These Terms and Conditions of Use (the "Terms") govern the access or use by you ("you" or "user") of (a) the use of the website operated at [nikufarms.com] and such other locations as made available from time to time and mobile or other applications on which these Terms are posted or linked to (collectively, the "Website"), (b) any "app" or other front-end software provided by us (for greater certainty, excluding third party software that may interact with the Website or the Services, (as defined below)) that interacts or interfaces with the Website (the "Software"), and (c) the services we provide through the Website and/or the Software (collectively, the "Services"), in each case made available by 8573727 Canada Corp. (d.b.a. NIKU Farms) ("NIKU Farms", "we", "us" or "our") from time to time. These Terms apply to all users of the Services, including without limitation users who are NIKU Farms Sellers, NIKU Farms Buyers, vendors, customers, merchants, contributors of content, information and other materials or services in connection with the Services.
Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and NIKU Farms, including those additional terms and conditions and policies references herein and/or available by hyperlink. If you do not agree to these Terms, you may not access or use the Services or should discontinue access or use of the Service. The headings in these Terms are provided for convenience only, and are not to be considered in the interpretation of the rights and obligations set out herein. These Terms expressly supercede prior agreements or arrangements with you, other than the marketing agreement between NIKU Farms and each NIKU Farms Seller (as defined below) with respect to such NIKU Farms Seller, which is incorporated by reference to these Terms for such NIKU Farms Seller and forms an integral part of it. NIKU Farms may immediately terminate these Terms or any Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
NIKU Farms may amend the Terms related to the Services from time to time. Amendments will be effective upon NIKU Farms’ posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
Your access to the Service may be occasionally interrupted to allow for repairs and maintenance. Any such interruption shall not constitute a breach by NIKU Farms of these Terms.
The Services are available for use by individuals who are 18 years of age or older. By using the Services or registering for an Account to use the Services, you represent and warrant that you are at least 18 years of age. If necessary, we may ask for proof of your age. If you are unable to provide proof of your age, we reserve the right at our sole discretion, to refuse or cancel Services or terminate your Account.
NIKU Farms is a platform that enables users who are seeking to buy food and other goods ("NIKU Farms Buyers") and/or users that are seeking to sell food and other goods ("NIKU Farms Sellers") to connect. Those certain food and other goods requested by the NIKU Farms Buyers, which are to be provided by the NIKU Farms Sellers are hereinafter referred to as "Goods".
NIKU Farms acts as a platform to allow users who comply with NIKU Farms’ policies to offer, sell and buy certain goods within a fixed-price format. NIKU Farms Buyers contract directly with NIKU Farms Sellers. NIKU Farms will not be a party to any agreements or contracts for Goods. We act to coordinate orders, payments and delivery between NIKU Farms Buyers and the NIKU Farms Sellers and nothing in our involvement in the order, payment and delivery process makes us responsible for the Goods. As a result, NIKU Farms has no control over the production of the Goods or the quality, safety, morality or legality of any aspect of the Goods, the truth or accuracy of the listings, the ability of NIKU Farms Sellers to sell Goods or the ability of NIKU Farms Buyers to pay for Goods. NIKU Farms does not pre-screen users (except for the initial screening of NIKU Farms Sellers and other Services that require an application) or the content or information provided by users. NIKU Farms cannot ensure that a NIKU Farms Buyer or a NIKU Farms Seller will actually complete a transaction.
In order to use certain features of the Services, you must provide certain information about yourself as requested by the Services order form (an "Order Form") or register for an account with NIKU Farms ("Account") and provide certain information about yourself as requested by the Services registration form. In using the Order Form or registering for an Account, you represent that (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information.
You are responsible for maintaining the confidentiality of your Order Form or your Account, as applicable, for keeping your Account password secure, for restricting access to your computer and are fully responsible for activities that occur under your Account, including financial responsibility for your use of the Services, your Account’s use of the Services, your purchase and/or delivery of Goods and your Account’s purchase and/or delivery of Goods, as applicable. You are also fully responsible for any loss caused by a breach of confidentiality of your Order Form or a breach of your Account’s security, including your credit card information. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. NIKU Farms will not be liable for any loss or damage arising from your failure to comply with the above responsibilities and requirements. NIKU Farms and its associates reserve the right to refuse or cancel service, terminate Accounts, or remove or edit content in our sole discretion.
These Terms apply to all users of the Services, including users who are also contributors of Content on the Services. "Content" includes the videos, photos, scripts, sounds, data, text, usernames, audiovisual combinations, and any other materials you may access or view through the Service.
In connection with your use of the Services, NIKU Farms may send you electronic messages. These electronic messages may be sent for various reasons, including for security purposes (e.g. verifying that your smartphone is connected to the phone number you entered upon registration) and issues related to Goods. By using the Services, you agree and consent to receiving such electronic messages. If you wish to no longer receive such messages, you can click the unsubscribe link in any email, reply STOP to any text, or contact us and request to no longer receive such messages. Unsubscribing from certain types of messages may result in our no longer being able to offer Services to you.
You agree that you will not collect, use or solicit the login credentials of other users of the Services.
You must not create accounts with or use the Services through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You are not entitled to use any date mining, robots, or similar data gathering and extraction tools to collect usernames, email address or any other date or content for the purposes of sending unsolicited email or for any other use.
You agree that you will not sell, transfer, license or assign your Account, username, or Account rights. You agree that you will not create an account for anyone other than you.
You may not use the Services for any illegal or unauthorized purpose. You agree to comply with all federal, provincial and/or municipal laws, rules and regulations, as applicable, relating to your use of the Content and the Services.
You agree to use the Services and its Goods only for your personal, non-commercial purposes. You are not entitled to reproduce, duplicate, copy, sell, resell or otherwise exploit Content for any commercial purpose.
You agree not to use the Services to: stalk, harass or harm another individual; collect or store personal information about other users; impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; interfere with or disrupt the Services or servers or networks connected to the Services, or contravene any requirements, procedures, policies, or regulations of network connected to the Services. You agree not to use the Services to send spam or otherwise duplicative or unsolicited messages of any kind (including "commercial electronic messages" under Canada’s Anti-Spam Legislation) in violation of applicable laws.
You agree not to alter or modify any part of the Services. You agree not to combine or integrate the Services with hardware, software or other technology or materials not provided by us. You may not modify or create any derivative product based on the Services. You may not decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Services is compiled or interpreted.
You hereby acknowledge and agree that NIKU Farms or its licensors own all legal right, title and interest in and to the Services and the Content, including, without limitation, any and all intellectual property rights which subsist in the Services and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist. All rights are reserved to any of our registered and unregistered trademarks (whether owned or licensed to us) which appear through the Services.
Re-Posting Content: By posting Content on the Services, it is possible for an outside website or a third party to re-post that Content. You agree to hold NIKU Farms harmless for any dispute concerning this use. If you choose to display your own NIKU Farms hosted image on another website, the image must provide a link back to its listing page on the Services.
You may be able to access websites, content, products or services provided by third-parties through links that are made available through the Services ("Third-Party Offerings"). If you elect to use such Third-Party Offerings, you understand that your use of them will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings. We are not responsible for any content on any other site, nor do we make any representation or warranty of any kind regarding linked sites or the information, products or services appearing thereon.
You may link to our home page, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. Our Services must not be framed on any other site, nor may you create a link to any part of our Services other than the home page. You shall remove any link to the Services immediately upon our request.
NIKU Farms Guidelines
All Goods listed through the Services must be made or produced by the NIKU Farms Seller.
NIKU Farms Sellers are Independent Businesses
The NIKU Farms Sellers have the obligation to always send the freshest and best quality Goods as depicted on the photography featured on the Services. The NIKU Farms Sellers need to follow the guidelines for packaging as provided to the NIKU Farms Sellers by NIKU Farms from time to time. The NIKU Farms Seller has the sole and complete discretion to accept or reject each order of Goods. Once you have submitted your order and your payment has been authorized, you will not be entitled to change or cancel your order, nor will you be entitled to a refund other than as set out below. NIKU Farms encourages all our NIKU Farms Sellers to accept all orders of Goods and to communicate any rejection promptly, and NIKU Farms will notify you as soon as reasonably practicable if a NIKU Farms Seller rejects your order. NIKU Farms Sellers have the discretion to reject orders at any time because they are too busy, due to supply issues, due to weather conditions or for any other reason. If a NIKU Farms Seller accepts an order, NIKU Farms will notify you and provide you with an estimate on when your order will arrive.
NIKU Farms does not provide refunds for any of the Goods purchased by a NIKU Farms Buyer, as NIKU Farms is not a party to any agreements or contracts for Goods. NIKU Farms wants each NIKU Farms Buyer to be completely satisfied with the products you receive, so if you have any problems please contact us and NIKU Farms will contact the NIKU Farms Seller to try to resolve the issue. Each NIKU Farms Seller reserves the right to deny a refund or product replacement in its sole discretion.
Most orders will be shipped using a third party transportation network company (i.e. UPS, Fedex, etc.). In no circumstance shall NIKU Farms Inc. be held liable for any problems, claims, losses, injuries, illness or other damage to the products arising from your failure to ensure they are refrigerated or frozen in the necessary amount of time after any attempted or actual delivery.
We set the rates for Goods which are listed on the Services. NIKU Farms will charge you for any order of Goods made on behalf of the NIKU Farms Seller. You agree that you will pay for all Goods you purchase from the NIKU Farms Seller, and that NIKU Farms may charge your credit card account as provided by you to a third party service provider that processes payments when completing an Order Form (including any taxes and late fees, as applicable) that may be incurred by or in connection with your Account or in connection with an order of Goods placed by completing an Order Form. You are responsible for the timely payment of all fees and for providing NIKU Farms with a valid credit card account for payment at all times.
NIKU Farms uses a third-party payment processor (the "Payment Processor") to link the credit card you provide to the Services. The processing of payments in connection with your use of the Services will be subject to the terms, conditions and privacy policies of your credit card issuer in addition to these Terms. NIKU Farms is not responsible for any errors by the Payment Processor.
NIKU Farms may choose to temporarily change the rates for Good, fees policy and the fees for the Services for promotional events (for example, free shipping); such changes are effective when NIKU Farms posts the temporary promotional event on the Website. NIKU Farms may, at NIKU Farms’ sole discretion, change some or all of NIKU Farms’ services at any time. In the event NIKU Farms 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 Canadian Dollars (CDN). You are responsible for paying all fees and applicable taxes associated with using the Services.
Fees and Termination: If NIKU Farms terminates a listing or your Account, if you close your Account, or if the payment of your NIKU Farms fees cannot be completed for any reason, you remain obligated to pay NIKU Farms for all unpaid fees plus any penalties, if applicable. If you have a question or wish to dispute a charge, contact NIKU Farms.
THE GOODS DISPLAYED ON THE SERVICES IS PROVIDED WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES AS TO ITS ACCURACY AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU ACKNOWLEDGE AND EXPRESSLY AGREE THAT USE OF THE SERVICES AND ITS CONTENT IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NIKU FARMS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SERVICES OR USE OF THE SERVICES WILL BE CONTINUOUS, ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL CODES OR COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY EXPRESSLY EXCLUDE ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY ANY LAW, REGULATION, STATUTE, COMMON LAW OR EQUITY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NIKU FARMS AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSORS AND SUCCESORS MAKE NO WARRANTY OR CONDITION THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL NIKU FARMS, INCLUDING ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER NIKU FARMS HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) ERRORS, MISTAKES OR INNACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE PRODUCTSOR YOUR ACCESS TO AND USE OF THE SERVICE, (C) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY ELEMENT OF THE SERVICE, OR (D) ANY OTHER MATTER RELATING TO NIKU FARMS OR THE SERVICE. YOU EXPRESSLEY ACKNOWLEDGE THAT NIKU FARMS HAS ENTERED INTO THIS AGREEMENT AND HAS AND WILL MAKE NIKU FARMS, THE CONTENT AND THE SERVICE AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SUCH EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE AGREEMENT BETWEEN YOU AND NIKU FARMS. YOU EXPRESSLY AGREE THAT LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN SHALL SURVIVE AND CONTINUE TO APPLY IN CASE OF TERMINATION OF THIS AGREEMENT AND/OR THE TERMINATION OF YOUR USE OF THE SERVICE.
You agree to defend, indemnify and hold harmless NIKU Farms (including all of our affiliates, licensors, officers, directors, agents, subsidiaries, successors and employees) from any and all claims, actions, demands, losses, liabilities and expenses (including legal and accounting fees), arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; (iii) your breach of any third-party rights; or (iv) any misrepresentation made by you. This obligation will survive the termination of this agreement and your use of the service.
Your use of the Services and these Terms are governed by the laws of the Province of Ontario, and the applicable laws of Canada, without regard to conflict of laws principles. You are responsible for complying with these laws and the laws of the country in which you reside. Each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.
These Terms and any rights and licenses granted hereunder my not be transferred or assigned by you, but may be assigned by NIKU Farms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. If any provision (or parts thereof) contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms shall be made except by a revised posting on this page or except as otherwise expressly set forth herein.
Except as explicitly stated otherwise, any notices shall be given by postal mail to NIKU Farms, 78 Greenwood Avenue, Toronto, Ontario, M4L 2P6, Attn: Legal Department; (in the case of NIKU Farms) or, in your case, to the email address you provide to NIKU Farms (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, NIKU Farms may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to NIKU Farms. In such case, notice shall be deemed given three days after the date of mailing.
If at any time you would like to contact us with your views about these Terms, you can do so by emailing us at email@example.com.