Thanks for visiting the Shopbake website, home of Canada's first and only online bakery marketplace. This document sets forth the terms and conditions that apply to your use of the site.

Terms of Use and Agreement

Please read the following terms of use ("Terms") carefully before using the Shopbake website. The Shopbake business ("Shopbake") and the web pages available at www.Shopbake.com operated by a Canadian sole proprietorship. These pages and all linked pages together form the "Site". These Terms apply to any use of the Site and/or Services (as defined below).

The Site provides an interactive online service operated by Shopbake on the World Wide Web of the Internet (the "Web"), consisting of a virtual bakery marketplace facilitated by Shopbake, affiliates of Shopbake and merchants ("Merchants") offering bakery and other goods ("Goods") for sale.

By accessing the Site, viewing content contained on the Site ("Content"), using any Services (as defined below) available on the Site or by using any Site applications (including mobile and desktop applications), you agree to be bound by these Terms, which, together with our Privacy Policy, govern the relationship between you and Shopbake ("We" or "Us") in relation to the Site ("Agreement"). These Terms affect your legal rights and obligations. If you do not agree to the Terms, please do not use the Site.

"Services" include, but are not limited to, any service we make available to or perform for you related to provision of the Goods. By using or accessing the Site and/or Services, whether manually or by automated means, you agree to these Shopbake Terms. If you have any questions or concerns, please do not hesitate to contact us.

Changes to this Agreement

We may revise these Terms, including fees policy, from time to time and the most current version will always be posted to our website. If a revision is, in our sole discretion, material we will notify you and confirm your acceptance of the new terms. By continuing to access or use the Site and Services, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, please stop using the Site and/or Services.

Shopbake is a Marketplace

Shopbake serves as an online marketplace, intended to allow users to sell and purchase certain goods. Shopbake is not directly involved in the sale and purchase of such goods. Shopbake is a forum which facilitates interactions between those website users who agree to comply with Shopbake's terms and policies and the law.

Shopbake is in no position to measure or control the quality or safety or moral or legal value of goods offered for sale on its website. Shopbake does not warrant the truth or accuracy of any representation made with respect to such goods, including whether the seller is able to provide the goods. Nor can Shopbake vouch for the ability of any prospective purchaser of goods to pay for the goods. Shopbake assumes no responsibility to screen users of its website, other than as provided for elsewhere in these Terms. Shopbake cannot and will not ensure that any transaction for the purchase and sale of goods facilitated by this website will be completed.

Shopbake takes no part in the transfer of ownership of goods advertised on the Site.

Shopbake cannot and does not guarantee the identity, age or location of any user. For that reason, Shopbake recommends that sellers and purchasers communicate directly using the tools provided by the Shopbake Site. All users agree to exercise caution and good judgment in making use of the Shopbake marketplace.

Rules for Purchases

With respect to any purchase made on or through the Site and/or Services, you agree that: (i) you will not use an invalid or unauthorized credit or debit card or other payment method; (ii) you are solely responsible for identifying and selecting the product you wish to purchase; (iii) your payment will be charged to the credit or debit card or other payment method you use through PayPal; and (iv) subject to individual shop policies, your purchase is final and non-refundable.

Fees

Joining Shopbake and opening your virtual shop is free.

Listing fees. For the first six months of Shopbake operations (beginning *), sellers will pay no listing fees for products listed in their shops. This means that, until *, you can list unlimited products in your shop for free. We will contact sellers with ourfirst listing fee structure one month in advance of the new fees taking effect, which will happen on *.

Transaction fees. When you make a sale on Shopbake.com, Shopbake will automatically take 10% of the total sale price (minus shipping and taxes). This fee is distinct from and exclusive of any regular transaction fee that PayPal charges, which fees depend on where you sell and how much you sell (please see paypal.com for details on fees). You will be able to see these PayPal transaction fees on your PayPal account and your Shopbake fees when you view transactions via your seller account.

Advertising fees. Soon, Shopbake.com will offer various opportunities to have your shop and products featured on the home page, or to optimise your ranking in web searches. Fees will vary by opportunity. Once these opportunities and fees are established, we will communicate them to all sellers.

Shipping and Delivery Fees. As a seller, you will be responsible for establishing your own shipping and delivery policies. You are free to use whichever method of shipping you like, as long as the fees and estimates of shipping/delivery times are clearly outlined in your shop/product pages. Your buyer will be responsible for paying these fees, unless you choose to offer free shipping/delivery (for example, if you'd like to run a shipping promotion for a temporary period).

Payment Gateway. Shopbake.com uses Paypal.com for all payment processing. PayPal will automatically deduct Shopbake's 10% transaction fee from each transaction, plus any applicable PayPal fees (visit https://www.paypal.com/ca/webapps/mpp/merchant-fees for details on PayPal fees). Once listing fees and advertising opportunities come into effect, these fees will be added to your Shopbake.com monthly invoice, which can also be paid easily via PayPal.

Subject to the terms set out above, Shopbake reserves the right to change its fees policy and structures at any time and from time to time. Any such change will become effective only after Shopbake has given you fourteen (14) days' notice by posting the changes to the Site. However, Shopbake may, in its sole discretion, choose to temporarily change its fees policy and the fees for Shopbake's services for promotional events (for example, free listing days); such changes are effective when Shopbake posts the temporary promotional event to the Site. Shopbake may, in Shopbake's sole discretion, change some or all of Shopbake's services at any time. In the event Shopbake introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in CDN Dollars.

In certain situations, including but not limited to a void or invalid transaction, Shopbake may issue a credit for the applicable fees to a seller's billing statement.

You understand you will be responsible for paying all fees and applicable taxes associated with using Shopbake. Shopbake will provide plans for both automatic and manual bill payments, which will be outlined in Shopbake's Billing Policy. Shopbake will send an invoice to a seller's email address on file detailing the amount due for the prior month's fees and charges. The seller must pay the amount due in full within 15 days of the date of the invoice, or the account will be considered past due.

Fees and Termination: If Shopbake terminates a listing or your account, if you close your account, or if the payment of your Shopbake fees cannot be completed for any reason, you remain obligated to pay Shopbake for all unpaid fees plus any penalties, if applicable. If a seller's account becomes past due, such seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge, contact Shopbake.

Listing and Selling

Listing Description: Every item listed as 'active' in your Shopbake shop must be for sale. By listing an item as 'active' on the Site you warrant that you and all aspects of the item comply with Shopbake's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your Shopbake shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing. Where appropriate, conformity with legal labelling requirements must be reflected in an item description.

Shop Policies: All sellers are urged to outline shop policies for their Shopbake shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with Shopbake's site-wide policies. Sellers are responsible for enforcing their own reasonable shop policies. Shopbake reserves the right to request that a seller modify a shop policy.

Binding Sale: Sellers are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The seller is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the seller's listing (such as payment method), or (b) the seller cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale price. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees. You may not alter an item's price after a sale for the purpose of avoiding Shopbake transaction fees, misrepresent the item's location, or use another user's account without permission.

Intellectual Property Rights

Unless you are advised otherwise, everything you see or read on the Site and/or Services is subject to copyright, trade mark or other forms of legal protection owned by or licensed by third parties to Shopbake. Content may not be used except as provided in these Terms or in the text of the Site and/or Services without the written permission of Shopbake.

Images displayed on the Site and/or Services are either the property of, or used with permission by, Shopbake. Use of these images by you, or anyone authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Site. Any unauthorized use of such images or other Content may violate the law.

The trade-marks and logos (collectively the "Trade-marks") displayed on the Site and/or Services are registered and unregistered Trade-marks. Nothing contained in the Site and/or Services gives you permission to use these Trade-marks, and your use of the Trade-marks is strictly prohibited. Shopbake reserves the right to enforce its intellectual property rights where applicable.

Intellectual Property Complaints

Shopbake will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Terms where it believes an Infringement has taken place, including removing or disabling access to the Content claimed to be infringing and/or terminating user accounts and access to the Site.

Please note that you may be held accountable for damages (including costs and legal fees) for misrepresenting that any Content is infringing your copyright.

Email: info@Shopbake.com

General Use and Site License

The Site and Services are designed for use by only those individuals who are at least 13 years of age. If you are not 18 years of age or older, please do not use the Site and Services without the permission and supervision of your parent or legal guardian. If you are a parent or legal guardian and have authorized a minor to use the Site and Services, you agree that you are responsible for the online conduct of the minor, and for the consequences of any misuse of the Site and/or Services by the minor.

You are solely responsible for your interactions with other users of the Site and Services. We reserve the right, but are under no obligation, to monitor disputes between you and other users

You agree that you are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and/or Services and all charges related thereto. We shall not be liable for any damages to your or any user's equipment, or for any data charges resulting from the use of this Site.

Accurate Information; Registration and Passwords; URLs

In consideration of your use of the Site and Services, you agree to: (a) provide accurate information as prompted on the Site or through the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or Shopbake has reasonable grounds to suspect that such information is inaccurate, Shopbake may suspend or terminate your use of the Services and/or the Site and/or decline to permit your continued use of the Site and/or the Services and future access to the Site and/or the Services.

To access certain parts of the Site or Services, you may be required to open an online account with Shopbake, in which case you will have to create a username and password and to provide registration information, including a valid e-mail address, name, phone number and address.

You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your Shopbake account.

If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.

If you are under 18 years old then you must obtain the permission of your parent or legal guardian prior to registering an account. Your parent or legal guardian will then be responsible for your online conduct, and the consequences of any misuse of the Site.

Prohibited Uses

As a condition to using the Site and/or Services, you promise not to use the Site and/or Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by Shopbake. By way of example, and not as a limitation, you agree not to use the Site and/or Services:

  1. In any way that is false, inaccurate or misleading;
  2. In any way that is fraudulent or otherwise involves the sale of illegal or stolen goods;
  3. to collect and use product listings, descriptions or images;
  4. to abuse, harass, threaten, impersonate or intimidate any person;
  5. to post or transmit, or cause to be posted or transmitted, any Content that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
  6. for any purpose (including posting or viewing Content) that is not permitted under the laws of the jurisdiction in which you use the Services;
  7. to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Shopbake Site user;
  8. to reverse engineer, decompile or disassemble the site, or to convert into human readable form any of the contents of this site not intended to be so read, including but not limited to using or directly viewing the underlying code for the site except as interpreted and displayed in a web browser;
  9. to create or transmit unwanted 'spam' to any person or any URL;
  10. to violate or attempt to violate the security of the Site and/or Services;
  11. to post copyrighted Content which doesn't belong to you, with the exception of blog content, in which case you may post such Content with explicit mention of the author's name and a link to the source of the Content;
  12. with the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
  13. to promote or sell Content of the Site;
  14. to sell any products other than those which can reasonably be described as food and food-related products;
  15. to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of users of this Site to become users of other on- or offline services directly or indirectly competitive or potentially competitive with Shopbake;
  16. to interfere with or attempt to interfere with the proper working of the Site and/or Services;
  17. to sell or otherwise transfer your profile;
  18. to attempt to restrict another user from using or enjoying the Site and/or Services or to encourage or facilitate violations of these Terms of Use or the Privacy Policy;
  19. to interfere in any way with the business of any other user of the Site; or
  20. in any other way that violates these Terms.

Shopbake shall have the right, but no obligation, to monitor the content on the Site and/or Services to determine compliance with these Terms and any other operating rules we establish. Shopbake shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted to the Site or Services. Notwithstanding this right, you shall remain solely responsible for the content of your messages and any User Generated Content (as defined below).Shopbake neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement on the Site and/or Services, whether it is provided by Shopbake, our employees, or a third party.

Under no circumstances will Shopbakebe liable for any loss or damage of any kind caused by reliance on information obtained through the Site or Services. Shopbake is not responsible for any offensive, defamatory, obscene or other posting made through the Site and/or Services. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Shopbake's sole discretion is inappropriate, objectionable or in violation of these Terms.

Any user who feels that a posted message is objectionable is encouraged to contact us immediately by email to info@Shopbake.com. We have the ability to remove objectionable messages and we will make every effort to do so, within a reasonable time frame, if we determine that removal is necessary. This is a manual process, however, so please realize that we may not be able to remove or edit particular messages immediately.

Neither Shopbake nor any third party content provider shall assume or have any liability for any action or inaction by Shopbake or any third party content provider with respect to any conduct, communication or posting on the Site and/or Services.

Shopbake is a mere conduit for the User Generated Content (as defined below) that is displayed on the Site. Shopbake plays a subordinate role in the dissemination of such User Generated Content and in noway acts as a "publisher" of the same.

Ownership of User Generated Content

You retain ownership of any content you submit to the Site or through the Services ("User Generated Content"). However, by submitting your User Generated Content to Shopbake, you hereby grant Shopbake the following worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licences:

  • to host, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode your User Generated Content to appropriate media formats, standards or mediums as part of the services Shopbake provides;
  • to use, distribute, reproduce, modify, remix, excerpt, adapt, prepare derivative works of, publicly perform and publicly display your User Generated Content on the Site, including without limitation, in connection with any distribution or syndication arrangement thereof with third parties or third party sites, in any media format or medium and through any media channels; and
  • to use your User Generated Content for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, perform, reproduce and distribute your User Generated Content in any media format or medium and through any media channels.

By submitting User Generated Content for inclusion on the Site or through the Services, you also grant the following use of and rights to your User Generated Content to others: (i) the non-exclusive licence to access your User Generated Content through the Site or Services; (ii) if permitted, the ability for users to rate, review and comment on your User Generated Content; (iii) if permitted, the ability for users to send and distribute your User Generated Content; and (iv) the non-exclusive licence to users to use, reproduce, distribute, remix, prepare derivative works and compilations of, display and perform your User Generated Content as permitted through the functionality of the Site and Services and under these Terms. Please keep in mind though that even if you delete your User Generated Content from the Site or Services, it may still exist in back-up copies or copies made by third parties prior to deletion.

Termination

Shopbake may terminate or suspend any and all Services and/or your Shopbake user account immediately, without prior notice or liability, including without limitation if you breach the Terms. Upon termination of your account, your licence will be revoked and your right to use the Site and/or Services will immediately cease. If you wish to terminate your Shopbake account, you may simply discontinue using the Site and/or Services. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

For greater certainty, any obligation on your part to pay a fee to Shopbake pursuant to these Terms or any other agreement between you and Shopbake shall survive termination or suspension, whether by you or Shopbake. Any fee so payable will remain payable and your failure to pay such fee within a reasonable time shall be deemed to constitute a breach of your agreement with Shopbake and may result in legal action.

Furthermore, your failure to pay any such fee shall be a ground for termination of your account.

Content that you have shared with others on the Site and/or Services may still be available after the termination of your account. It is your responsibility to remove your User Generated Content from your account prior to termination. Upon termination of your account Shopbake may remove all Content posted to your account.

Links

The Site and/or Services may provide, or third parties may provide, links to other World Wide Websites or resources. Because Shopbake has no control over such sites and resources, you acknowledge and agree that Shopbake is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Shopbake shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.

Privacy Policy

Registration Data and certain other information about you are subject to our Privacy Policy (for more information, see http://www.Shopbake.ca/privacy). You understand that through your use of the Services you consent to the collection, use and disclosure of this information, only as permitted by the Privacy Policy and in order to provide the Goods and Services to you.

Release And Indemnity

You hereby expressly and irrevocably release and forever discharge Shopbake, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services, including by the purchase and consumption of baked and other foods and food-related products.

For greater certainty, everyone who offers baked or other goods for sale through Shopbake represents and warrants to Shopbake that it is and will remain at all times in compliance with all laws, including federal and provincial legislation, regulations made pursuant to such legislation, municipal by-laws and regulations and the common law of the jurisdiction, applicable to it in the jurisdiction in which it resides in respect of, among other things, the production and labelling of its products and all relevant health and safety considerations.

In no event shall Shopbake be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Site, the Services or any Content (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, (ii) to provide substitute goods or services (however arising), or (iii) for any direct damages in excess of (in the aggregate) one hundred Canadian dollars (CDN$100).

Disclaimer of Warranties

THIS SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES ARE PROVIDED BY SHOPBAKE ON AN "AS IS" AND "AS AVAILABLE" BASIS. SHOPBAKE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, TO THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS SITE, OR TO THE FUNCTIONALITY OF ANY SERVICES ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SHOPBAKE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, SHOPBAKE MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIS SITE AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. SHOPBAKE IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS ON THIS SITE.

BY USING SHOPBAKE SITE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THIS SITE, AND ANY ASSOCIATED SERVICES IS SOLELY AT YOUR OWN RISK. SHOPBAKE DOES NOT WARRANT OR GUARANTEE THAT ITS SITE OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF SHOPBAKE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, SHOPBAKE DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF ITS SITE, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND SHOPBAKE, OR BETWEEN YOU AND ANY OTHER USER OF THE SITE, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.

The Security of the Site

Shopbake maintains reasonable safeguards and personnel policies that are designed to guard the Site, the Services, our systems and our sellers', customers', business partners' and others' information. For example, for the security of your online visit to the Site, Shopbake may make use of firewall barriers, encryption techniques and/or authentication procedures.

Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while Shopbake strives to protect your information, it cannot ensure or warrant the security of any Content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Shopbake will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you provided to us when you registered with the Site.

Electronic Communications

When you visit the Site, use the Services or send emails to Shopbake, you are communicating with us electronically. You consent to receive communications from Shopbake electronically. Shopbake may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Shopbake provides to you electronically satisfy any legal requirement that such communications be in writing.

Site is for Use in Canada

The Site and Services are intended for users located in Canada. If you are a non-Canadian user of Site, by visiting the Site, using the Services and/or providing Shopbake with any User Generated Content specifically or Content generally, you agree to comply with all federal and provincial Canadian laws governing the Site, the Services, online conduct and acceptable Content and User Generated Content. You further agree to comply with all applicable laws regarding the transmission of data exported from Canada or the country in which you reside.

Conflict with Other Agreements

These Terms are in addition to, and do not nullify, any other agreement between you and Shopbake or any other applicable terms and conditions found on the Site. In the case of any direct conflict between these Terms and any other agreement between you and Shopbake, the provisions of such other agreement shall prevail but only to the extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Site. Notwithstanding the above, when you use PayPal in order to make a payment, your use of that service is governed by its User Agreement.

Resolution of Disputes

Disputes with Shopbake: Any dispute arising out of or in connection with these Terms shall be arbitrated and finally resolved, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be the ADR Chambers in Toronto, Ontario. The language of the arbitration shall be English.

The arbitrator shall be chosen from the ADR Chambers roster by agreement of you and Aluvion. In the event that you and Aluvion are unable to agree on an arbitrator, the Chambers shall assign an arbitrator to the dispute, in its sole and absolute discretion.

Disputes with Users or Third Parties: In the event a dispute arises between you and another user or a third party, Shopbake encourages you to contact the user or third party to resolve the dispute amicably.

Shopbakeis under no obligation to resolve disputes between users or between any user and an outside party. You may choose to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

Remedy

You agree that if you are dissatisfied with the Site or any Services offered in connection with the Site, if you do not agree with any part of these Terms, or if you have any other dispute or claim with or against Shopbake concerning your use of the Site or access to the Services or otherwise to do with these Terms, your sole and exclusive remedy is to discontinue using the Site and any Services offered in connection with the Site.

Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of the Terms and you have no authority of any kind to bind Shopbake in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Shopbake shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond Shopbake's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). Shopbake may transfer, assign or delegate the Terms and its rights and obligations without consent.

Survival

Any of these Terms which by its nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.

Severability

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms and any such invalid or unenforceable term shall be deemed to be severable.

Governing Law and Language

These Terms are made under and governed by and are to be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.