Terms of Service
Last Revised: June 9, 2018
Thank you for using Mom ‘n’ Pop Shop!
These Terms of Service constitute a legally binding agreement between you and Mom ‘n’ Pop Shop (as defined below) governing your access to and use of the Mom ‘n’ Pop Shop website, including any subdomains thereof, and any other websites or platforms (e.g. social media) through which Mom ‘n’ Pop Shop makes its services available The Site and Mom ‘n’ Pop Shop Services together are hereinafter collectively referred to as the “Mom ‘n’ Pop Shop Platform”.
TABLE OF CONTENTS
Please read these Terms carefully as you agree to be bound by these Terms by accessing or using the Mom ‘n’ Pop Shop Platform. When these Terms mention “Mom ‘n’ Pop Shop,” “we,” “us,” or “our,” it refers to Mom ‘n’ Pop Shop Marketing Ltd.
1. Scope of Mom ‘n’ Pop Shop Services
1.1 The Mom ‘n’ Pop Shop Platform is an online marketplace that enables registered users and third parties (“Talent”) who offer services (“Talent Services”) to publish such Talent Services on the Mom ‘n’ Pop Shop Platform and to communicate and transact directly with Companies or individuals that are looking for such Talent Services. Talent Services may include the offering of specific marketing and other services and/or multi-functional Project packages in various service categories.
1.2 As the provider of the Mom ‘n’ Pop Shop Platform, Mom ‘n’ Pop Shop does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Talent Services. Talent alone are responsible for offering and providing their Talent Services. The relationship between Talent and Companies or individuals seeking Talent Services is created by the Companies or individuals making Proposals to Talent (“Projects”). When a Talent and Company or individual make or confirm a Proposal for a Project, they are offering to and entering into a binding contract directly with each other (Companies or individuals using Talent Services are “Clients” and Talent and Clients are both referred to as “users”. Mom ‘n’ Pop Shop is not and does not become a party to or other participant in any contractual relationship between users. Mom ‘n’ Pop Shop is not acting as an agent in any capacity for any user.
1.3 While we may help facilitate the resolution of disputes, Mom ‘n’ Pop Shop has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Talent Services, (ii) the truth or accuracy of any Proposal, Project, or other descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any user or third party. Mom ‘n’ Pop Shop aims to attract high quality and reputable users, but does not endorse any specific user.
1.4 If you choose to use the Mom ‘n’ Pop Shop Platform as a user, your relationship with Mom ‘n’ Pop Shop is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Mom ‘n’ Pop Shop for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Mom ‘n’ Pop Shop. Mom ‘n’ Pop Shop does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision or acceptance of the Talent Services. You acknowledge and agree that you have complete discretion whether to list or accept Talent Services or otherwise engage in other business or employment activities.
1.5 To promote the Mom ‘n’ Pop Shop Platform and to increase the exposure of Talent to potential Clients, Talent Services and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.
1.6 Due to the nature of the Internet, Mom ‘n’ Pop Shop cannot guarantee the continuous and uninterrupted availability and accessibility of the Mom ‘n’ Pop Shop Platform. Mom ‘n’ Pop Shop may restrict the availability of the Mom ‘n’ Pop Shop Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Mom ‘n’ Pop Shop Platform. Mom ‘n’ Pop Shop may improve, enhance and modify the Mom ‘n’ Pop Shop Platform and introduce new Mom ‘n’ Pop Shop Services from time to time.
2. Eligibility, Using the Mom ‘n’ Pop Shop Platform, User Verification
2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Mom ‘n’ Pop Shop Platform or register a Mom ‘n’ Pop Shop Account. By accessing or using the Mom ‘n’ Pop Shop Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
3. Modification of these Terms
Mom ‘n’ Pop Shop reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Mom ‘n’ Pop Shop Platform and update the “Last Updated” date at the top of these Terms. You are encouraged to review these Terms from time to time as your continued use of the Mom ‘n’ Pop Shop Platform constitutes your agreement to the Terms in force at the applicable time.
4. Account Registration
4.1 You must register an account (Mom ‘n’ Pop Shop Account) to access and use certain features of the Mom ‘n’ Pop Shop Platform, such as Proposing a Project. If you are registering a Mom ‘n’ Pop Shop Account for a Company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. By registering, you represent and warrant that you have the authority to do so and that your use of the Mom ‘n’ Pop Shop Account does not violate your employment or other contractual obligations, as applicable.
4.2 You can register a Mom ‘n’ Pop Shop Account using an email address and creating a password.
4.3 You must provide accurate, current and complete information during the registration process and keep your Mom ‘n’ Pop Shop Account and public Mom ‘n’ Pop Shop Account profile page information up-to-date at all times.
4.4 You may not register more than one (1) Mom ‘n’ Pop Shop Account unless Mom ‘n’ Pop Shop authorizes you to do so. You may not assign or otherwise transfer your Mom ‘n’ Pop Shop Account to another party.
4.5 You are responsible for maintaining the confidentiality and security of your Mom ‘n’ Pop Shop Account credentials and may not disclose your credentials to any third party. You must immediately notify Mom ‘n’ Pop Shop if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Mom ‘n’ Pop Shop Account. You are liable for any and all activities conducted through your Mom ‘n’ Pop Shop Account.
5.1 Mom ‘n’ Pop Shop may, at its sole discretion, enable users to (i) create, upload, post, send, receive and store content, such as [text, photos, audio, video,] or other materials and information on or through the Mom ‘n’ Pop Shop Platform (“User Content”); and (ii) access and view User Content and any content that Mom ‘n’ Pop Shop itself makes available on or through the Mom ‘n’ Pop Shop Platform.
5.2 The Mom ‘n’ Pop Shop Platform and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada, the United States and other countries. You acknowledge and agree that the Mom ‘n’ Pop Shop Platform and User Content, including all associated intellectual property rights, are the exclusive property of Mom ‘n’ Pop Shop or the relevant user and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or acCompanying the Mom ‘n’ Pop Shop Platform or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Mom ‘n’ Pop Shop used on or in connection with the Mom ‘n’ Pop Shop Platform and Mom ‘n’ Pop Shop Content are trademarks or registered trademarks of Mom ‘n’ Pop Shop in Canada, the United States and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Mom ‘n’ Pop Shop Platform, Mom ‘n’ Pop Shop Content, are used for identification purposes only and may be the property of their respective owners.
5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Mom ‘n’ Pop Shop Platform or any content thereon, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mom ‘n’ Pop Shop.
5.4 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Mom ‘n’ Pop Shop Platform, you grant to Mom ‘n’ Pop Shop a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Mom ‘n’ Pop Shop Platform, in any media or platform. Unless you provide specific consent, Mom ‘n’ Pop Shop does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
5.5 Mom ‘n’ Pop Shop may offer Talent the option of having professional photographers take photographs of themselves and their Talent Services, which are made available by the photographer to Talent to include in their Projects with or without a watermark or tag bearing the words Mom ‘n’ Pop Shop, Verified Photo or similar wording (Verified Image). You are responsible for ensuring that your Talent Service is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Mom ‘n’ Pop Shop Platform if they no longer accurately represent yourself or your Project, if you stop providing the Talent Service featured, or if your Mom ‘n’ Pop Shop Account is terminated or suspended for any reason. You acknowledge and agree that Mom ‘n’ Pop Shop shall have the right to use any Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Project or otherwise, without further notice or compensation to you.
5.6 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; or (ii)violates Mom ‘n’ Pop Shop’s Content Policy or any other Mom ‘n’ Pop Shop policy. Mom ‘n’ Pop Shop may, without prior notice, remove or disable access to any User Content that Mom ‘n’ Pop Shop finds to be in violation of these Terms or Mom ‘n’ Pop Shop’s then-current Policies, or otherwise may be harmful or objectionable to Mom ‘n’ Pop Shop.
6. Service Fees
6.1 Mom ‘n’ Pop Shop may charge fees to Talent (“Talent Fees”) and/or Clients (“Company Fees”) (collectively, “Service Fees”) in consideration for the use of the Mom ‘n’ Pop Shop Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees Page.
6.2 Any applicable Service Fees (including any applicable Taxes) will be displayed to a Talent or Company as set out in the Service Fees page. Mom ‘n’ Pop Shop reserves the right to change the Service Fees at any time, and will provide Companies adequate notice of any fee changes before they become effective.
6.3 You are responsible for paying any Service Fees that you owe to Mom ‘n’ Pop Shop. The applicable Service Fees (including any applicable Taxes) are collected by Mom ‘n’ Pop Shop in accordance with our Payments Terms. Except as otherwise provided on the Mom ‘n’ Pop Shop Platform, Service Fees are non-refundable.
7. Terms specific for Talent
7.1 Terms applicable to all Projects
7.1.1 When accepting a Project through the Mom ‘n’ Pop Shop Platform you must (i) provide complete and accurate information about your Talent Service (such as Project description, cost, and calendar availability), (ii) disclose any deficiencies, restrictions and requirements that may apply and (iii) provide any other pertinent information requested by Mom ‘n’ Pop Shop. You are responsible for keeping your Project information up-to-date at all times.
7.1.2 You are solely responsible for setting a price for your Project (“Project Fee”). Once a Company submits a Proposal to you, you may not request that the Company pays a higher price than in the Proposal request. Mom ‘n’ Pop Shop will not collect taxes on the Talent’s behalf, therefore the Talent is responsible for pricing their rates accordingly to account for this.
7.1.3 Any terms and conditions included in your Project, in particular in relation to cancellations, must not conflict with these Terms or the relevant cancellation policy for your Project.
7.1.4 When you accept or have accepted a Proposal from a Client, you are entering into a legally binding agreement with the Client and are required to provide your Talent Service(s) to the Company as described in your Project when the Proposal request is made. You also agree to pay the applicable Talent Fee and any applicable Taxes associated with that Talent Fee. (see section 10)
7.1.5 Mom ‘n’ Pop Shop recommends that Talent obtain appropriate insurance for their Talent Services. Please review any respective insurance policies carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Clients while delivering your Project or other Talent Service.
8. Terms specific for Clients
8.1 Terms applicable to all Proposals
8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Mom ‘n’ Pop Shop and/or the Talent, you can book a Project available on the Mom ‘n’ Pop Shop Platform by following the respective Proposal process. In contractual terms, by submitting a Proposal that includes services in exchange for a fee, an offer to contract is being extended. If the Proposal is accepted by the Talent, then a binding contract is then formed. If the Proposal is not accepted, no binding contract exists between the users. If the recipient of the Proposal modifies the Proposal in any way prior to acceptance and communicates these modifications back to the original proposer, a new offer of contract is made and will become a binding contract upon acceptance by the recipient of the new modified terms. As a result, a confirmed Proposal of a Job (“Job Proposal”) is an affirmation granted to you by the Talent to kick-start the Project, in accordance with your agreement with the Talent. Any binding contract described above will be subject to these Terms of Service, which include but are not limited cancellation and dispute resolution policies. All applicable fees, including the Project Fee, Company Fee and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to Proposal a Project. You agree to pay the Total Fees for any Proposal requested in connection with your Mom ‘n’ Pop Shop Account.
8.1.2 Upon receipt of a Proposal confirmation from Mom ‘n’ Pop Shop, notice will be sent to you of the legally binding agreement to which you and your Talent are subject. Mom ‘n’ Pop Shop Payments will collect the Total Fees at the time of the Proposal request or upon the Talent’s confirmation pursuant to the Payment Terms.
9. Proposal Modifications, Cancellations and Refunds
9.1 Talent and Clients are responsible for any modifications to a Proposal that they make via the Mom ‘n’ Pop Shop Platform (“Proposal Modifications”), and agree to pay any additional Project Fees, Talent Fees or Company Fees and/or Taxes associated with such Proposal Modifications.
9.2 Clients can cancel a confirmed Proposal at any time pursuant to the Project’s cancellation policy, and Mom ‘n’ Pop Shop Payments will refund the amount of fees due to the Company in accordance with such cancellation policies. Note: Talent may not cancel a Project once the Project has been initiated. Refer to Refund Policy.
9.3 Except as otherwise set out in these Terms, Companies and Talent may Contact “Mom” at email@example.com to request money for refunds or Damage Claims related to Proposals. You agree to pay all amounts in connection with your Mom ‘n’ Pop Shop Account, and Mom ‘n’ Pop Shop Payments will handle all such payments.
10.1 As a Talent you are solely responsible for determining your obligations to report, collect, remit or increase your project Fees to cover any applicable sales taxes that you may be responsible for (“Taxes”).
11. Prohibited Activities
11.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Mom ‘n’ Pop Shop Platform. In connection with your use of the Mom ‘n’ Pop Shop Platform, you will not and will not assist or enable others to:
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
use, display, mirror or frame the Mom ‘n’ Pop Shop Platform or Content, or any individual element within the Mom ‘n’ Pop Shop Platform, Mom ‘n’ Pop Shop’s name, any Mom ‘n’ Pop Shop trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Mom ‘n’ Pop Shop Platform, without Mom ‘n’ Pop Shop’s express written consent;
dilute, tarnish or otherwise harm the Mom ‘n’ Pop Shop brand in any way, including through unauthorized use of Content, registering and/or using Mom ‘n’ Pop Shop or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Mom ‘n’ Pop Shop domains, trademarks, taglines, promotional campaigns or Content;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Mom ‘n’ Pop Shop Platform;
11.2 If you feel that any user you interact with, whether online or in person, is acting or has acted inappropriately, you should immediately report such person to the appropriate authorities and then to Mom ‘n’ Pop Shop by contacting us at firstname.lastname@example.org. You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).
12. Termination, Suspension and other Measures
12.1 Mom ‘n’ Pop Shop may immediately, without notice, terminate this Agreement and/or stop providing access to the Mom ‘n’ Pop Shop Platform if (i) you have materially breached your obligations under these Terms, the Payment Terms, our Policies, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Mom ‘n’ Pop Shop believes in good faith that such action is reasonably necessary to protect the personal safety or property of Mom ‘n’ Pop Shop, its users, or third parties (for example in the case of fraudulent behavior of a user).
12.2 When your Account has been terminated, you are not entitled to a restoration of your Mom ‘n’ Pop Shop Account or any of your User Content. If your access to or use of the Mom ‘n’ Pop Shop Platform has been limited or your Mom ‘n’ Pop Shop Account has been terminated by us, you may not register a new Mom ‘n’ Pop Shop Account or access and use the Mom ‘n’ Pop Shop Platform through a Mom ‘n’ Pop Shop Account of another user.
If you choose to use the Mom ‘n’ Pop Shop Platform, you do so voluntarily and at your sole risk. The Mom ‘n’ Pop Shop Platform is provided “as is” and on an (“as available”); basis, without warranty of any kind, either express or implied. The Company cannot guarantee and does not promise any specific results from use of the Mom ‘n’ Pop Shop Platform or any Talent Service, that your use of or the information provided on the Mom ‘n’ Pop Shop Platform will be uninterrupted, timely, accurate, secure, or error-free, or any specific results with respect to any transaction executed through or in connection with the Mom ‘n’ Pop Shop Platform.
You agree that you have had whatever opportunity you deem necessary to investigate the Mom ‘n’ Pop Shop Platform, laws, rules, or regulations that may be applicable to your Projects and/or Talent Services you are providing or receiving and that you are not relying upon any statement of law or fact made by Mom ‘n’ Pop Shop relating to any matter.
You agree that some Talent Services may carry inherent risk, and you assume full responsibility for the choices you make before, during and after your participation in a Talent Service.
14.1 You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Mom ‘n’ Pop Shop Platform, your publishing or Proposal of any project via the Mom ‘n’ Pop Shop Platform, or any other interaction you have with others whether in person or online remains with you.
You agree to release, defend (at Mom ‘n’ Pop Shop’s option), indemnify, and hold Mom ‘n’ Pop Shop and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies, (ii) your improper use of the Mom ‘n’ Pop Shop Platform, (iii) your interaction with any other user, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction.
16. Dispute Resolution and Arbitration Agreement
16.1 Overview of Dispute Resolution Process. Mom ‘n’ Pop Shop is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process: (1) an informal negotiation directly with Mom ‘n’ Pop Shop’s customer service team, and (2) a binding arbitration in accordance with applicable laws. This same process applies, with necessary modification, regardless of whether the dispute is between you and another user or between you and Mom ‘n’ Pop Shop.
16.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Mom ‘n’ Pop Shop each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Mom ‘n’ Pop Shop’s customer service team by emailing us at email@example.com. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
16.3 Agreement to Arbitrate. You and Mom ‘n’ Pop Shop mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Mom ‘n’ Pop Shop Platform, the Talent Services (collectively, “Disputes”) will be settled by binding arbitration in British Columbia, Canada, on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in British Columbia on the date of the notice of arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Mom ‘n’ Pop Shop agree that the arbitrator will decide that issue.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Mom ‘n’ Pop Shop Platform (“Feedback“). You may submit Feedback by emailing us at firstname.lastname@example.org. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
18. Applicable Law and Jurisdiction
18.1 These Terms will be interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. Judicial proceedings that are excluded from the Arbitration Agreement in Section 19 must be brought in Vancouver, BC, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Vancouver, BC.
8.2 Any cause of action brought by you against us must be instituted within two years after the cause of action arises or be deemed forever waived and barred.
19. General Provisions
19.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Mom ‘n’ Pop Shop and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Mom ‘n’ Pop Shop and you in relation to the access to and use of the Mom ‘n’ Pop Shop Platform.
19.2 No joint venture, partnership, employment, or agency relationship exists between you and Mom ‘n’ Pop Shop as a result of this Agreement or your use of the Mom ‘n’ Pop Shop Platform.
19.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
19.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
19.5 If you have any questions about these Terms please email us at email@example.com.