availability calendar for each Item updated.

(3) You acknowledge and guarantee that the content you post do not infringe any copyright or intellectual property laws and that, as long as the content is on the Platform, you have all necessary licenses, authorizations, consents, and permissions to use such content on VANYOO including without limitation all patent, trademark, protected knowhow and trade secret.

(4) You acknowledge that by posting content on the Platform, you allow its publication and its use by VANYOO and you permit as well the access of other Users to this content.

(5) You grant VANYOO all exclusivity of using, displaying, duplicating, copying, reproducing any of your posted content.

(6) VANYOO does not endorse any content or statement, recommendation, or advice expressed by the seller or lender and may, at its sole discretion, remove without prior notice any content deemed as infringing any law or regulation.

(7) The safety, legality and quality of the Item is the full responsibility of the seller or the lender and VANYOO does not undertake any checking process.

7.3 Liability of the Lender

(1) As a lender of an Item, you agree to assume all liability arising out of the use of the Item by the customer unless you can prove that the customer misused it in a way that produced the damage, and in any such event, the lender may only seek compensation from the customer and will not seek any compensation whatsoever from VANYOO.

(2) As a lender of an Item, you should make your Items recognizable by labelling them and insuring the return in kind. VANYOO shall not be liable or responsible in any manner whatsoever for any damages suffered by the lender for the rental of its Items.

7.4 Liability of the Customer

(1) As a customer, you warrant that you have accepted these Terms of Service and that you have the capacity to conclude the transaction agreed with the seller or the lender.

(2) As a customer, you declare that you have the required amount specified in the transaction agreed with the seller or lender in addition to any security deposit, if required in such agreed transaction.

(3) In case of renting, upon accepting to rent an Item from the lender, you accept the Item as described in the Offer and agree to take responsibility for any damage that may occur to such Item.

(4) In case of renting and as the customer of borrowing such Item, you agree to bear full liability in case of loss or damage of the rental Item.

(5) In case of renting, the proprietorship of the Item rented is not transferred to the customer and remains with the lender. Therefore, the customer does not have the right to sub-lend the Item or give rights to any third party such as selling, assigning, pledging, mortgaging or in any way encumber the Item.

7.5 Disclaimer of Warranties

You understand and agree that your use of the Platform, its content, and any Services or items found or attained through the Platform is at your own risk. The Platform, its content, and any Services or items found or attained through the Platform are provided on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

Neither the Company nor its parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Platform or its contents. Without limiting the foregoing, neither the Company nor its parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Platform, its content, or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server that makes it available are free of viruses or other harmful components.

7.6 Limitation of Liability of VANYOO

Except where such exclusions are prohibited by law, under no circumstance will the Company nor its parent, subsidiaries, affiliates or their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort, breach of contract, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Platform, any linked websites or such other third-party websites, nor any Platform content, materials, posting, or information thereon. Without limiting the generality of the foregoing:

(1) VANYOO is not responsible for the accuracy, safety, or intellectual property rights of the content posted by the seller or the lender.

(2) You agree to assume all liability, to the maximum extent possible, for use of the Platform. 

(3) In no event shall VANYOO be liable for direct, indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data or data use, business interruption, or any commercial or hardware damages, or losses, however caused, incurred by User or any third party, whether in an action in contract or tort, including but not limited to arising from User access to, or use of, the VANYOO site or any content provided on or through the site, or arising out of any cyber-attack, malware, hacking, phishing, ransomware, or related to User’s use or inability to use the VANYOO application.

(4) VANYOO does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

(5) VANYOO is not responsible for any offensive, indecent, or objectionable, defamatory or libelous content.

(6) You hereby waive any claim you may have against VANYOO in relation to this Section 7.6.

(7) V ANYOO has no control over ads, files, images, photos, video, sounds, business listings/information or any other material made available through the Platform, but reserves the right to remove or deny at any time, any of the aforementioned at its own discretion.

(8) VANYOO uses all possible efforts and means to ensure the reliability of the content and Offers, however, VANYOO is not responsible for the accuracy of the information provided by the Users nor for the authenticity of the pictures, the validity, quality and description of the Items.

(9) You acknowledge that content may not be updated on a daily basis. VANYOO is not responsible for any damage resulting from the use of information of content available on the Platform.

(10) You acknowledge and agree that under no circumstances will VANYOO be liable in any way for the content on the Platform.

(11) You acknowledge and agree that VANYOO by permitting the display of the content in conformity with the present Terms of Service does not in any way infer an approval of such content by VANYOO. Moreover, VANYOO has the right, at any time and at its sole and absolute discretion, to reject, delete or move any content from the Platform.

(12) VANYOO will never be part of any contract concluded between the Users, thus VANYOO is not responsible for any infringement to said contracts committed by the Users of the Platform such as (but not limited to) non delivery, delay in delivery, non-return of Items, damages caused to Items, in any circumstances, loss of profits, goodwill, use of data or other intangible losses.

(13) VANYOO is not involved in any way in any interaction between Users and thus you agree and acknowledge that VANYOO will never be liable in any way for any conflict arising between Users. You will thus be responsible to take all necessary precautions in all kind of interactions with other Users.

(14) VANYOO is not responsible in any way, for any illegitimate action perpetrated by the User, including but not limited to the information related to the Item, the proof of identification or the authenticity of the uploaded Item’s pictures.

(15) VANYOO is not responsible for any taxes applicable to any Deals between the Users, and each User shall be responsible for any taxes payable associated with the use of this Platform in any applicable jurisdiction.

(16) You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the Privacy Policy); (b) or your violation of any law or the rights of a third party; or (c) any aspect of a Deal in which you are a party of, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws (including but not limited to federal and provincial consumer protection laws), or your breach of the Terms of Service.

(17) VANYOO may offer goods and services from other third parties on the Platform. We make no representations and warranties regarding, nor do we guarantee, the quality or accuracy of those goods and service made available by third parties on our Platform. Your purchase and/or use of any such goods and services will be at your own risk and any disputes arising from such purchase and/or use will be dealt with between you and such third party goods and services provider.

(18) VANYOO reserves to itself the right to deal with any third party it may choose and replace any partner it is already dealing with.

(19) You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.

8 Intellectual Property

1. (1)  You agree that you may not use any Vanyoo Intellectual Property.

2. (2)  All content in the Platform, including but not limited to all software, design, brand names, text, photographs, information, sound recordings, images and other material is protected by copyright, trademark and intellectual property laws. You may not do anything which interferes with or breaches the laws and regulations or the intellectual property rights in the Platform or any of its components.

3. (3)  Our tradename and all related trademarks and branding products such as domain name, logo, website domain name solely belong to us.

4. (4)  Other trademarks displayed on our Platform are the property of the party displaying them whether a partner of VANYOO or another User.

5. (5)  VANYOO is not liable for any breach of any third party’s intellectual property rights.

6. (6)  VANYOO does not grant rights or interests over the Vanyoo Intellectual Property or other intellectual property owned by its partners, nor does VANYOO license any of the foregoing. User hereby agrees not to use any Vanyoo Intellectual Property or any other intellectual property owned by a third party.

7. (7)  We do not claim ownership of the Materials you provide to VANYOO. You grant VANYOO a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of VANYOO and agree that this waiver may be invoked by anyone who obtains rights in the materials through VANYOO, including anyone to whom VANYOO may transfer or grant (including by way of license or sublicense) any rights in the Materials.

8. (8)  You agree that VANYOO can, at any time, review and delete any or all of the Materials submitted to the Services, although VANYOO is not obligated to do so.

9. (9)  You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include VANYOO or VANYOO Intellectual Property or that use or include any terms that may be confusing with the VANYOO Intellectual Property.

(10) You acknowledge and agree that the Terms of Service do not give you any right to implement VANYOO Intellectual Property.

9 Reviews and Feedback

1. (1)  Users may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. The reviews should not include racist or harassing terms or threat or intimidation. Users may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content.

2. (2)  The reviews are publicly displayed and may be removed or edited by us when we deem this necessary.

10 Communication

(1) User can communicate with us through the “Contact Us” Section. However, we cannot guarantee the response to your emails.

(2) Any personal information or content communicated to us shall be protected according to our Privacy Policy.

(3) Users can communicate between themselves through VANYOO’s live chat service. The privacy of these conversations cannot be guaranteed by VANYOO on behalf of Users who may disclose their content. However, VANYOO engages to respect the privacy of such communications in accordance with our Privacy Policy Terms.

(4) When you use any VANYOO’s communication services from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notices, or notices and messages on this site or through the other V ANYOO Services, such as our Live Chat, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

11 Shipping

1. Users have the option to choose between shipping options:
   1.1. Users may decide to ship the item independently; or
   1.2. User may decide to ship through VANYOO’s shipping provider

2. If you decide to ship through VANYOO’s shipping provider, you must comply with such provider’s terms of services as more particularly described on their website.

12 DMCA & Takedown Procedure

VANYOO supports the protection of intellectual property and asks the Users to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that a User is infringing their intellectual property rights, they can send a DMCA Notice to VANYOO’s customer support. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the User can reply with a counter notification if they object to the complaint. The original complainant has 14 business days after we

receive a counter notification to seek a court order restraining such User from engaging in the infringing activity, otherwise we restore the material.

13 Privacy

1. VANYOO is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that VANYOO’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.

2. You acknowledge that information about you, including information provided to us on signing up to VANYOO will be held by the Company. This information is collected by us for the purpose of operating the Platform. The company may use your personal information and may be required to disclose personal information by applicable law, under compulsion of law by a court or government agency.

3. VANYOO also uses cookies to help us recognize you, learn about your interests, improve your experience using the Website, increase security, measure the effectiveness of the Website, and identify popular sections. The cookies we use do not reveal any personal information about you. You can control cookies through your browser settings and other tools, although doing so may interfere with your use of the Website.

4. VANYOO may contain links to other websites, but is not responsible for the privacy practices of such other websites. For these websites, we strongly recommend that you read their privacy policies so you can understand the way in which your personal information will be processed by them. Our Privacy Policy applies solely to your personal data that we collect through your use of the Platform.

14 Term & Termination

1. (1)  The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you by contacting us through the “Contact Us” section.

2. (2)  Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

3. (3)  Upon termination of the Services by either party for any reason:

   1. VANYOO will cease providing you with the Services and you will no longer be able to access your Account;

   2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

   3. any outstanding balance owed to VANYOO for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

   4. your VANYOO Store will be taken offline.

4. (4)  If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

15 Dispute Resolution

1. (1)  If a problem or dispute arises out of or in connection with the present Terms of Service, VANYOO would like to have the opportunity to resolve them through the customer service. Please contact us at [email protected]. If our services are not able to resolve the issue within a maximum period of 120 days; you may refer the case to arbitration as set in the below.

2. (2)  All claims or disputes arising out of, or in connection with, the present Terms of Service including claims you may have against us, our subsidiaries, our partners, our employers and/or suppliers; any claims that arose before you accepted these Terms of Service, regardless of the version of Terms of Service, will be settled through binding arbitration.

3. (3)  Arbitration will be conducted by the International Chamber of Commerce under its rules, by one or more arbitrators appointed in accordance with the said rules and in application of laws of Canada.

4. (4)  To file an arbitration proceeding, User must send us a letter requesting arbitration and describing the claims to the following address: 1100 One Bentall Centre, 505 Burrard Street, Box 11, BC V7X 1M5, Vancouver, Canada.

   If VANYOO seeks relief through arbitration against you, we will give you notice at the email address or street address you have provided.

5. (5)  In case of dispute between Users concerning a Deal, we may, but in no way obligated to, mediate any such disputes and give non-binding instructions to the parties. In the meantime, the accounts of both Users may be blocked.

16 General Terms

1. (1)  The present Terms of Service and the Privacy Policy constitute the sole and entire agreement between you and us relating to the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

2. (2)  The failure of VANYOO to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

3. (3)  SaveforVANYOOanditsaffiliates,youoranyoneaccessingVANYOOServicespursuanttothese Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms of Service.

4. (4)  The Terms of Service will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to principles of conflicts of laws and notwithstanding your domicile, residence or physical location.

5. (5)  The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any dispute or claim arising out of or in connection with the Terms of Service.

6. (6)  All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. VANYOO will be permitted to assign these Terms of Service without

notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without VANYOO’s prior written consent, to be given or withheld in VANYOO’s sole discretion.

(7) On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections: “Account Terms”, “Liabilities”, “Intellectual Property” “Reviews and Feedback”, “Privacy”, “Term & Termination”, and “General Terms” will survive the termination or expiration of these Terms of Service.