By signing up for an Ollie Account (defined below) or by using any Ollie Services (defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”). If you do not agree to these Terms of Service, do not use any of our Services.
In these Terms of Service, “we”, “us” and “ Ollie” means Ollie Order Inc.
The services offered by Ollie under these Terms of Service include services to help sellers manage orders for the sale of products to buyers, and to help buyers manage orders for the purchase of products from sellers (“Ollie Order Services”), services to help sellers process payments from buyers for ordered products (“Ollie Payment Services”), and other online services that may be offered by Ollie from time to time (“Additional Ollie Services”). Any such services offered by Ollie are referred to in these Terms of Services as the “Services”.
You can review the current version of these Terms of Service at any time at https://ollieorder.com/terms-of-service. Ollie reserves the right to change these Terms of Service by posting changes to the Ollie website. You are advised to check these Terms of Service from time to time for any changes that may impact you. If you do not accept such changes, you must cease using the Services.
By using Ollie or any Ollie Services, you are agreeing to these Terms of Service.
- To access and use the Services, you must register for an Ollie account (“Account”). We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- If you are an individual, then you must be the older of: (a) 19 years, or (b) the age of majority in the jurisdiction where you reside and from which you use the Services.
- You confirm that you are receiving any Services provided by Ollie for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that Ollie 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.
- Subject to section 2(2), the person signing up for the Services by opening an Account will be the contracting party (“Customer”) for the purposes of these Terms of Service, and is the person who is authorized to use the Account in connection with the Services. In these Terms of Service, “you” and means the Customer, unless the context otherwise requires.
- If you are signing up for the Services on behalf of your employer, your employer will be the Customer. 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.
- You must ensure that all information associated with your Account is kept current, accurate and complete.
- When you open an Account, you must indicate whether you will be acting as a seller of products (a “Seller”), a buyer of products (a “Buyer”), or both.
- An Ollie Store can only be associated with one Customer, and that Customer must be a Seller. A Customer that is a Seller may have multiple Ollie Stores. “Store” means an online Ollie store associated with the Seller’s Account.
- You are responsible and liable for all acts, omissions and defaults arising from any use of your Account, regardless of whether the activities are undertaken by you, your personnel or an authorized or unauthorized third party. Except to the extent caused by our intentional breach of these Terms of Services, we are not responsible for any unauthorized access to or use of your Account. You will contact us immediately if you believe an unauthorized third party may be using your Account or if your Account password is lost or stolen.
- You can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Customer can set permissions and let other people work in the Account while determining the level of access by Staff Accounts to specific business information (for example, a Seller can limit Staff Account access to sales information on the reports page or prevent Staff Accounts from changing general store settings). The Customer is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Customer’s own acts, omissions or defaults.
- The Customer and the users under Staff Accounts are each referred to as an “Ollie User”.
- Technical support in respect of the Services is only provided to Ollie Users.
OLLIE ORDER SERVICES
- Ollie Order Services help Sellers manage orders for the sale of products to Buyers, and help Buyers manage orders for the purchase of products from Sellers. Ollie does not itself buy or sell any products. Ollie does not itself deliver products. Ollie does not take title to or control of any products. Ollie is not a party to any agreement that may be formed between a Seller and a Buyer (whether or not formed using the Ollie Order Services). Ollie is not responsible or liable for and does not guarantee any obligation of a Seller to a Buyer or any obligation of a Buyer to a Seller. Without limiting the generality of the foregoing, Ollie makes no guarantees regarding the availability, pricing, accuracy, quality or timely delivery of products that are ordered through the Ollie Order Services.
- Unless otherwise agreed between a Buyer and a Seller, all agreements for the purchase and sale of products between a Seller and a Buyer consist of (a) the terms specified in an order form generated by the Buyer or by the Seller using the Services and accepted by the other (the “Order Form”), and any other terms agreed to between the Seller and the Buyer in writing or otherwise applicable at law (“Additional Terms”). In the event of any inconsistency between a term of the Order Form and a term of the Additional Terms, the term in the Order Form will prevail, unless otherwise expressly provided in the Additional Terms. For greater certainty, Ollie is not a party to the Order Form or the Additional Terms, and Ollie is not responsible or liable for and does not guarantee any obligation of a Seller to a Buyer or any obligation of a Buyer to a Seller under the Order Form or the Additional Terms.
- ANY DISPUTES BETWEEN A BUYER AND A SELLER RELATING DIRECTLY OR INDIRECTLY TO ANY PURCHASE OR SALE OF PRODUCTS, OR ANY ATTEMPTED PURCHASE OR SALE OF PRODUCTS, MUST BE RESOLVED ENTIRELY BETWEEN THE BUYER AND THE SELLER, AND YOU HEREBY FULLY RELEASE US FROM ANY PRESENT OR FUTURE CLAIMS REGARDING ANY SUCH DISPUTES.
- If you are a Seller, then the provisions of this section 4 apply to you.
- It is your sole responsibility to ensure that you fulfill the terms of each order you accept or process through the Ollie Order Services.
- Orders that you accept or process through the Services are at your own risk. Ollie is not responsible or liable for any failure of a Buyer to complete the purchase and/or pay for the products on the terms set out in the order or any other agreement between you and the Buyer. Ollie has no responsibility or liability for any act or failure to act by a Buyer.
- In order to assist you to manage all of your orders, Ollie Order Services gives you the ability to create and maintain records about Buyers who have not yet registered for an Ollie Account. You represent and warrant that all information you provide about a Buyer is current, accurate and complete, and that you have all necessary authority from the Buyer to collect, use and disclose that information. If you provide credit card information for a Buyer, you confirm that you have the written authorization of the Buyer to use that credit card information for payment of orders for your products.
- Orders may be submitted to you by Buyers using the Ollie Order Services. In order to assist you to manage all of your orders, Ollie Order Services also give you the ability to create an order within Ollie Order Services on behalf of a Buyer. You agree that you will not create an order on behalf of a Buyer in Ollie Order Services unless the order completely and accurately reflects an order otherwise placed with you by the Buyer (such as, without limitation, by phone, text or email). You acknowledge that no order created by you is binding on a Buyer unless it completely and accurately reflects a binding order otherwise placed with you by the Buyer.
- Ollie Order Services gives you the ability to amend an order submitted by a Buyer or created by you. You agree that you will not amend an order without the prior approval of the Buyer to do so (such as, without limitation, by phone, text or email).
- Ollie Order Services gives Buyers the ability to use multiple credit card numbers as alternative payment methods. If you enter or amend an order, you will only use the specific credit card number that the Buyer has expressly authorized you to use for that order.
- It is your sole responsibility to determine the fees, taxes (including, but not limited to, any applicable liquor tax, LDB “mark-up”, federal duties, excise tax, provincial sales tax or products and services tax) and other charges (collectively, “Sales Taxes”) that you are obligated to collect and remit in respect of the sale of any products, to set out these Sales Taxes in the order, and to subsequently remit such Sales Taxes to the appropriate agency or authority.
- If you sell liquor, Ollie may prepopulate your Store with information from the B.C. Liquor Distribution Branch (“LDB”). Ollie takes no responsibility for the accuracy of that information. It is your responsibility to check the details of an order, including price, before accepting an order, or creating or amending an order using Ollie.
- You will use Ollie Order Services as your exclusive online provider of order processing services.
- If you are a Buyer, then the provisions of this section 5 apply to you.
- It is your sole responsibility to ensure that you fulfill the terms of each order you place or process through the Services.
- Orders that you place or process through the Services are at your own risk. Ollie is not responsible or liable for any failure of a Seller to complete the sale and/or deliver the products on the terms set out in any agreement between you and the Seller. Ollie has no responsibility or liability for any act or failure to act by a Seller.
- IF THERE ARE ANY UNAUTHORIZED CHARGES ON YOUR CREDIT CARD RELATING TO AN ORDER PLACED THROUGH THE SERVICES BY YOU OR BY A SELLER ON YOUR BEHALF, THEN (A) YOU WILL ADVISE US IMMEDIATELY AT [email protected] (AND IN ANY EVENT WITHIN 24 HOURS), AND (B) YOUR EXCLUSIVE REMEDY IS AGAINST THE SELLER AND YOU HAVE NO REMEDY AGAINST OLLIE.
- You acknowledge that information made available through the Services does not constitute an offer, and no order is binding on a Seller until accepted by the Seller in its sole discretion, and may be subject to variations in pricing or stock, depending on the Seller’s current availability.
- Orders may be submitted by you to Sellers using the Ollie Order Services. In order to assist Sellers to manage all of their orders, Ollie Order Services also gives Sellers the ability to create an order within Ollie Order Services. These Terms of Service provide that the Seller will not create an order in Ollie Order Services unless the order completely and accurately reflects an order otherwise placed by you with the Seller (such as, without limitation, by phone, text or email), but you acknowledge that Ollie does not confirm that the order completely and accurately reflects an order otherwise placed by you with the Seller. You agree that, if a Seller creates an order that does not completely and accurately reflects an order otherwise placed by you with the Seller, then (a) you will advise us immediately at [email protected] (and in any event within 24 hours), and (b) your exclusive remedy is against the Seller and you have no remedy against Ollie.
- Ollie Order Services gives a Seller the ability to amend an order submitted by you or created by the Seller. These Terms of Service provide that the Seller will not amend an order without your prior approval (such as, without limitation, by phone, text or email), but you acknowledge that Ollie does not confirm that the Seller has your approval. You agree that, if a Seller amends an order without your approval, then (a) you will advise us immediately at [email protected] (and in any event within 24 hours), and (b) your exclusive remedy is against the Seller and you have no remedy against Ollie.
LIQUOR SALES AND PURCHASES
- If the products that you are selling or buying include liquor, then you must have one or more valid liquor licenses (each, a “License”) issued by the B.C. Liquor and Cannabis Regulation Branch (“LCRB”). You may only use one Account for each License, but you may have more than one License in the same Account.
- If any of your Licenses is at any time revoked, suspended or otherwise cancelled by the LCRB, you will notify us immediately at [email protected] of such revocation, suspension or cancellation and access to your Account and your ability to use the Services may be suspended or terminated, at our sole discretion.
- All purchases and sales of liquor are subject to (a) all applicable laws, (b) all applicable rules and regulations of the LCRB and the LDB in effect at the time of the purchase and sale, and (c) all applicable terms of any agreement between the Seller and the LDB and/or between the Buyer and the LDB.
- All deliveries of liquor must be made to the address of the licensed establishment of the Buyer.
OLLIE PAYMENT SERVICES
- If you are a Seller and if you are using Ollie Payment Services, then the provisions of this section 7 apply to you.
- We do not make any representation, warranty or guarantee about the time it will take for you to receive payment for any transaction.
- As part of the Account opening process, you opened a separate account with Stripe (“your Stripe Account”) and you agreed to the Stripe Connected Account Agreement and related obligations, as amended by Stripe from time to time (collectively “your Stripe Agreements”). You represent and warrant that all information you have provided or will provide to Stripe is accurate and complete. You hereby agree with us, and with Stripe, that you will perform all of your obligations under your Stripe Agreements. You agree not to use the Stripe Services in any manner that is fraudulent, unlawful, deceptive or abusive.
- You understand and agree that you are responsible and liable to Stripe for all activity on your Stripe Account, whether initiated by you or not (including all transactions, disputes, refunds, reversals, claims, fines associated with such activity, and use of the Services in a manner prohibited under these Terms of Service or your Stripe Agreements).
- YOU WILL INDEMNIFY AND HOLD OLLIE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS HARMLESS WITH RESPECT TO ANY SUITS OR CLAIMS BY STRIPE OR ANY THIRD PARTY (AND ANY RELATED COSTS, INCLUDING LEGAL FEES) ARISING DIRECTLY OR INDIRECTLY OUT OF ANY ACTIVITY ON YOUR STRIPE ACCOUNT, WHETHER INITIATED BY YOU OR NOT (INCLUDING ALL TRANSACTIONS, DISPUTES, REFUNDS, REVERSALS, CLAIMS, FINES ASSOCIATED WITH SUCH ACTIVITY, AND USE OF THE SERVICES IN A MANNER PROHIBITED UNDER THESE TERMS OF SERVICE OR YOUR STRIPE AGREEMENTS), AND WITHOUT LIMITATION INCLUDING (A) ANY FAILURE BY YOU TO PAY ANY AMOUNT OWNING BY YOU TO STRIPE IN ANY WAY RELATED TO YOUR STRIPE ACCOUNT, OR (B) ANY CLAIM MADE AGAINST US BY STRIPE AS A RESULT OF ANY INACCURATE OR INCOMPLETE INFORMATION PROVIDED BY YOU TO STRIPE (OR PROVIDED BY YOU TO US, AND WHICH WE PROVIDED TO STRIPE). If we make any payment to Stripe in relation to any such claim, then, without limiting any other remedies available to us, you authorize us to use any Authorized Payment Method (defined below) to collect that amount from you.
- From time to time, Ollie may change the service provider it uses to support the Ollie Payment Services, or Ollie may offer the option of using other service providers to support the Ollie Payment Services, or Ollie may elect to itself perform some or all of the services that were previously provided by the service provider. If Ollie does so, then, in order to continue to use the Ollie Payment Services, you may be required to agree to additional terms imposed by Ollie. If you do not wish to accept those terms, then you must cease using the Services.
- You may not use the Ollie 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 Columbia. You will comply with all applicable laws, rules and regulations in your use of the Services, your performance of obligations under these Terms of Service, and your purchase or sale of any products. You represent, warrant and agree that you have and will have all licenses and permits from all applicable government authorities that are necessary or appropriate for your purchase or sale of products using the Ollie Order Services, and that you will keep all such licenses in good standing at all times.
- You agree to comply with all of Ollie’s policies, operating rules and procedures in effect now or that may be in effect in the future, and acknowledge that such policies, operating rules and procedures are each incorporated by reference into these Terms of Service and may be updated by Ollie from time to time without notice to you.
- You will not (a) make any of the Services available to, or use any Services for the benefit of, anyone other than Customer, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, (c) use any of the Services in breach of the Acceptable Use Policy (AUP), (d) interfere with or disrupt the integrity or performance of any of the Services or any third-party data, (e) attempt to gain unauthorized access to any of the Services or their related systems or networks, (f) copy any of the Services or any part, feature, function or user interface of any of the Services, (g) frame or mirror any part of any of the Services, other than framing on Customer’s own intranets or otherwise for its own internal business purposes, (h) access or use any of the Services in order to build a competitive product or service or to benchmark with a third party product or service, or (i) reverse engineer any of the Services or any software used to provide any of the Services (to the extent such restriction is permitted by applicable laws).
- You will not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Ollie or Ollie trademarks and/or variations and misspellings thereof.
- We endeavor to use reasonable security measures to protect against unauthorized access to your Account. We cannot, however, guarantee absolute security of your Account, your Customer Content, or any information we collect, and we cannot promise that our security measures will prevent third party “hackers” from illegally accessing your Account, your Customer Content, or any information we collect. You agree to immediately notify us at [email protected] of any unauthorized use of your Account or any other breach of security. You agree that you accept all risks of unauthorized access to your Account, your Customer Content, or any information we collect and any other information you provide to Ollie or others though the Services.
- You are responsible for keeping your password secure. Ollie cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We recommend that you use a strong and unique password, that you protect that password, and that you change your password at regular intervals.
- We reserve the right to modify or terminate the Services for any reason, with or without notice, at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Customer Content and suspend or terminate Accounts if we determine in our sole discretion that the products or services offered via a Store, or the Customer Content uploaded or posted to a Store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Ollie customer, Ollie employee, member, or officer will result in immediate Account termination.
- Ollie does not pre-screen Customer Content and we may in our sole discretion refuse or remove any Customer Content from the Services, including your Store.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.
- 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, your status as an employee of an entity, etc. Ollie retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Customer. If we are unable to reasonably determine the rightful Customer, without prejudice to our other rights and remedies, Ollie reserves the right to temporarily suspend an Account until resolution has been determined between the disputing parties.
- “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Ollie’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public, including information related to our security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this section 11. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (i) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
Limitation of Liability
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, OLLIE AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, EXPECTED SAVINGS, USE, DATA OR OTHER INTANGIBLE LOSSES, WHETHER AN ACTION IS IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF OLLIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF YOUR REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
- YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. OLLIE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND OLLIE SPECIFICALLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY STATUTORY OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. OLLIE DOES NOT WARRANT THAT (A) THE SERVICES WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR DELAY, OR THAT ERRORS CAN OR WILL BE CORRECTED, (B) THAT PAYMENTS FOR PRODUCTS WILL BE RECEIVED WITHIN ANY PARTICULAR PERIOD OF TIME OR AT ALL, (C) THAT THE SERVICES WILL MEET ALL OF YOUR EXPECTATIONS OR YOUR REQUIREMENTS, (D) THAT THE SERVICES WILL BE SECURE OR FREE FROM HACKING OR VIRUSES, (E) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (F) THAT THE SERVICES WILL SATISFY YOUR REGULATORY REQUIREMENTS.
- YOU WILL INDEMNIFY AND HOLD OLLIE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS AND LICENSORS HARMLESS WITH RESPECT TO ANY THIRD PARTY SUITS OR CLAIMS [AND ANY RELATED COSTS, INCLUDING LEGAL FEES) ARISING DIRECTLY OR INDIRECTLY OUT OF (A) YOUR BREACH OF THESE TERMS OF SERVICE OR THE DOCUMENTS IT INCORPORATES BY REFERENCE (INCLUDING THE AUP), (B) ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY THIRD PARTY, (C) IF YOU ARE A SELLER, ANY CLAIM AGAINST US BY ANY BUYER RELATED DIRECTLY OR INDIRECTLY TO A SALE OR PROPOSED SALE BY YOU, INCLUDING ANY FAILURE TO COMPLETE ANY SALE, (D) IF YOU ARE A BUYER, ANY CLAIM AGAINST US BY ANY SELLER RELATED DIRECTLY OR INDIRECTLY TO A PURCHASE OR PROPOSED PURCHASE BY YOU, INCLUDING ANY FAILURE TO COMPLETE ANY PURCHASE, (E) YOUR VIOLATION OF ANY LAW, OR (F) YOUR USE OR MISUSE OF THE ACCOUNT OR THE SERVICE.]
Intellectual Property and Customer Content
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account or your Store (“Customer Content”). Ollie does not have any liability or responsibility for any Customer Content posted by you or on your behalf or by any other person, or for the truth or accuracy of any representation made in any Customer Content posted by you or on your behalf or by any other person.
- We do not claim any intellectual property rights over the Customer Content you provide to the Ollie Service. All Customer Content you upload remains yours. You can remove any Ollie Store at any time by deleting your Account.
- By uploading Customer Content, you agree: (a) to allow other internet users to view the Customer Content you post publicly to your Store; (b) to allow Ollie to store, and in the case of Customer Content you post publicly, display and use your Customer Content; and (c) that Ollie can, at any time, review and delete all the Customer Content submitted to its Service, although Ollie is not obligated to do so.
- You are solely responsible for the compliance of the Customer Content with any applicable laws or regulations.
- Ollie will have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Store to promote the Service.
- You grant us, our affiliates and our service providers a worldwide, limited-term license to host, copy, transmit and display your data and your Customer Content as necessary for Ollie to provide the Services. You also grant us, our affiliates and our service providers a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) license to collect your data and other information relating to the provision, use and performance of the Services, in aggregate or other de-identified or anonymized forms, and to analyze and use such aggregated, de-identified or anonymized data and other information to improve and enhance the Services and for other Ollie offerings and other Ollie business purposes.
- As between you and us, we own and reserve all right, title and interest in and to the Services. You may not use the names, trademarks, logos and graphics files that represent the Services without our written permission. The Services contains copyrighted material, trade secrets and other proprietary material.
- Sellers pay fees. Buyers do not pay fees.
- Ollie’s standard fees for the Ollie Order Services, for the Ollie Payment Services, and for any Additional Ollie Services are available at https://ollieorder.com/pricing-table (the “Ollie Fees Page”). Ollie reserves the right to update and change its standard fees by posting changes to the Ollie Fees Page. You are advised to check these standard fees from time to time for any updates or changes that may impact you. If you do not accept such changes, you must cease using the Services.
- If you are a Seller, then, for your use of the Services, you will pay Ollie the standard fees unless otherwise agreed in a separate Enterprise Fees Schedule or similar document (the “Enterprise Fees Schedule”) agreed to between us. If you and we have agreed to an Enterprise Fees Schedule, then, for your use of the Services, you will pay Ollie the fees specified in the Enterprise Fees Schedule, and we may change our fees on not less than 30 days’ prior notice to you (unless otherwise expressly agreed in the Enterprise Fees Schedule). If you do not accept such changes, you must cease using the Services.
- Whether or not specified on the Ollie Fees Page or in an Enterprise Fee Schedule, (1) for all chargebacks, we will charge our then current chargeback fee, (2) for all other disputes between a Seller and a Buyer, we will charge our then current dispute fee, and (3) we reserve the right to impose a surcharge for the use of credit cards that are issued by American Express or by financial institutions that are not located in Canada.
- Unless otherwise specified, Ollie fees may include fees applicable to your subscription to the Service (“Subscription Fees”), fees relating to the value of sales made through your Store (“Transaction Fees”), fees related to your use of Ollie Payment Services (“Payment Services Fees”), and fees relating to your purchase or use of any Additional Ollie Services (“Additional Fees”). Together, the Subscription Fees, the Transaction Fees, the Payment Services Fees, and the Additional Fees are referred to as the “Fees”.
- Subscription Fees are payable monthly, in advance. Transaction Fees and Payment Services Fees are payable when the applicable Order is processed by Seller within the Services.
- You must keep a valid payment method on file with us to pay for all Fees, and the payment method must be acceptable to us in our sole discretion. Ollie will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Ollie will 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. If you use Ollie Payment Services, then we are authorized to use the Ollie Payment Services as an Authorized Payment Method (unless we otherwise agree in writing).
- If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, 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 your Store during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Ollie reserves the right to terminate your Account.
- All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, products and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Ollie’s products and services. To the extent that Ollie charges these Taxes, 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 Ollie of your exemption. If you are not charged Taxes by Ollie, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to Ollie under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Ollie to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Ollie will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- You must maintain an accurate location in the administration menu of your Ollie Store. If you change jurisdictions you must promptly update your location in the administration menu.
- Ollie does not provide refunds.
- Unless otherwise indicated, all Fees and other charges are in Canadian dollars, and all payments shall be in Canadian currency.
- You may terminate your Account and these Terms of Service at any time by contacting Ollie Support and then following the specific instructions indicated to you in Ollie’s response.
- We may terminate your Account and these Terms of Service for any reason or no reason, in our sole discretion, on 60 days prior written notice to you.
- We may terminate your Account and these Terms of Service or suspend your right to access your Account or use any portion of the Services immediately with or without notice to you if we, in our sole discretion, determine that:
your use of or registration for the Services
- poses a security risk to the Services or any third party,
- may adversely impact the Services or the systems or the content of any other Ollie customer,
- may subject us or any third party to liability, or
- may be fraudulent;
- you are in breach of these Terms of Service, including the AUP;
- you have a history of creating or processing orders that do not comply with the terms of these Terms of Service;
- your License has been suspended or revoked; or
- you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Upon termination of the Services by either party for any reason, and on any suspension of the Services by us for any reason:
- Ollie will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in these Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Ollie for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Store will be taken offline.
- We reserve the right to modify or terminate the Services, these Terms of Service and/or your Account for any reason, without notice at any time. Termination of these Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
- Sections 1, 2(6), 3, 4(2), (3) and (8), 5(2) and (3), 7, 9, 11 to 14, 15(4) and (6), 19, 20(2), 22 and 23 will survive the termination or expiration of these Terms of Service.
Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions. In addition, Ollie is entitled to suspend access to any portion or all of the Services at any time (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any service or product, (b) in the event of a denial of service attack or other attack on the Services or other event that we determine, in our sole discretion, may create a risk to the applicable service or product, to you or to any of our other customers if the Services were not suspended; or (c) if we determine that any service or product is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons.
From time to time, Ollie may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all customers (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Ollie will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Ollie Confidential Information and subject to the confidentiality provisions in these Terms of Service. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Ollie’s prior written consent. Ollie makes no representations or warranties that the Beta Services will function. Ollie may discontinue the Beta Services at any time in its sole discretion. Ollie will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. Ollie may change or not release a final or commercial version of a Beta Service in our sole discretion.
THIRD PARTY SERVICES
The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 content, goods or services available on or through any such website or resource.
Feedback and Reviews
Ollie welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services (collectively, “Feedback”) to Ollie be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Ollie (whether submitted directly to Ollie or posted on any Ollie hosted forum or page), you waive any and all rights in the Feedback and that agree that Ollie is free to implement and use the Feedback if desired, as provided by you or as modified by Ollie, without obtaining permission or license from you or from any third party. Any reviews of Services that you submit to Ollie must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Ollie reserves the right (but not the obligation) to remove or edit Feedback of the Services, but does not regularly inspect posted Feedback.
- If Ollie provides any software to Customer to support Customer’s use of the Services, then Ollie grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free license to copy, use and run (as applicable) the software, solely for Customer’s internal business purposes associated with its use of the Services. You must stop using the software if you or we terminate your Account and these Terms of Service or if we suspend your right to access your Account or use any portion of the Services. Customer must uninstall and delete the software when Customer’s right to use it ends.
- YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. OLLIE DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND OLLIE SPECIFICALLY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY STATUTORY OR IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IF PROVIDED, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. OLLIE DOES NOT WARRANT THAT (A) THE SOFTWARE WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION OR DELAY, OR THAT ERRORS CAN OR WILL BE CORRECTED, (B) THAT THE SOFTWARE WILL MEET ALL OF YOUR EXPECTATIONS OR YOUR REQUIREMENTS, (D) THAT THE SOFTWARE WILL BE SECURE OR FREE FROM HACKING OR VIRUSES, (D) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, OR (E) THAT THE SOFTWARE WILL SATISFY YOUR REGULATORY REQUIREMENTS.
TAKEDOWN NoticeS and ProcedureS
Ollie supports and respects the intellectual property rights of others and is committed to helping third parties protect their rights. If we reasonably believe that any of your Customer Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of these Terms of Service, including the AUP (the “Prohibited Customer Content”), we will notify you of the Prohibited Customer Content (our “Notice”) and may request that such content be removed from your Account or access to it be disabled. If you do not remove or disable access to the Prohibited Customer Content within two business days of our Notice, we may remove or disable access to the Prohibited Customer Content or suspend access to your Account, and/or your use of the Services to the extent that we are not able to remove or disable access to the Prohibited Customer Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Customer Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the Copyright Act (Canada) or the Digital Millennium Copyright Act (U.S.), or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove Customer Content without prior notice, we will provide prompt notice to you unless prohibited by law.
- The failure of Ollie to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.
- These Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Ollie and govern your use of the Services and your Account, superseding any prior agreements between you and Ollie (including, but not limited to, any prior versions of these Terms of Service).
- These Terms of Service will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. 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 these Terms of Service.
- You acknowledge and agree that Ollie may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Ollie’s website, available at https://ollieorder.com/terms-of-service and such amendments to these Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Ollie’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to these Terms of Service, do not continue to use the Service.
- All the terms and provisions of these Terms of Service will be binding upon and enure to the benefit of the parties to these Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Ollie 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 these Terms of Service, or any of your rights or obligations hereunder, to any third party without Ollie’s prior written consent, which may be given or withheld in Ollie’s sole discretion.
- If any provision, or any portion of a provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of these Terms of Service, and these Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within these Terms of Service.
- Ollie will not be liable for any delay or failure to perform any obligation under these Terms of Service where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, denial of service attacks, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.
- The term “including” and similar terms will mean “including without limitation”.
- These Terms of Service do not create any third party beneficiary rights in any individual or entity that is not a party to these Terms of Service.
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Ollie Order Inc.
2015 Main St #2
British Columbia V5T 3C2