Merchant Agreement

This Merchant Agree\ment is a legal agreement between you on your own behalf, or on behalf of a company (“you”, “your”, “Company”) and The LNK Corporation and any of its subsidiaries or affiliates (“THE LNK”, “we”, “our”, “us”), regarding your use of shopthelnk.com (“Application”, collectively, the “Agreement”).  

Please read the terms of this Agreement.  If you are not willing to be bound by all the terms of this Agreement, please cancel your registration, and do not proceed to use the Application.

  1. Definitions
  1. “Add-on Services” means additional service plans, such as enhanced marketing for Merchandise, integration with third party advertisers, service providers or Third Party Applications that are offered periodically.
  2.  “Account Settings” means that protected part of the Application where Merchant information is stored.
  3. “Application” means the functionality made available to Merchants at shopthelnk.com.
  4. “Customer” means an individual or entity that accesses the Application to perform a Transaction.
  5. “Data” means the images, content or other information that is obtained from, or provided by, the Company to THE LNK.
  6.  “Delivery Requirement” has the meaning set out in section 4.3.
  7. “Merchandise” means clothing, jewellery, accessories, and other products made available for sale through the Application.
  8. “Merchant” means organizations that list and sell their products through the Application.
  9. “Payout Fee” means the percent specified in your Account Settings of the Price paid to THE LNK for a Transaction, excluding shipping, duties and taxes.  
  10. “Personal Information” has the meaning set out in our Privacy Policy.
  11. “Price” means the amount set by a Company for its Merchandise.
  12. “Service Fees” means the fees chargeable for Add-on Services.
  13. “Third Party Applications” means functionality within THE LNK provided by our partners and vendors, such as Shopify, Wix, etc.
  14. “Transaction” means a sale of Merchandise through the Application.
  15. “Subscription Fee” means the monthly fee, if any, specified in your Account Settings for your use of the Application.
  16. “Wallet” means funds deposited by a Merchant to its account in the Application.
  1. Licence Grant, Restrictions & Ownership
  1. The Company gains access to the Application by registering and creating a login.  In creating a login, you certify: (i) you are at least 18 years old, or if less than 18 years old, obtain consent of your board or an authorized officer; and (ii) you are authorized, or have received authorization, to agree to this Agreement on behalf of the Company.
  2. The registration process requires you enter information about your Company, including its full legal name, mailing address, tax identification number (if applicable), bank name, bank address, export licence number (if applicable), account number and SWIFT/BIC code, an e-mail address, and phone number, which is stored in Account Settings.  
  3. Once THE LNK approves you as a Merchant, you will have the ability to upload Data to the Application directly or to import through Third Party Applications.  If you upload Data directly, the Data will not automatically sync with associated Third Party Applications.
  4. The Company shall own all right, title and interest to the Data, and grants THE LNK a non-exclusive, perpetual, irrevocable, sub-licensable and fully transferable licence to: (i) use the Data to market your Company and Merchandise; (ii) enhance the Application; (iii) target consumers; (iv) collate the Data, without identifying a Merchant, to licence, sell or otherwise distribute to third parties.
  5. THE LNK grants you a limited, non-transferable, non-exclusive, revocable, licence to access and use the Application.  However, either you or THE LNK may terminate this Agreement on 30 days’ notice for any reason (“Terminate for Convenience”).  Notwithstanding the foregoing, if your Company receives unfavourable ratings from Customers, complaints, or fails to meet the Delivery Requirement, THE LNK reserves the right to terminate this Agreement immediately, without notice.  
  6. THE LNK’s success lies in providing a high quality reliable consumer experience.  Accordingly, THE LNK further reserves the right to immediately terminate your access to the Application and/or this Agreement if THE LNK, acting reasonably, determines your performance, quality, service or behaviour are unacceptable.
  7. Some of the functionality and services are provided through Third Party Applications, including payment processing.  You acknowledge and agree that THE LNK has no control over the Third Party Applications and the Company is bound by the terms applicable to those Third Party Applications.
  8. You may use the Application only as permitted by this Agreement.  You agree not to reverse compile, disassemble, alter, add to, delete from, or modify the Application.  You may not assign, sublicense, encumber, rent, lease, loan, resell, distribute or attempt to transfer the Application or provide access to others, except as permitted by this Agreement or a signed agreement with THE LNK.  You may not, directly or indirectly, use the Application, or any of its elements, to create derivative works or other works that are similar, nor shall you remove any copyright or other proprietary notices from the Application or any portion thereof, including reports or analysis.
  1. Pricing, Fees, Functionality
  1. The Company acknowledges it is responsible for establishing the Price for Merchandise that is the same or less than pricing for its Merchandise available on any other site, including the Company’s own website.  The Company further acknowledges that THE LNK will display the Price in the Application in the currency designated by the Company.  Whilst THE LNK endeavours to keep the Application current and operational, THE LNK does not warrant the accuracy or completeness of the Application.  
  2. In processing Transactions THE LNK will become the ‘merchant of record’, collect its Payout Fee and remit the balance of the Price to the Company based on the details set out in its Account Settings.  If a Customer returns Merchandise, THE LNK will be responsible for processing the return to the Merchant, and the Payout Fee will not be credited or refunded for the returned Merchandise.
  3. The Company shall pay the Subscription Fee monthly in advance.
  4. Credits loaded to your Wallet can be used to purchase Add-on Services.  Credits in the Wallet may be used for up to 12 months from purchase.  Credits will be refunded to the Company if either THE LNK or the Company exercises its right to Terminate for Convenience.  If this Agreement is terminated by THE LNK for any other reason, the balance remaining in the Wallet will be forfeited, and the Company waives all rights thereto.
  5. Some functionality in THE LNK is generated by Third Party Applications.  THE LNK does not, and cannot, guarantee that the information provided by Third Party Applications is absolutely accurate, up-to-date, error-free or comprehensive in breadth or depth. The Company acknowledges that changes in the Application will not update changes to Third Party Applications.
  6. Transactions are processed by THE LNK through a Third Party Application provider.  You are responsible for reviewing and complying with the terms of use if THE LNK directs you to use or engage with its Third Party Application Provider.
  7. THE LNK may change or update the Application without notice, provided that THE LNK will notify you in advance if the Applications’ functionality undergoes material changes.
  8. Maintenance events are generally performed outside normal business hours, but emergency fixes may result in the Application being unavailable during normal business hours.
  9. If you encounter difficulty accessing or using the Application, please send an e-mail to help@shopthelnk.com.
  1. Company’s Obligations & Actions
  1. The Company’s login details provide you the ability to link to Third Party Applications, upload Data, establish the Price and facilitate Transactions.  To ensure the integrity of the Application, the Company acknowledges and agrees it shall treat its login credentials with the highest degree of security to ensure its Merchandise is not misrepresented or Price changed without its action and knowledge, and to ensure THE LNK’s reputation is not harmed or disparaged.
  2. The Company warrants to THE LNK that it shall accurately report and remit its revenues and taxes as required by applicable law.
  3. The Company shall, within 3 days of an order being placed, fulfill orders and ship the Merchandise DDP (“Delivery Requirement”) to THE LNK’s distribution centres or as otherwise directed through the Application.  Once received by THE LNK, the Merchandise will be held as inventory unless returned by a Customer due to a defect.  Failure to ship within 4 days of an order being placed will result in a 5% increase of the Payout Fee (to a maximum of 30%) for each day the Delivery Requirement is not met.
  4. To ensure the protection of other Merchants and Customers, you agree to use the Application in compliance with applicable law and this Agreement.  In your use of this Application, you specifically acknowledge and agree that you are strictly prohibited from taking the any of the actions listed below (collectively, “Prohibited Actions”):
  1. loading, transmitting, distributing, or storing material or information in violation of any applicable law or regulation;
  2. loading, transmitting, distributing, or storing material or information protected by copyright, trade-mark, trade secret or other intellectual property right used without proper authorization, including images of people and moral rights;
  3. loading, transmitting, distributing, or storing material or information that is obscene, defamatory, constitutes an illegal threat, or violates export control laws;
  4. monitoring data or traffic on any network or system without express prior written authorization from THE LNK;
  5. interfering with service to any user, host or network including, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks;
  6. forging any TCP-IP packet header or any part of the header information in an e-mail;
  7. sending unsolicited mail or e-mail messages;
  8. distributing spam, chain mail, or pyramid schemes;
  9. solicit or provide unlawful services;
  10. taking any action that imposes, or may impose (in THE LNK’s sole discretion) an unreasonable load on THE LNK’s infrastructure;
  11. scraping, crawling or spidering or otherwise use the Application for phishing, spamming, trolling or any unauthorized purpose;
  12. accessing or using data, systems or networks to attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express prior written authorization from THE LNK;
  13. facilitating any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any user's information or THE LNK’s infrastructure;
  14. taking any action that may violate international trade sanctions law; or
  15. taking any action that may cause us to lose any of the services from its internet service providers or other suppliers.
  1. If we discover you have committed, or are committing, a Prohibited Action or breach the warranties set out in this Agreement, THE LNK may suspend or terminate your access to the Application, pursue legal action to stop or minimize the impact of your Prohibited Action, and, to the extent permitted by law, you waive all of your defences against any action by THE LNK to stop or limit any Prohibited Action.
  1. Warranties
  1. We warrant to you that:
  1. we will comply with applicable laws in providing you access to the Application;
  2. we will remit taxes for Merchandise sold by us; and
  3. we have adequate systems and procedures to ensure all Personal Information is kept confidential, and protected against unlawful intrusion by unauthorized third parties.
  1. You warrant to us that:
  1. you will comply with applicable laws and have the right to sell the Merchandise;
  2. your organization or company is in good standing in the jurisdiction in which it operates;
  3. the Merchandise will be free from defects in design, workmanship, or materials;
  4. the Merchandise will be transferred to THE LNK with good and marketable title, free and clear of all items, charges, security interests and encumbrances;
  5. to the best of its knowledge and information, not be produced using forced labour or child labour, and not be produced in any of Afghanistan, Angola, Iran, Iraq, North Korea, Myanmar (Burma) or Turkmenistan;
  6. not misrepresent the true origin of where the Merchandise was produced.
  7. the Data does not violate any third party’s intellectual property rights; and
  8. have adequate systems and procedures to ensure all Personal Information is kept confidential, and protected against unlawful intrusion by unauthorized third parties.
  1. Except as set forth in this Agreement, THE LNK makes no warranties, conditions, or guarantees, express or implied, oral or written, with respect to the Application.  THE LNK does not warrant that the Application is error-free.  THE LNK makes no warranties or conditions of merchantability, fitness for a particular purpose, or arising from a course of performance, dealing, or usage of trade.  
  1. Indemnity
  1. THE LNK shall indemnify, defend and hold you harmless from any direct costs, expenses, damages, judgments or settlements incurred because of an action or claim by third parties alleging that your use of the Application is an infringement of the intellectual property rights of a third party in Canada, provided that you: (a) promptly notify us in writing of any claim; (b) allow us to control the defence or settlement of the claim; and (c) take no action that, in our reasonable judgment, impairs our defence of the claim.  The foregoing does not apply to Third Party Applications.
  2. Our liability to you for damages, costs, losses or expenses under this Indemnification section shall not exceed the Payout Fees in the preceding 12 months or $10,000, whichever is less.
  3. If an infringement claim arises regarding the Application, we may: (a) substitute an equivalent non-infringing Application; (b) modify the Application so that it no longer infringes, provided there is no material loss of functionality; or (c) if neither (a) nor (b) is reasonably feasible, cancel this Agreement and refund the unearned and paid Service Fees through the date of termination.
  4. This section states our entire liability and obligation regarding infringement claims.
  5. The Company will indemnify and save harmless THE LNK against any and all actions, claims, liabilities, damages, costs, settlements, and expenses (including reasonable legal fees) which may arise from:
  1. any breach or default in any of the Company’s representations and warranties or in the performance of any of the Company’s obligations;
  2. any infringement of a third party’s intellectual property rights;
  3. any Merchandise not in compliance with all laws; and
  4. the Company’s breach of this Agreement.
  1. Limitation Of Liability
  1. THE LNK, its officers, directors and employees shall not be liable for any special, indirect, punitive, incidental or consequential damages, including loss of revenues and loss of profits, arising out of this Agreement, even if advised of the possibility of such damages.  
  1. General Terms
  1. You shall not assign or otherwise transfer this Agreement, in whole or in part, except with our prior written consent.  Neither you nor we are an agent, employee, partner, joint venturer or legal representative of the other. Neither you nor we shall have any obligation, expressed or implied, except as expressly set forth in this Agreement.
  2. As the Application is hosted in Ontario, Canada, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to principles of conflicts of laws.  You also agree and submit voluntarily to the exclusive jurisdiction and venue of the courts sitting in Mississauga, Ontario.  Any use or disclosure of the Application by you that is inconsistent with this Agreement may cause irreparable damage to us for which remedies other than injunctive relief may be inadequate.  If we request a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, you will not object to the remedy or require proof of actual damages or the provision of either a bond or other security.
  3. Unless you have signed another agreement with us for the same subject matter, this Agreement constitutes the entire understanding between you and us regarding your use of the Application, and supersedes all prior agreements, arrangements and undertakings between you and us.  
  4. Except for updates referenced in section 9.2, no addition to or modification of any provision of this Agreement shall be binding on you or us unless we notify you electronically of changes and you agree to the changes, or a written instrument is signed by you and us.  
  5. The headings to the sections of this Agreement are for ease of reference only and shall not affect its interpretation or construction.  If any provision of this Agreement or its application to you or us or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. You agree to use your best efforts to replace the invalid or unenforceable provision by a provision that achieves the purposes intended under the invalid or unenforceable provision.
  6. No failure by us or you to exercise any powers or rights or to insist upon strict compliance with obligations arising under this Agreement shall constitute a waiver of either yours or our right to demand compliance with this Agreement.
  7. If this Agreement terminates, the obligations under sections 1, 2.4, 3.2, 5.3, 6.2, 6.4, 7 and 8 shall survive termination.
  1. Notices and Updates
  1. Notices shall be given by e-mail.  We will notify you using the e-mail address you provided in your login details, and you will notify us at help@shopthelnk.com.
  2. This Agreement may be updated by us by posting an update and alerting you during your login, or notifying you via e-mail.

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