Acceptable Use Policy
Effective Date: January 01, 2020
Pellea Inc.’s Pellea Fitness is an online and offline community network and marketspace sub-platform. It provides the tools and technology for vendors (”merchants”) to set up an online store and sell products or services on their website, mobile application, at physical locations, marketspaces, and more. While we believe the free and open exchange of ideas, products or services is a key tenet of commerce, there are some activities that are incompatible with Pellea’s mission to make our online and offline community network and marketspace platform better for members (“customers” or “clients”), vendors (“merchants”) and affiliates (“associates”). This Acceptable Use Policy (“AUP”) describes activities that are prohibited in connection with your use of the Services.
For this AUP, “Materials” means any photos, images, videos, graphics, written content, audio files, code, information, data, or other content uploaded, collected, generated, stored, displayed, distributed, transmitted, or exhibited on or in connection with your Account.
- Removal of violating the content
- Removal of access to elements of the site or its features
- Temporary or permanent Profile deactivation
THE FOLLOWING ACTIVITIES ARE PROHIBITED:
Child Exploitation and Sexually Explicit: You may not offer, products or services, or post or upload Materials that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual way, nudity, sexually explicit content or is otherwise obscene, pornographic, indecent, lewd, or suggestive.
Harassment, Bullying, Defamation, and Threats: You may not offer, products or services, or post or upload Materials, that harass, bully, defame or threaten a specific person. Stalking, intimidation, threats, and harassment of other members, vendors, or affiliates are prohibited. Harassment is defined as a pattern of offensive behaviour that appears to have the purpose of adversely affecting a targeted person or persons. Examples of harassment include making threats, repeated unwanted contacts with a person, and posting the personal information of another person. Pellea reserves the right to take action (see above) on profiles we believe may pose a threat to future members, vendors, or affiliates of the Pellea community. Our members, vendors, and affiliates join Pellea to create friendships. Don’t contact other members, vendors, or affiliates for dating, or use the site to find sexual partners. We will consider this harassment. We take reports of unwanted sexual advances, both online and offline, seriously and they may be considered violations of our policy. Respect others’ boundaries. If another person lets you know they are uncomfortable, respect their feelings, and take a step back.
Hateful Content: You may not offer, products or services, or post or upload Materials, that condone or promote violence against as acceptable, glamorous or desirable against others based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, veteran status stereotypical depiction or is otherwise abusive or inflammatory, including content that has offensive language or images.
Illegal Activities: You may not offer, products or services, or post or upload Materials, that contravene or that help, promote activities that contravene, the laws of the jurisdictions in which you work, or do business like unlawful content for which Pellea has received a court order to removed. Don’t engage in nor encourage illegal activity; don’t violate any applicable law or regulation.
Misrepresentation. You must be yourself misrepresenting yourself as someone else is prohibited. This includes representation as an agent, representative, employee, or affiliate of Pellea.
Intellectual Property: You may not offer, products or services, or post or upload Materials, that infringe on the copyright or trademarks of others like unlawful content that infringes on the rights of a third-party, including intellectual property, privacy, publicity or contractual rights
Malicious and Deceptive Practices: You may not use the Services to send malware or host phishing pages. You may not do activities or upload or distribute Materials that harm or disrupt the operation of the Services or other infrastructure of Pellea or others, including Pellea’s third-party providers. You may not use the Services for deceptive commercial practices or any other illegal or deceptive activities like unsolicited promotions, political campaigning, advertising or solicitations – including content used to promote a business or, products or services – without our written consent
Personal and Confidential Information: You may not post or upload any Materials that contain personally identifiable information, sensitive personal information, or confidential information, such as credit card numbers, confidential national ID numbers, phone numbers, addresses, or account passwords unless you have consent from the person to whom the information belongs or who is otherwise authorized to give such consent.
Self-Harm: You may not offer, products or services, or post or upload Materials that promote self-harm.
Spam: You may not use the Services to send unsolicited commercial electronic messages. We value human interaction and want the content on our site and sent to our members, vendors, or affiliates to be personalized and valuable. Copying and pasting the same message across the site, in member-to-member, member-vendor, vendor-to-member or member-to-affiliate, affiliate-to-member messages, Requests, Groups, Local discussions, or Event listings is not permitted.
Terrorist Organizations: You may not offer products or services, or post or upload Materials, that imply or promote support or funding of, or membership in, a terrorist organization.
Improper Use: You may not use Pellea improperly. Using Pellea in a way that could interfere with other members, vendors, or affiliates from fully enjoying the site or that could impair the functioning of the site is prohibited. This includes posting anything to the site that includes viruses, corrupted data, or other potentially harmful code. Attempting to avoid Pellea systems, or using these systems in a way which undermines their intent, is prohibited.
We may, at any time and without notice, remove any Materials, and suspend or end your Account or your access to the Services if you engage in activities that violate the letter or spirit of this AUP, including activities outside of your use of the Services.
Pellea may change this AUP at any time by posting a revised version at https://fitness.pellea.com/acceptable-use-policy. By continuing to use the Services or access your Account after a revised version of the AUP has been posted, you agree to comply with the latest version of the AUP. In the event of a conflict between the AUP and the Terms, this AUP will take precedence, but only to the extent required to resolve such conflict. Capitalized terms used but not defined in this AUP shall have the meanings in the Terms.
If you feel that a member, vendor, or affiliate of the Services has violated this AUP, please contact us at https://fitness.pellea.com/contact-us.
[Re: Report AUP Violation]
Illegitimate Profile: You may not create more than one Profile. Duplicating, faking, and joking profiles are not allowed. The first profile that you create must be you and is the only one that you may have. Our trust network needs everyone to stand by his or her reputation.
Retaliation Is Not Okay: It is never okay to violate Pellea’s Policies, even in response to another person who has done so.
THE FOLLOWING ACTIVITIES ARE ALLOWED:
Be Considerate and Respectful: This is a core Pellea principle that requires you to treat others in the Pellea community with civility, respect, and consideration – both online and offline. Respect opposing or differing opinions and beliefs. Try to listen to and understand others with whom you may disagree. Encourage others in the community to also be welcoming and respectful.
Respect Others: Pellea is a meeting place for people of different cultures, lifestyles, and ideals. By joining our community, you promise to communicate with respect and consideration, even if you meet someone you disagree with.
Work Together to Resolve Disputes: Pellea is always encouraged to work through their member, vendor, or affiliate disputes and problems together with the others. Working together with others and appreciating different viewpoints are important aspects of the Pellea experience.
Use Good Judgment and Be Empathetic: When interacting with others on Pellea, try to see the world from their perspective. People contribute to the Pellea community in their way. Disputes between members, vendors, or affiliates can occur when different cultural norms create a misunderstanding, as many things are acceptable in some cultures and unacceptable in others.
Interactions With Others: It is okay to disagree. Alternative points of view are a key part of cultural exchange as long as your comments are civil, respectful, and polite. Remember to give the impression of assuming goodwill on the part of the person with whom you are disagreeing.
Stay Safe: Safety Is a Cornerstone of the Pellea Community. Member, Vendor, and Affiliate safety are very important to Pellea and the health of the community. Please check the Safety Tips section on the Safety Tips page for more information.
Price Right: You may reasonably charge for your products or services. Vendors asking members for money towards paid products or services are allowed.
Leave References: The reference system allows members, vendors, and affiliates to share information about their interactions with others enabling the community to make more informed decisions.
Vendors who have sold to members or members who have bought from vendors are permitted to give private feedback (to Pellea) and public references within 14 days after the offered products or services. Members must have a products or services request with the “Yes” “Maybe” or “Confirmed” status to leave a vendor reference. Other members may create references under the “Other” or “Friend” reference designations (as opposed to “vendor”).
References should be correct and relevant to the experience with the recipient.
Pellea does not generally interfere with reference content left by members, vendors, or affiliates. In extremely rare circumstances, Pellea may censor, temporarily hide, or remove reference content if it violates our Reference Guidelines.
A reference may be censored, temporarily hidden, or removed in the following cases:
- Order To Remove: We are served with a court or law enforcement order to remove the reference
- Not The Author: The reference entirely reflects the experience of someone other than the author
- False Reference: The reference is false, in a meaningful way, according to information in the Pellea system
Note: When contacting us regarding trust and safety, the reporter should provide the false statement, and details of the exact location of the evidence within the Pellea website.
- Anonymous: The reference is anonymous
Note: For example, left from a blank profile that was created only to leave the reference.
- No Contact: There has been no direct interaction, either offline or over the Pellea system, between the person writing the reference and the person receiving it
- Multiple References: There are multiple references for the same confirmed visit from the same member, vendor or affiliate. In this case, we will keep the first “Vendor” reference left.
- Private Information: The reference discloses private contact information, medical condition, or legal circumstance
If you’ve received a reference that falls under the above cases, please Contact Us. Please include a link to your profile, the name of the member, vendor or affiliate whose reference you are disputing, and the exact guideline(s) you believe this reference violates.
Pellea is generally unable to verify the accuracy of references describing offline interactions, and only act when a violation of this policy has occurred.
Pellea members, vendors or affiliates can only report references left on their profile.
Note: Pellea staff reserves the right to remove any reference that undermines the integrity of the Reference System
Report Violations: If you feel another person is violating Pellea’s policies, use the Flagging or Report tools available next to posts, events, messages, and on profiles. You can also Contact Us.
Pellea © 2016 – 2021
Effective Date: January 01, 2020
SECTION 1 – INTRODUCTION
Welcome to Pellea Fitness!
SECTION 2 – INFORMATION FROM VENDORS
What information do we collect from Vendors and why?
We collect your name, company name, business type, website, email address, phone number, address, , Twitter, Facebook, Linkedin, Youtube, Pinterest or other social media handles, policies, how you will promote us, Stripe Account, PayPal Account, payment account, credit card details and GST/HST number;
Other backgrounds information, such as your store name, store description, seller info, branding, store banners, store icon, product or service name, product or service description, product or service short description, categories, feature image, gallery, SEO title, SEO descriptions, keywords and other self-descriptions you choose to give.
We need this information to give you our Services; such as, to confirm your identity, contact you, and invoice you.
We collect data about the Pellea-hosted web pages that you visit. We also collect data about how and when you access your account, including information about the device and browser you use, your network connection and your IP address.
We need this information to give you access to and improve our Services.
Upon completing the sign-up process for the products or services, and depending on your location, we may create a Pellea Payments account on your behalf. If you activate a Pellea Payments account (applicable only to Canada, US, UK, and Australia Partners), we collect your business address, business type, business ID number, date of birth (if you are an individual business owner), bank account information and government-issued identification information, such as your Social Security Number or your Social Insurance Number or, alternatively, if you are Canadian Partner and choose not to give your Social Insurance Number, a copy of your government-issued identification.
We need this information to create a Pellea Payments account for you, to give you Pellea Payments services, including fraud and risk monitoring, and to comply with applicable legal and regulatory requirements.
We collect Personal Information about our Members that you share with us or that offer while shopping or during checkout.
We use this information to give you our Services and so that you can process orders and better serve our Members.
We will also use Personal Information in other cases where you have given us your express permission.
When do we collect this information?
We collect Personal Information when you sign up for our Services when you access our Services or otherwise give us the information.
SECTION 3 – INFORMATION FROM MEMBERS
We collect the information you give to us, such as when you create an account, update your profile, use the interactive features of our Services, take part in contests, promotions or surveys, request customer or client support or otherwise communicate with us.
What information do we collect and why?
The types of information we may collect include:
Members’ username, nickname, first name, last name, full name, date of birth, current location, email address, phone number, photographs, shipping and billing address, payment details, IP address and device data;
Messages and interactive forum information, such as discussion group posts, media posts in galleries, messages to other Members and information you give in connection with activities and events;
Other backgrounds, contact and demographic information, such as your user type, languages learned, relationship status, gender type, about you, work details, educational backgrounds, professional skills, given qualifications, specific trainings, any accomplishments, personal qualities, regular hobbies, general interests, life experience, world views, personal URL, IM username, emergency contact, and other self-descriptions you choose to give.
Information stored on your mobile devices, such as your photos, calendar information and contacts, if you have permitted us to get access to this information.
Information about you from other Members such as trust ratings, friend connections, public references, and other interconnections and interactions between you and other Members.
Information provided to us by you as a part of the identity verification process. This includes the identity document and images used in the process, as well as the information included in the identity document provided.
We need this information to offer Members our Services, including supporting and processing orders, authentication, and processing payments. We also use this information to improve our Services.
When do we collect this information?
Information is collected when a Member uses or accesses our Services, such as when a Member visits a Vendor’s or Affiliate’s site, places an order or signs up for an account on a Vendor’s or Affiliate’s site.
SECTION 4 – INFORMATION FROM AFFILIATES
Affiliate are individuals or businesses that have agreed to the terms of Pellea Partner Program to work with Pellea to promote the Services by (a) referring customers or clients to Pellea; (b) developing Pellea store themes for Affiliate use; or (c) developing apps using the Pellea Application Interface (API) for Affiliate use.
What information do we collect from Affiliates and why?
We collect your name, website, payment email address and how you will promote us.
We use this information to work with you, confirm your identity, contact you, and credit you.
We collect data about the Pellea-hosted web pages that you visit and how and when you access your account, including information about the device and browser you use, your network connection and your IP address.
We use this information to give you access to and improve our Services.
We collect Personal Information about our Members that you share with us or that they give to us directly.
We use this information to work with you and to offer our Services to our Members.
We will also use Personal Information in other cases where you have given us express permission.
When do we collect this information?
We collect this information when you sign up for an Affiliate Account, when you sign up one of your Members for our Services, or when our Members sign up themselves. We also collect any other information that you might give to us.
SECTION 5 INFORMATION FROM PELLEA WEBSITES VISITORS AND SUPPORT USERS
What information do we collect and why?
From Pellea website visitors, we collect information about the device and browser you use, your network connection and your IP address. We also collect Personal Information submitted by you via any messaging feature available from any of our websites (“Messaging Feature”).
We may also receive Personal Information when you buy tickets or make other requests to Pellea via any of our websites.
From telephone support users, we collect your phone number and call audio.
From chat support users, we collect your name, email address, information about the device and browser you use, your network connection, your IP address and chat transcript.
From forum users, we collect your name, email address and website URL.
We use this information to give and enhance our Services (including servicing your account, if applicable), and answer any questions you may have.
When do we collect this information?
We collect this information when you visit Pellea-hosted web pages, use Services offered on our websites or engage with us either by email, web form, instant message, phone, or post content on or through our websites (including forums, blogs and via any Messaging Feature). We also collect any other information that you might give to us.
SECTION 6 – CONSENT
What is the age of consent?
By using these websites, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
How do you get my consent?
When our Members’, Vendors’ or Affiliates’ give us personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only.
If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent or allow you to say no.
How do I withdraw my consent?
If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at any time, by contacting our Privacy Compliance Officer here or via email at [email protected].
[Re: Privacy Compliance Officer]
SECTION 7 – DISCLOSURE
SECTION 8 – PELLEA
Our store is hosted on Pellea.com. They give us an online e-commerce platform that allows vendors to sell our products or services to members and affiliates to refer members to them.
Your data is stored through Pellea’s data storage, databases and the general Pellea application. They store your data on a secure server behind a firewall.
If you choose a direct payment gateway to complete your purchase, then Pellea stores your credit card data. It is encrypted through the Payment Card Industry Data Security Standard (PCI-DSS). Your purchase transaction data is stored only as long as is necessary to complete your purchase transaction. After that is complete, your purchase transaction information is deleted.
All direct payment gateways adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express and Discover.
PCI-DSS requirements help make sure the secure handling of credit card information by our store and its service providers.
SECTION 9 – THIRD-PARTY SERVICES
In general, the third-party providers used by us will only collect, use and show your information to the extent necessary to allow them to do the services they give to us.
However, certain third-party service providers, such as payment gateways and other payment transaction processors, have their privacy policies in respect to the information we are required to give to them for your purchase-related transactions.
For these providers, we recommend that you read their privacy policies so you can understand the way your personal information will be handled by these providers.
In particular, remember that certain providers may be in or have facilities that are located in a different jurisdiction than either you or us. So if you choose to do with a transaction that involves the services of a third-party service provider, then your information may become subject to the laws of the jurisdiction(s) in which that service provider or its facilities are located.
As an example, if you are located in Canada and your transaction is processed by a payment gateway in the United States, then your personal information used in completing that transaction may be subject to disclosure under United States legislation, including the Patriot Act.
When you click on links on our store, they may direct you away from our site. We are not responsible for the privacy practices of other sites and urge you to read their privacy statements.
Social Media Tools
SECTION 10 – SECURITY
To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed.
If you give us your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and carry out additional generally accepted industry standards.
You may change your privacy settings and decide whether certain information about you will be visible to others by navigating to “Account & Settings” on our websites and editing your “Privacy Settings.”
You may update or correct information about you or deactivate your account at any time by logging into your account and editing your profile. Pellea will not give members access to account data that is not already available to a logged-in member. Even after you deactivate your account, we may keep certain information as required by law, for legitimate business purposes or to protect member safety. If your account is deactivated, Pellea will give access to the data associated with the deactivated account upon receipt of the required legal documentation.
Location Information via Mobile Device
You can turn location-based services on and off by adjusting the settings of your Internet browser or mobile device and after the standard uninstall process and removing Pellea’s application from your device. Doing so, however, may mean that you cannot use all or a portion of our Services.
Information From Cookies and Similar Tracking Technologies
What is a cookie? A cookie is a small amount of data, which may include a unique identifier. Cookies are sent to your browser from a website and stored on your device. We assign a different cookie to each device that accesses our websites or websites.
Here is a list of cookies that we use. We’ve listed them here so you can choose if you want to opt-out of cookies or not.
_session_id, unique token, sessional, Allows Pellea to store information about your session (referrer, landing page, etc).
_Pellea_visit, no data held, Persistent for 30 minutes from the last visit, Used by our websites or websites provider’s internal stats tracker to record the number of visits.
_Pellea_uniq, no data held, expires midnight (on the visitor) of the next day, Counts the number of visits to a store by a single Member.
cart, unique token, persistent for 2 weeks, Stores information about the contents of your cart.
_secure_session_id, unique token, sessional.
storefront_digest, unique token, indefinite If the shop has a password, this is used to decide if the current visitor has access.
Opting out: You can opt-out of targeted ads served via specific third-party partners by visiting the Digital Advertising Alliance’s Opt-Out page.
We may also use web beacons, tracking technology and other automated tracking methods on our websites or websites, in communications with you, and in our products or services, to measure performance and engagement.
Please note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser.
The purpose of a cookie is to find you electronically, store your preferences for viewing our webpages, allow “remarketing” relevant to your interests based on your visits to our site, and show you relevant ads on our websites or websites and across the Internet.
Through first-party and third-party cookies, third parties may collect information about you while you are visiting Pellea-hosted web-pages and other websites. They may use these results to show you advertisements on Pellea-hosted webpages and across the Internet-based on your visits to these sites. We do not collect this information or control the advertising content that you will see.
When and why do we share Personal Information with third parties?
Pellea works with third parties to help give you our Services and we may share Personal Information with them to support these efforts. In certain limited circumstances, we may also be required to share information with third parties to conform to legal requirements or to respond to lawful requests by public authorities, including to meet national security or law enforcement requirements. We may also receive Personal Information from our partners and third parties.
Personal Information may be shared with third-party partners to help us conduct marketing and/or advertising campaigns.
Personal Information may also be shared with a company that acquires our business, whether through merger, acquisition, bankruptcy, dissolution, reorganization, or other similar transaction or proceeding. If this happens, we will post a notice on our home page.
Pellea is responsible for all transfers of Personal Information to third parties under the EU-U.S. Privacy Shield Principles, the U.S.-Swiss Safe Harbor Framework, and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA).
Pellea will always ask for your consent before sharing your Personal Information with third parties for purposes other than those described in Section 9.
Pellea remains responsible for Personal Information transferred to a third-party for processing or to support our efforts in providing you with our Services. Any Personal Information transferred to a third-party for data processing is processed our instructions, and is subject, by law, to a comparable level of protection as that provided by Pellea.
A “comparable level of protection” means a level of protection generally equal to that provided by Pellea.
What do we do with your Personal Information when you terminate your relationship with us?
We will continue to store archived copies of your Personal Information for legitimate business purposes and to comply with the law.
We will continue to store anonymous information, such as websites or websites visits, without identifiers, to improve our Services.
What we don’t do with your Personal Information?
We do not and will never share, show, sell, rent, or otherwise give Personal Information to other companies (other than to specific Pellea Partners you may be interacting with) for the marketing of their products or services.
If you are a Partner using Pellea’ Services, we do not use the Personal Information we collect from you or your Members to independently contact or market to your Members. However, Pellea may contact or market to your Members if we get their information from another source, such as from the Members themselves.
How do we keep your Personal Information secure?
We follow industry standards on information security management to safeguard sensitive information, such as financial information, intellectual property, employee details and any other Personal Information entrusted to us. Our information security systems apply to people, processes and information technology systems on a risk management basis.
We do annual audits to make sure our handling of your credit card information aligns with industry guidelines. We are certified as a PCI DSS Level 1 compliant service provider, which is the highest level of compliance available, and our platform is audited annually by a third-party qualified security assessor.
No method of transmission over the Internet, or method of electronic storage, is 100% secure. Therefore, we cannot guarantee the absolute security of your Personal Information.
Residents of the European Economic Area (“EEA”)
Pellea works with Partners and users around the world, including in the EEA. If you are located in the EEA, your personal information is processed by Pellea’s Irish partner, Pellea Inc. Please note that as part of our service, we may transfer your personal information to other regions, including Canada and the United States. To make sure that your information is protected when transferred out of the EEA, Pellea relies on the EU-U.S. Privacy Shield (described in more detail below), as well as inter-company agreements between our various partners that may process your information on behalf of Pellea International Inc.
Additionally, if you are located in the EEA, you have certain rights under European law concerning your data, including the right to ask for access to, correct, amend, delete, or limit your data. To exercise these rights, please reach out to us using the contact information below.
How do we protect your information across borders?
While Pellea Inc. is a Canadian company, we offer services to Members and our technology processes data from users around the world. Accordingly, Pellea may send your personal information outside of the country, state, or province in which you are located.
Pellea (specifically Pellea’s partners Pellea Data Processing (USA) Inc., Pellea Payments (USA) Inc., and Pellea (USA) Inc.) complies with the EU-U.S. Privacy Shield Framework, about the collection, use, and retention of Personal Information from data subjects in the European Economic Area (“EEA”), and with the U.S.-Swiss Safe Harbor Framework about the collection, use and retention of Personal Information from data subjects in Switzerland. In this regard, we have certified that we adhere to the Privacy Shield Principles of notice, choice, accountability for transfers, security, data integrity and purpose limitation, access, recourse, enforcement and liability.
If you are located in the EEA or Switzerland and believe that your Personal Information has been used in a way that is not consistent with the relevant privacy policies listed above, please contact us using the information below. If your complaint or dispute remains unresolved, you may also contact the International Centre for Dispute Resolution®, the international division of the American Arbitration Association® (ICDR/AAA). This organization provides independent dispute resolution services, at no charge to you. ICDR/AAA can be contacted at https://adr.org.
If, after attempting to resolve a dispute through ICDR/AAA, you feel that your concerns about the use of your Personal Information have not been resolved, you may seek a resolution of the issue through binding arbitration. For more information about the binding arbitration process, please visit https://privacyshield.gov.
By participating in the EU-U.S. Privacy Shield Framework and the U.S.-Swiss Safe Harbor Framework, Pellea’s participating U.S. entities are subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. For more information about the EU-U.S. Privacy Shield, please visit https://privacyshield.gov (you can view Pellea’s certification statement athttps://privacyshield.gov/participant?id=a2zt0000000TNSNAA4&status=Active). For more information about the U.S.-Swiss Safe Harbor Framework, please visit https://export.gov/safeharbor_swiss.
Control and access to your Personal Information
You keep all rights to your Personal Information and can get access to it anytime. Also, Pellea takes reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Information. You can update many types of Personal Information, such as payment or contact information, directly within your account settings. If you are unable to change your Personal Information within your account settings, please contact us to make the required changes. It’s important to remember that if you delete or limit the use of your Personal Information, the Services may not function properly.
Questions and Contact Information
[Attn: Privacy Compliance Officer]
Toronto, ON, M5B1G7, Canada
Pellea © 2016 – 2021
Effective Date: January 01, 2020
This document is meant to explain the types of cookies and other tracking technologies that Pellea may place on your device, either when you are visiting our web properties, or if you are visiting the storefront of a merchant who uses our platform to power their site.
What are cookies?
What cookies do we use and why?
Some cookies are necessary to allow you to browse our website, use its features, and access secure areas. The use of these cookies is essential for the website to work. For example, we use user-input cookies for the duration of a session to keep track of a user’s input when filling in forms that span several pages.
We also use functional cookies to remember the choices you’ve made or information you’ve provided, such as your username, language, or the region you are in. This allows us to tailor your website experience specifically to your preferences. For example, authentication cookies are functional cookies that are used for the duration of a session (or persistent, if you agree to the “remember me” function) to allow users to authenticate themselves on subsequent visits or to gain access to authorized content across pages. The functional cookies we use include:
- User-centric security cookies to detect authentication abuses for a limited persistent duration, like repeated failed login attempts. These cookies are set for the specific task of increasing the security of the service.
- Multimedia content player session cookies (flash cookies) are used for the duration of a session to store technical data needed to playback video or audio content (e.g. image quality, network link speed, and buffering parameters).
- Load balancing session cookies are used for the duration of the session to identify the same server in the pool for the load balancer to redirect user requests appropriately.
- User interface customization persistent cookies are used to store a user’s preference regarding a service across web pages.
Pellea is dedicated to user experience and we use many tools to help us improve our website and our commerce platform. To this end, we use reporting and analytics cookies to collect information about how you use our website or our merchants’ storefronts, and how often. These cookies only gather information for statistical purposes and only use pseudonymous cookie identifiers that do not directly identify you. The performance cookies we use include:
- First party analytics cookies – We use these cookies to estimate the number of unique visitors, to improve our websites and our merchants’ websites, and to detect the most searched for words in search engines that lead to a webpage. These cookies are not used to target you with online marketing. We use these cookies to learn how our websites and our merchants’ websites are performing and make relevant improvements to improve your browsing experience.
- Third-party analytics cookies – We also use Google Analytics, Hot Jar and other third-party analytics providers listed below to help measure how users interact with our website content. These cookies “remember” what our users have done on previous pages and how they’ve interacted with the website. For more information on Google Analytics, visit Google’s information page or Hot Jar, visit Hot Jar’s Information page.
Finally, Social and Content cookies are placed by many social media plugins (for example the Facebook ’like’ button), and other tools meant to provide or improve the content on a website (for example services that allow the playing of video files, or that create comments sections). We integrate these modules into our platform to improve the experience of browsing and interacting with our websites. Please note that some of these third-party services place cookies that are also used for things like behavioural advertising, analytics, and/or market research.
When merchants use our platform to power their online stores, we place the following cookies for visitors of their stores:
Cookies Necessary for the Functioning of the Store:
|_ab||Used in connection with access to admin.|
|_orig_referrer||Used in connection with shopping cart.|
|_secure_session_id||Used in connection with navigation through a storefront.|
|Cart||Used in connection with shopping cart.|
|cart_sig||Used in connection with checkout.|
|cart_ts||Used in connection with checkout.|
|checkout_token||Used in connection with checkout.|
|Secret||Used in connection with checkout.|
|Secure_customer_client_sig||Used in connection with customer or client login.|
|storefront_digest||Used in connection with customer or client login.|
Reporting and Analytics
|_landing_page||Track landing pages.|
|_orig_referrer||Track landing pages.|
|_s||Pellea Travel analytics.|
|_Pellea_Travel_fs||Pellea Travel analytics.|
|_Pellea_Travel_s||Pellea Travel analytics.|
|_Pellea_Travel_sa_p||Pellea Travel analytics relating to marketing & referrals.|
|_Pellea_Travel_sa_t||Pellea Travel analytics relating to marketing & referrals.|
|_Pellea_Travel_uniq||Pellea Travel analytics.|
|_Pellea_Travel_visit||Pellea Travel analytics.|
|_Pellea_Travel_y||Pellea Travel analytics.|
|_y||Pellea Travel analytics.|
|tracked_start_checkout||Pellea Travel analytics relating to checkout.|
When visitors load Pellea’s websites, we generally place the following Pellea cookies:
Cookies Necessary for the Functioning of the Sites
|_Brochure_session||Used in connection with browsing through site.|
Reporting and Analytics
|_landing_page||Tracks landing pages.|
|_orig_referrer||Tracks landing pages.|
|_s||Pellea Travel analytics.|
|_Pellea_Travel_fs||Pellea Travel analytics.|
|_Pellea_Travel_s||Pellea Travel analytics.|
|_Pellea_Travel_sa_t||Pellea Travel analytics relating to marketing & referrals.|
|_Pellea_Travel_uniq||Pellea Travel analytics.|
|_Pellea_Travel_y||Pellea Travel analytics.|
|_y||Pellea Travel analytics.|
|ab_test_3190590030||Pellea Travel analytics.|
|cart_sig||Pellea Travel analytics.|
|ki_r||Pellea Travel analytics.|
|ki_r||Pellea Travel analytics.|
|ki_t||Pellea Travel analytics.|
Additionally, we use pixels and tags from the following third parties, which may in turn place cookies:
Reporting & Analytics:
|Alexa Metrics||We use Alexa Metrics to help measure how users interact with our websites.||https://alexa.com/help/privacy|
|Bugsnag||We use Bugsnag to help us troubleshoot and fix issues with our websites.||https://docs.bugsnag.com/legal/privacy-policy/|
|Chartbeat||We use Chartbeat to help measure how users interact with our websites.||https://chartbeat.com/privacy/|
|Crazy Egg||We use Crazy Egg to help measure how users interact with our websites.||https://crazyegg.com/privacy|
|Fullstory||We use Fullstory to help measure how users interact with our websites.||https://fullstory.com/legal/privacy/|
|Google Analytics||We use Google Analytics to help measure how users interact with our websites.||https://policies.google.com/privacy|
|Hotjar||We use Hotjar to help measure how users interact with our websites.||https://hotjar.com/legal/policies/privacy|
|KissInsights||We use KissInsights to help measure how users interact with our websites.||https://signin.kissmetrics.com/privacy/|
|LinkedIn Analytics||We use LinkedIn Analytics to help measure how users interact with our websites.||https://linkedin.com/legal/privacy-policy|
|New Relic||We use New Relic to help measure how users interact with our websites.||https://newrelic.com/termsandconditions/privacy|
|Optimizely||We use Optimizely to help us test improvements or changes to our websites.||https://optimizely.com/privacy/|
|Bing Ads||We use Bing Ads to deliver targeted advertisements to individuals who visit our websites.||https://privacy.microsoft.com/en-ca/privacystatement|
|Drift||We use Drift to help us with conversational marketing to customers or clients while they visit our websites.||https://drift.com/privacy-policy/|
|Facebook Custom Audiences||We use Facebook Custom Audiences to deliver targeted advertisements to individuals who visit our websites.||https://facebook.com/policy.php|
|We use Google Ads to deliver targeted advertisements to individuals who visit our websites.||https://policies.google.com/privacy|
|Intercom||We use Intercom to manage our relationships with our customers or clients.||https://intercom.com/terms-and-policies – privacy|
|Marketo||We use Marketo to manage our relationships with our customers or clients.||https://documents.marketo.com/legal/privacy/|
|SourceKnowledge||We use SourceKnowledge to deliver targeted advertisements to individuals who visit our websites.||http://sourceknowledge.com/privacy|
|Quora||We use Quora to deliver targeted advertisements to individuals who visit our websites.||https://quora.com/about/privacy|
Social Media & Content:
|Disqus||We use Disqus to provide commenting capabilities on posts on our websites.||https://help.disqus.com/terms-and-policies/disqus-privacy-policy|
|Facebook Connect||We use Facebook Connect to allow visitors to our website to interact with and share content via Facebook’s social media platform.||https://facebook.com/policy.php|
|Gravatar||We use Gravatar to allow visitors to our websites to create avatars.||https://en.gravatar.com/site/privacy|
|We use Twitter to allow visitors to our website to interact with and share content via Twitter’s social media platform.||https://twitter.com/en/privacy|
|Wistia||We use Wistia to display video content.||https://wistia.com/privacy|
How long will cookies remain on my computer or mobile device?
The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device. See the section below on how to control cookies for more information on removing them before they expire.
How to control cookies?
You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible.
Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage, or filter cookies can be found in your browser’s help file or through such sites as http://allaboutcookies.org/.
Pellea © 2016 – 2021
Effective Date: January 01, 2020
Pellea Fitness is an online and offline community network and marketspace platform operated by Pellea Inc. Throughout its sites, the terms “we”, “us” and “our” refer to Pellea. Pellea offers these websites, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.
Our websites are hosted by Pellea. They give us the community network and marketspace platform that allows us to sell our products or services to you.
SECTION 1 – INTRODUCTION
Welcome to Pellea!
SECTION 2 – ELIGIBILITY, REGISTRATION, AND ACCOUNT
You must be at least 18 years old to get access to or use the Services. By registering to use our Services, you represent that you are at least 18 years old. To use certain areas and features of our Services, you will need to register for an account using either your email address or your login credentials from a third-party social media site. If you register with your email address, you agree to create a unique password that you do not use with any other online product and/or service. By registering for an account, you further agree to (a) give correct, truthful, current and complete information; (b) maintain and promptly update your account information upon any changes; (c) maintain the security of your account by protecting your password and restricting access to your account; (d) promptly notify Pellea if you discover or otherwise suspect any security breaches related to the Services; and (e) take responsibility for all activities that occur under your account and accept all risks of any authorized or unauthorized access.
SECTION 3 – INTERACTIONS WITH OTHER MEMBERS
3.1 You Have Sole Responsibility When Interacting with Other Members. Our Services give a platform for members to learn about one another, arrange the offerings of products/services, engage in activities, and communicate with one another. Pellea is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability concerning any communications, transactions, interactions, disputes or any relations whatsoever between you and any other member, person or organization. You are solely responsible for your interactions with other members of our Services. We reserve the right, but have no obligation, to check interactions between you and other members of our Services.
Remember, Pellea Services is just a platform that enables you to communicate and interact with other people around the world. We cannot be responsible for the interactions that you have with other Pellea members, so please use good judgment and keep safety in mind when you use our Services.
3.2 Identity Verification. We cannot and do not confirm each member’s identity. Although we give tools intended to help with identity verification, such as our address verification tool (as described in Section 3.3), you are solely responsible for determining the identity and suitability of others with whom you may interact through our Services. Pellea does not represent or permit that our tools are enough to decide whether it is right for you to interact with another member. Further, we do not endorse any persons who use or register for our Services. We do not investigate or verify any member’s reputation, conduct, morality, criminal background, or any information members may submit to the Services (other than the address-verification tool as described in Section 3.3). We urge you to take precautions when interacting with other members, particularly when meeting a stranger in person for the first time.
3.3 Our Address-Verification Tool. Our address verification tool is intended merely to confirm that the postal address a member submits to us is an address at which that member can get access to or receive mail. Pellea’s address verification tool is not intended to confirm that a member resides at a particular address. While this is one of many ways to reduces the risk of misconduct by a member, it is not a guarantee of any member’s identity or good faith.
3.4 Member-Hosted Events; Pellea members may organize in-person meetings and host events for other Pellea members; however, these events are not sponsored or endorsed by Pellea and members attend such meetings and events at their own risk.
3.5 Release. Because our Services are merely a platform, if you have a dispute with one or more members, to the fullest extent permitted by applicable law you release us (and our officers, directors, members, employees, agents, and partners) from claims, demands and damages (real and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
SECTION 4 – MEMBER CONDUCT AND CONTENT
The Services include interactive areas where you or other members can create, post or store content, messages, materials, data, information, text, music, sound, photos, videos, graphics or other items or materials on the Services (collectively, “Member Content”). You are solely responsible for your use of such interactive areas and agree that your use of these areas is at your own risk.
4.1 Member Content Restrictions. You are solely responsible for any Member Content that you give, post, or send via our Services. You agree not to post, upload to, send, distribute, store, create or otherwise publish through the Services, Member Content that we believe, in our sole discretion:
(a) is unlawful, libellous, defamatory, harassing, threatening, invasive of privacy or publicity rights, or that would otherwise create liability or violate any municipal, provincial, federal or international law;
(b) has nudity, sexually explicit content or is otherwise obscene, pornographic, indecent, lewd, suggestive or sexually exploitative of minors;
(c) may disparage any ethnic, racial, sexual or religious group by stereotypical depiction or is otherwise abusive or inflammatory;
(d) depicts the use of illicit drugs;
(e) has offensive language or images or is otherwise objectionable;
(f) incites violence or characterizes violence as acceptable, glamorous or desirable;
(g) has unsolicited promotions, political campaigning, advertising or solicitations, without our earlier written consent;
(h) has private or personal information about another person, unless such person has agreed to the disclosure of this information;
(i) contains viruses, corrupted data or other harmful, disruptive or destructive file viruses, cancelbots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
(j) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party. By posting Member Content, you represent and warrant that you have the lawful right to distribute and reproduce such Member Content; or
(k) would constitute, encourage, or give instructions for a criminal offense or violate the rights of any third-party. Pellea is not responsible for any Member Content that you or other members post, send or store through the Services. We have no obligation to post Member Content from you or anyone else and we may, in our sole discretion, edit, remove, or delete any Member Content without notice. If you become aware of Member Content that violates these Terms, you may tell us of such content by using the reporting tools provided on our Services. Enforcement of these Terms, however, is solely in our discretion and the absence of enforcement in some instances does not Waive our right to enforce the Terms in other instances. Also, these Terms do not create a private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
4.2 Member Conduct. By accessing or using the Services, you agree to act responsibly, exercise good judgment, and comply with the Community Guidelines. Also, you agree not to:
(a) use the Services in violation of any applicable law or regulation, including promoting or encouraging any illegal activity;
(b) infringe the rights of any third-party, including without limitation, intellectual property, privacy, publicity or contractual rights;
(c) use the Services in any way that could interfere with, disrupt, negatively affect or inhibit other members from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any way;
(d) use our Services in connection with the distribution of spam (which we define as unsolicited bulk e-mail or any other unsolicited messages of a commercial, religious, romantic, political or other nature not within the intended purposes of the Services);
(e) stalk, intimidate, threaten or otherwise harass or cause discomfort to any other member of our Services;
(f) collect or store any information about any other member other than as permitted on our Services;
(g) use our Services for any commercial purpose whatsoever, unless with prior written consent from Pellea;
(h) register for more than one member account;
(i) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, whether by providing or omitting to give information;
(j) circumvent or attempt to defeat any security or verification measure on the use of these Services;
(k) hold yourself out as an agent, representative, employee or partner of Pellea, including but not limited to when you host an event for other Pellea members or sign up to be a Pellea Ambassador; or
(l) help any third party in doing any of the foregoing.
SECTION 5 – SUBMISSIONS
Separate and apart from Member Content, we welcome questions, comments, suggestions, and ideas about Pellea and our Services (“Submissions”). If you give a Submission, whether by email or otherwise, you agree that it is non-confidential (unless Pellea states otherwise in writing) and shall become the sole property of Pellea. Pellea shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise. You acknowledge that Pellea is not obligated to give acknowledgment or compensation to you in exchange for Submissions.
SECTION 6 – COPYRIGHT AND LIMITED LICENSE
Unless otherwise indicated, the Services and all content and other materials on the Services, including, without limitation, the Pellea logo, and all designs, text, graphics, pictures, videos, information, data, software, sound files and other files, and the choice and arrangement thereof (collectively, the “Pellea Materials”) are the proprietary property of Pellea or our licensors or members and are protected by Canadian and international copyright laws.
You are granted a limited, non-exclusive and non-sublicensable license to get access to and use the Services and Pellea Materials; however, such license is subject to these Terms and does not include: (a) any resale or commercial use of the Services or the Pellea Materials; (b) the distribution, public performance or public display of any Pellea Materials; (c) modifying or otherwise making any derivative uses of the Services and the Pellea Materials, or any part thereof, unless the modification or derivative use is specifically permitted under applicable law or provided for under separate terms; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any part of the Services, the Pellea Materials or any information contained therein, except as expressly permitted on the Services; or (f) any use of the Services or the Pellea Materials other than for their intended purposes. Any use of the Services or the Pellea Materials other than as specifically authorized herein, without the earlier written permission of Pellea, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.
SECTION 7 – REPEAT INFRINGER POLICY
Following the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Pellea has adopted a policy of terminating, in the right circumstances and in Pellea’s sole discretion, members who are deemed to be repeat infringers. Pellea may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any members who we believe may infringe any intellectual property rights of others, whether or not there is any repeat infringement.
SECTION 8 – COPYRIGHT COMPLAINTS
If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement with the Pellea Copyright Agent as set forth below.
[RE: Address of Designate Agent]
Toronto, ON, M5B1G7, Canada
Email Address of Designated Agent: [email protected]
You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of ours relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
SECTION 9 – TRADEMARKS
“Pellea,” the Pellea logos and any other Pellea service name or slogan contained on the Services are trademarks of Pellea and may not be copied, imitated, or used, in whole or in part, without the earlier written permission of Pellea or the applicable trademark holder. You may not use any meta tags or any other “hidden text” utilizing “Pellea” or any other name, trademark or product and/or service name of Pellea without our earlier written permission. Also, the look and feel of the Services, including all page headers, custom graphics, button icons, and scripts, are the service mark, trademark and/or trade dress of Pellea and may not be copied, imitated or used, in whole or in part, without our earlier written permission. All other trademarks, registered trademarks, product/service names, and names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us. Any authorized use of these trademarks must be following guidelines that Pellea may give you from time to time.
Our logo and the terms “Pellea” and “Pellea”, as well as other terms and visual elements that you might see throughout the Pellea Services, are protected trademarks. However, we do support members using these trademarks in the right ways, such as to make your T-shirts or to create local Pellea community social media pages.
SECTION 10 – HYPERLINKS
You are granted a limited, non-exclusive right to create a text hyperlink to the Services, provided such link does not portray Pellea or any of our services in a false, misleading, derogatory or otherwise defamatory way and provided further that the linking site does not contain any adult or illegal material or any offensive material, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Pellea logo or other proprietary graphic of Pellea to link to the Services without the express written permission of Pellea. Further, you may not use, frame or use framing techniques to enclose any Pellea trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout/design of any page or form contained on a page of the Services without Pellea’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary rights of Pellea or any third-party.
SECTION 11 – THIRD-PARTY CONTENT
SECTION 12 – TERMINATION
If you are in breach of these Terms, or any other policies or community standards we have in place from time to time, we may, in our discretion at any time: (a) terminate your access to our Services, (b) deactivate or delete your account and all related information and files in such account and/or (c) bar your access to any of such files or Services. In any of these instances, you are not permitted to register for another Pellea account without our earlier written permission.
In rare circumstances, when we feel it is necessary to protect the safety or the well-being of the Pellea community, we will remove a member’s account from our Services. We don’t take this decision lightly, but it is sometimes required.
SECTION 13 – DISCONTINUANCE OF SERVICES
We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any part of our Services.
SECTION 14 – MEMBER’S REPRESENTATIONS AND WARRANTIES
14.1. You hereby represent and warrant that you have the full power and authority to enter and do under these Terms. If you are using our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.
14.2. You hereby represent and warrant that you will use our Services in a way consistent with any applicable local, provincial, national, and international laws and regulations, including, but not limited to.
14.3. If you are (a) located in, under the control of, or a national or resident of any country to which Canada has embargoed goods or services, (b) identified as a “Specially Designated National”, or (c) placed on the Commerce Department’s Denied Persons List, you represent and warrant that you will not engage in financial transactions with, or commercial activities on, Pellea (including making payments in connection with any identity verification tools provided by Pellea). Without limiting the foregoing, you are solely responsible for determining whether you have complied with travel restrictions to and from certain countries, including travel to and from countries other than Canada.
14.4. You hereby represent and warrant that you will not use the Services if the laws of your country prohibit you from doing so under these Terms (such as, if you are not allowed to give the types of personal information that we require or if you are prohibited from participating in certain Internet activity). By using the Services, you represent and warrant that such use will not violate, or cause us to violate, the laws of your country.
SECTION 15 – DISCLAIMER OF WARRANTIES
15.1. IF YOU USE OUR SERVICES, YOU DO SO AT YOUR SOLE RISK. OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN.
15.2. WE DO NOT REPRESENT OR WARRANT THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY INFORMATION THAT YOU MAY OBTAIN THROUGH OUR SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES WILL MEET YOUR EXPECTATIONS; (E) ANY INFORMATION YOU PROVIDE OR WE COLLECT WILL NOT BE DISCLOSED TO THIRD PARTIES; OR (F) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.
15.3. IF YOU ACCESS OR TRANSMIT ANY CONTENT THROUGH THE USE OF OUR SERVICES, YOU DO SO AT YOUR DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
15.4. NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US OR THROUGH OR FROM OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SECTION 16 – LIMITS ON LIABILITY
16.1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL PELLEA, OR OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO (A) THE USE OR INABILITY TO USE OUR SERVICES; (B) THE COST OF REPLACEMENT OF ANY GOODS, SERVICES OR INFORMATION PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (D) DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF WE KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (E) STATEMENTS, CONDUCT OR OMISSIONS OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY ON OUR SERVICES; (F) YOUR OR ANYONE ELSE’S CONDUCT OR ACTS IN CONNECTION WITH THE USE OF THE SERVICES; OR (G) ANY OTHER MATTER ARISING FROM, RELATING TO OR CONNECTED WITH OUR SERVICES OR THESE TERMS.
16.2. WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS, WHETHER OR NOT SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL.
16.3. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED US DOLLARS ($100).
16.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF SECTIONS 16 AND 17 MAY NOT APPLY TO YOU.
16.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FOR FRAUD.
SECTION 17 – INDEMNITY
You shall defend, indemnify and hold harmless Pellea (and each of our officers, directors, members, employees, agents, and partners) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or about (a) your use of our Services; (b) any Member Content or Submissions you give; (c) your violation of these Terms; (d) your violation of any rights of another; or (e) your conduct in connection with the Services. Further, if you are using the Services on behalf of any entity, you represent and warrant that such entity agrees to indemnify you and Pellea for violations of these Terms following this Section. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and decide whether we wish to settle it, and if so, on what terms.
SECTION 18 – REPORTING MISCONDUCT
If you interact with anyone through our Services who you feel is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behaviour, who steals from you or engages in any other disturbing conduct, we strongly urge you to immediately report such person to the right authorities and us by contacting us using the Pellea Help Center. Please note that although we urge you to report misconduct, we are not responsible or liable for our members’ actions, and we are not obligated to take any action.
SECTION 19 – DISPUTES
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH PELLEA AND IT LIMITS HOW YOU CAN SEEK RELIEF. You and Pellea agree to arbitrate any dispute arising from these Terms or about the Services, except that you and Pellea are not required to arbitrate any dispute in which either party seeks fair or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. SUBJECT TO ANY RIGHTS YOU MAY HAVE UNDER APPLICABLE LAW, ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Pellea agree that you will notify each other of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution before any demand for arbitration, that any arbitration will occur in Toronto, Ontario and that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. You and Pellea also agree that the provincial or federal courts in Toronto, Ontario have exclusive jurisdiction over any appeals of an arbitration award and any suit between the parties not subject to arbitration. Other than class rules and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU AND PELLEA WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
SECTION 20 – MISCELLANEOUS
20.1 Assignment. You may not assign any of your rights or obligations under these Terms without prior written consent from Pellea. Pellea may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
20.2 Entire Agreement. These Terms contain the entire agreement and supersede all earlier and contemporaneous understandings, between the parties about their subject.
20.3 Waiver. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
20.4 Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall stay in full force and effect.
20.5 Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
20.6 Survival. Sections 3.5 (Release), 4 (Member Conduct and Content), 5 (Submissions), 9 (Trademarks), 11 (Third-Party Content), 14 (Member’s Representations and Warranties), 15 (Disclaimer of Warranties), 16 (Limits on Liability), 17 (Indemnity), 19 (Disputes), and this Section 20 (Miscellaneous) shall survive any termination or expiration of these Terms
Pellea © 2016 – 2021
Terms of Service
Effective Date: January 01, 2020
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this online store.
You may not use our products or services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not send any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Service, use of the Service, or access to the Service or any contact on these websites through which the service is provided, without express wrote permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not correct, complete, or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to change the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to check changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products or services are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through these websites. These products or services or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products or services that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be correct.
We reserve the right but are not obligated, to limit the sales of our products or services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or services or product/service pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product/service at any time. Any offer for any products or services made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or order. These restrictions may include orders placed by or under the same customer or client account, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we may attempt to tell you by contacting the e-mail and/or billing address/phone number provided when the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, seem to be placed by dealers, resellers, or distributors.
You agree to give current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates so that we can complete your transactions and contact you as needed.
For more detail, please review our Return Policy.
SECTION 7 – OPTIONAL TOOLS
We may not give you access to third-party tools over which we neither check nor have any control or response.
You acknowledge and agree that we give access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and any endorsement. We shall have no liability whatsoever arising from or on your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should make sure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through these websites (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS/TERMS
Certain content, products, or services available via our Service may include materials from third parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites or any other materials, products, or services of third-parties.
SECTION 9 – USER COMMENTS, FEEDBACK, AND OTHER SUBMISSIONS
If at our request, you send certain specific submissions (such as contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you send to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, check, edit or remove content that we decide in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any rights of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary rights. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related websites. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
SECTION 11 – ERRORS, INACCURACIES, AND OMISSIONS
Occasionally there may be information on our site or in the Service that has typographical errors, inaccuracies, or omissions that may relate to product/service descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related websites is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related websites, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related websites should be taken to show that all information in the Service or on any related websites has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to do or take part in any unlawful acts; (c) to violate any international, federal, state/provincial or municipal regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to give false or misleading information; (g) to upload or send viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related websites, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, harm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related websites, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related websites for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.
We do not warrant that the results that may be obtained from the service will be correct or reliable.
You agree that from time to time we may remove the service for indefinite periods or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products or services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Pellea Inc., our directors, officers, employees, partners, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products or services procured using the service, or for any other claim related in any way to your use of the service or any product/service, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states, provinces or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states, provinces or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless Pellea Inc. and our parent, subsidiaries, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable part shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred before the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we give you Services shall be governed by and construed by the laws of Toronto Ontario, Canada.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can check the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our websites. It is your responsibility to check our websites periodically for changes. Your continued use or access to our websites or the Service after the posting of any changes to these Terms of Service constitutes acceptance of those changes. Your continued use of or access to our websites or the Service after the posting of any changes to these Terms of Service constitutes is acceptance of those changes
SECTION 20 – CONTACT INFORMATION
Please Contact Us with any questions about these Terms. You can contact us by email at [email protected]
Questions about the Terms of Service should be sent to us at [email protected].
Pellea © 2016 – 2021
Rewards Program Policy
Effective Date: January 01, 2020
The Rewards Program is not targeted towards, nor intended for use by, anyone under the age of 18. If you are under the age of 18, you may not use the Rewards Program even under the supervision of a parent or legal guardian who agrees to be bound by these terms.
There are no membership fees associated with the Rewards Program and rewards (“Points”, “Ranks”, and “Achievements”) have no cash value.
Your rewards are registered at your account under the Rewards Program. They are personal to you and may not be sold, transferred, or assigned to, or shared with, family, friends, or others.
Vendors (”merchants”) who utilize this platform accept that a percentage of the purchase price up to 20% can be paid for by rewards on this platform. Vendors (”merchants”) are prohibited from refusing to accept payment up to the amount specified above in relation to products or services sold on this platform.
The following mentioned terms apply to your access to, and participation in, the Rewards Program (“Rewards Program”), which is operated by Pellea Corporation or its subsidiaries and affiliated companies (collectively, “Pellea”) in Canada.
Pellea reserves the right to terminate your account and/or your participation in the Rewards Program if Pellea believes that you have violated these terms or that the use of your account is unauthorized, fraudulent or otherwise unlawful or in violation of these terms.
Pellea also reserves the right to “unregister” and make ineligible for the Rewards Program any Pellea account that has been inactive for two (2) consecutive years. Inactive is defined as no purchase activity.
Pellea reserves the right to terminate, discontinue or cancel the Rewards Program at any time and in its sole discretion without notice to you. Any rewards that remain after cancellation will be forfeited.
Do not alter in any way these terms or any other agreement you may have with Pellea for products/services or otherwise. Pellea reserves the right to change or modify the Rewards Program or any policy, FAQ, or guideline pertaining to the Rewards Program at any time and at its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to the Rewards Program and you waive any right you may have to receive specific notice of such changes or modifications. Your continued participation in the Rewards Program will confirm your acceptance of such changes or modifications; therefore, you should review the terms and applicable policies frequently to understand the terms that apply to the Rewards Program. If you do not agree to the amended terms, you must stop participating in the Rewards Program.
Pellea Inc. © 2016 – 2021
Partner Program Agreement
Effective Date: January 01, 2020
By clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, using the Partner Platform or participating in any Partner Program activities, you agree to be bound by the applicable sections of the Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and Pellea Inc. (“Pellea”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at fitness.pellea.com/partner-program-agreement/. Pellea reserves the right to update and change the Agreement by posting updates and changes here: fitness.pellea.com/partner-program-agreement/. If a significant change is made, we will provide reasonable notice by email, posting a notice on the Pellea Partner Blog and/or in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any terms and documents incorporated by reference.
Everyday language summaries are provided for convenience only and are not legally binding. Please read the entire Agreement for the complete picture of your legal requirements. This Agreement governs your activities as a Partner, including access to the Partner Dashboard and participation in the activities described on the Partner Program website. Be sure to occasionally check back for updates.
Part A – Terms Applicable to All Partners
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Associate” is an individual or business that promotes the service by registering, and being approved by Pellea, for a unique referral link (an “Associate Link”) to refer customers or clients to Pellea.
“Associate Account” means an Associate Account.
“Associate Dashboard” means the internal administrative page that allows Associates to manage their Associate Account.
“Customer or Client” means any individual that visits or transacts via the Merchant Store.
“Customer or Client Data” means information (including personal information) relating to a Customer or Client, including, but not limited to, order information, payment information, and account information.
“Merchant” means an individual or business that uses the Service to sell products or services.
“Merchant Agreement” means the agreement entered into between a Partner and the Merchant governing the Merchant’s use of the Partner’s services.
“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information, and any Customer or Client Data.
“Merchant Store” means the Merchant’s commerce presence hosted by Pellea, including their online store and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Store.
“Partner” means an individual or entity that has agreed to the terms of this Agreement and participates in the Pellea Partner Program.
“Partner Account” means a Partner Account.
“Partner Dashboard” means the internal administrative page that allows Partners to manage their Partner Account.
“Partner Manager” means the Pellea employee designated by Pellea from time to time as the Partner’s primary Pellea contact.
“Payment Period” has the meaning as set out in Section 3.2.
“Partner Program” means Pellea’s program for Partners that provides exclusive access to resources and, as applicable, the opportunity to earn a revenue share.
“Revenue Generating Activity” means a revenue-generating activity carried out by Partner, as determined by Pellea, including the following:
- Transfer to Merchant by Partner of a Development Store created by Partner and the registration by such Merchant for a paid Pellea account; and
- A Revenue Generating Activity will be attributed to Partner on the date the Merchant makes the initial payment of fees for the relevant Merchant Store.
“Service” means the Pellea hosted commerce platform available via fitness.pellea.com and any associated websites that are used by Merchants to sell products and services and manage their businesses across different sales channels.
“Pellea Creative” means any marketing and/or promotional materials relating to Pellea and/or Pellea brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Pellea Trademarks.
“Pellea Related Entities” means any entity that directly or indirectly controls, is controlled by or is under common control with, Pellea; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“Pellea Trademarks” means the trademarks, logos, service marks, and trade names of Pellea Inc., whether registered or unregistered, including but not limited to the word mark PELLEA.
“Websites” means any websites that are managed by a Partner and that relate to Partner’s activities according to this Agreement.
- Partner Responsibilities
2.1. Marketing Activities
- Partner shall bear all costs and expenses related to Partner’s marketing or promotion of Pellea or any Pellea Related Entity, and, as applicable, Partner’s other products or services associated with Partner’s participation in the Partner Program (Collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Pellea in its sole discretion.
- In no event shall Partner engage in any Partner Marketing Activities except as expressly outlined in this Agreement. If Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to Pellea to send emails regarding the offering of Pellea and Pellea Related Entities to the individuals on the Opt-in List (and Pellea may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner shall comply with all applicable laws, rules, regulations, and directives, including but not limited to those relating to email marketing and “spamming”.
- Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding Pellea and/or Pellea Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information at the top and bottom of any email regarding Pellea, Pellea Related Entities, the Service and/or the Pellea platform; and (iii) not imply that such emails are being sent on behalf of Pellea or Pellea Related Entities.
- A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Pellea and/or Pellea Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Pellea and/or Pellea Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to Pellea and/or Pellea Related Entities; (iv) solicit Merchants to leave the Pellea Service; (v) copy, resemble or mirror the look and feel of Pellea’s websites, Pellea Trademarks or Services or otherwise misrepresent Partner’s affiliation with Pellea and/or Pellea Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of Pellea and/or Pellea Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Pellea or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy.
2.2. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder following the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
2.3. Partner Duty to Inform
Partner shall promptly inform Pellea of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against Pellea and/or the Pellea Related Entities by any third party.
2.4. Partner Duty to Disclose
If Partner is acting as an agent on behalf of a Merchant, then Partner shall disclose to the Merchant any Fees that Partner is entitled to receive from Pellea following this Agreement that is associated with such Merchant.
2.5. Other Partner Terms
- If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides.
- To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Pellea may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that Pellea will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Pellea cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password.
- If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents, and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents, or subcontractors.
- Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any subsidiaries of Partner.
- Partner acknowledges and agrees that Pellea may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Pellea’s website, available at fitness.pellea.com/partner-program-agreementand such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Pellea will provide reasonable notice by email, posting a notice on the Pellea Partner Blog and/or in the Partner Dashboard. Partner’s continued participation in the Pellea Partner Program after the amended Partner Program Agreement is posted to Pellea’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Pellea Partner Program.
- Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Pellea Trademarks and/or the names or trademarks of any Pellea Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Pellea Trademarks or the names or trademarks of any Pellea Related Entity.
- Fees and Payments
3.1. Revenue Sharing Plans
Subject to (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities according to the Partner Program, Partner shall be entitled to receive certain fees or credits from Pellea (the “Fees”) or (the “Credits”). The revenue sharing plans applicable to the different types of Partners are set out in Part B.
- Credits due to Partner under the Reference Plan will be calculated by Pellea once per month upon receipt of payment from the Merchant, for each month that the Merchant Store is active, provided that Partner has carried out at least one (1) Revenue Generating Activity in the immediately preceding 12-month period (as set out in Part B, Section 3.1).
- Pellea distributes Fees owing to its Partners twice per calendar month (each such period, a “Payment Period”). The first Payment Period occurs during the first half of the month, and the second Payment Period occurs during the second half of the month. The Fees described in Section 3.2.1 will be paid in either the first Payment Period or the second Payment Period, depending on the date that the Fee was calculated by Pellea. Where the Fees owing to Partner are greater than CAD$25 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than CAD$25 at the end of any Payment Period, Pellea shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are CAD$25
3.3. Additional Payment Information
- All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation.
- Notwithstanding anything to the contrary in this Agreement, Pellea shall not be responsible to pay any Fees:
- Related to revenues that have been refunded to Merchants by Pellea;
- Related to fraudulent sales;
- Related to revenues that have been subject to chargebacks; or
- To Partners who are employed by Pellea (whether full-time, part-time, term or any other employment type relationship); or
- Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment type relationship).
- If any Fees paid by Pellea are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Pellea shall have the right, at its sole discretion, to: (A) reclaim any Fees paid to Partner in error; or (B) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to Pellea, Partner shall pay to Pellea the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
- Pellea reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the Pellea blog and/or in the Partner Dashboard. In the event of any disputes over Fees, Pellea’s determination will be final and binding.
- Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
- Fraudulent or other unacceptable behaviours by Partner, including breach of the Acceptable Use Policy, as determined by Pellea in its sole discretion, may result in one or more of the following actions being taken by Pellea: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
- Pellea reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Pellea will provide reasonable notice by email, posting a notice on the Pellea blog and/or in the Partner Dashboard.
4.2. Consequences of Termination
Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Pellea Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any Pellea Creative and/or any Pellea Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard or to receive any payments of Fees hereunder, unless otherwise determined by Pellea in its sole discretion.
- Intellectual Property Rights
5.1. Pellea Creative
- All Pellea Creative will be solely created and provided by Pellea unless otherwise agreed to by Pellea in writing in advance. Pellea will provide Partner with copies of or access to Pellea Creative. By using the Pellea Creative, you indicate your acceptance of our Pellea Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the Pellea Creative. The Pellea Creative is provided “as is” and without warranty of any kind.
- Partner may display Pellea Creative on the Websites solely for the purpose of marketing and promoting the Service and any Pellea brands permitted by Pellea and by Pellea Related Entities during the term of this Agreement, or until such time as Pellea may, upon reasonable prior notice, instruct Partner to cease displaying the Pellea Creative. Partner may not alter, amend, adapt or translate the Pellea Creative without Pellea’s prior written consent. Nothing contained in any Pellea Creative shall in any way be deemed a representation or warranty of Pellea or of any of Pellea Related Entity. The Pellea Creative shall at all times be the sole and exclusive property of Pellea and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Pellea to make changes or modifications to the Pellea Creative.
5.2. Pellea Trademarks
During the term of this Agreement, Pellea hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to display the Pellea Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use Pellea’s Trademarks only as permitted hereunder; (b) it will use the Pellea Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Pellea in writing from time to time, including but not limited to the Pellea Trademark Usage Guidelines; (c) the Pellea Trademarks are and shall remain the sole property of Pellea; (d) nothing in this Agreement shall confer in Partner any right of ownership in the Pellea Trademarks and all use thereof by Partner shall inure to the benefit of Pellea; and (e) Partner shall not, now or in the future, apply for or contest the validity of any Pellea Trademarks; and (f) Partner shall not, now or in the future, apply for or use any term or mark confusingly similar to any Pellea Trademarks.
5.3. Restrictions on Partner’s Use of the Pellea Trademarks
Notwithstanding Section 5.2, Partners shall not use any Pellea Trademark including but not limited to the shopping bag logo or the word mark PELLEA or variations of the word “Pellea” in Partner’s business name, logo, products or services, including without limitation, the name or design of any Application or Theme, unless granted express written permission by Pellea in advance of such use.
5.4. Proprietary Rights of Pellea
As between Partner and Pellea, the Pellea Creative, Pellea Trademarks, all demographic and other information relating to Merchants prospective Partners and Partners, the Services Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Pellea and/or Pellea Related Entities or otherwise related to the Service, Pellea Partner Program, Pellea and/or Pellea Related Entities, together with all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Pellea Property”) shall be and remain the sole and exclusive property of Pellea. To the extent, if any, that ownership of any Pellea Property does not automatically vest in Pellea by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Pellea, upon the creation thereof, all rights, title, and interest Partner may have in and to such Pellea Property (and waives any moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
- “Confidential Information” shall include, but shall not be limited to, any information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer or client lists, prospective customer or client lists, names, addresses and other information regarding customers or clients and prospective customers or clients, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans, and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Pellea and Partner, Merchant Data and Customer or Client Data is the Confidential Information of Pellea.
- Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and following any other obligations in this Agreement including this Section 6. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without the use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
- Disclaimer of warranty
The Pellea Partner Program the Service, the Pellea Trademarks, the Pellea Creative are provided “as-is”. Pellea makes no warranties hereunder, and Pellea expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Pellea further disclaims all representations and warranties, express or implied, that the Service, the Pellea Trademarks, the Pellea Creative, satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.
- Limitation of Liability and Indemnification
8.1. Limitation of Liability
Pellea shall have no liability concerning the Pellea Partner Program, the Service, the Pellea Trademarks, the Pellea Creative or Pellea’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Pellea Trademarks, the Pellea Creative, or Partner’s participation or inability to participate in the Pellea Partner Program, even if Pellea has been advised of the possibility of such damages. In any event, Pellea’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Pellea during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and Pellea is not obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances shall Pellea be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations shall apply even if Pellea has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
8.2. Partner Indemnification
Partner agrees to indemnify, defend and hold harmless Pellea and any Pellea Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), concerning any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Pellea and Pellea Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (e) any third party claim that Partner’s products or services, infringes the intellectual property or other rights of a third party; (f) the performance, non-performance or improper performance of the Partner’s products or services, and (g) Partner’s relationship with any Merchant.
8.3. Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
8.4. Non-exclusive remedies
In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Pellea under this Agreement and under applicable law, Pellea shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting a bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Pellea in connection with such violation, following the provisions of this Section 8.
- General provisions
9.1. Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable because of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance according to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
9.2. Independent Contractors
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date by email to Partner’s email address listed in the Partner Account, and to [email protected].
9.5. No Waiver
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be outlined in a written instrument signed by the waiving Party.
9.6. Entire Agreement
This Agreement, including any completed application form and all guidelines and other documents, linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any prior agreements, written or oral, of the Parties concerning the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives. Pellea shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Pellea’s prior written consent, to be given or withheld in Pellea’s sole discretion.
9.8. Applicable Laws
This Agreement shall be governed by and interpreted following the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada concerning any dispute or claim arising out of or in connection with this Agreement.
9.9. Patent Non-Assertion
Partners covenant not to assert patent infringement claims against Pellea, Pellea Related Entities, or Pellea products and services.
9.10. Competitive or Similar Materials
Pellea is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of their similarity to Partner’s products or services, provided that Pellea does not use Partner’s Confidential Information in so doing.
If Partner provides any feedback (including identifying potential errors and improvements) to Pellea concerning the Partner Program, the Pellea Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to Pellea all right, title, and interest in and to the Feedback, and Pellea is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, the Pellea Creative and/or the Service and to create other products and services. Pellea will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.
9.12. Beta Services
From time to time, Pellea may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Pellea will provide to Partner before Partner’s use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of Pellea and subject to the confidentiality provisions of this Agreement. Pellea makes no representations or warranties that the Beta Services will function. Pellea may discontinue the Beta Services at any time in its sole discretion. Pellea will have no liability for any harm or damage arising out of or in connection with a Beta Service.
9.13. Service Providers
Partner may work with service providers as necessary to facilitate Partner’s performance under this Agreement. Partner acknowledges and agrees that any act or omission by Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.
.9.14. Industry Standards
- Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Partner System”) must be properly configured to Internet industry standards to securely operate Partner’s Website, Applications, and Themes, as applicable. If Partner does not completely control some aspect of the Partner System, Partner will use all influence that Partner has over the Partner System to do so. Partner must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
- Also, if Partner has access to Merchant Data, Partner: (i) shall only use or store such information to provide the Partner’s services to the Merchant to whom the Merchant Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) shall not communicate with Customers or Clients or Clients directly or indirectly, provided however that Partner may contact Customers or Clients if the information is obtained from another source, such as from the Customers or Clients themselves; (iii) shall only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data relates; (iv) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner’s provision of the Partner’s services; and (vi) shall notify Pellea of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Pellea, the Pellea Related Entities, Merchants or Customers or Clients; and (D) regularly communicate the progress of its investigation to Pellea and cooperate to provide Pellea with any additional requested information promptly.
Part B – Additional Terms Applicable to Specific Partners
Part B contains terms applicable to Partners generally.
- FTC Guidelines
- The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Pellea, Associates receives credits for the referrals made to Pellea. This may establish a “material connection” according to FTC rules, which creates an obligation for an Associate to provide disclosure to consumers.
- Full compliance with these guidelines requires that information be provided by Associate to consumers clearly and conspicuously, outlining that an Associate is being compensated for referring Customers or Clients to Pellea. For further information, an Associate may refer to the statement released by the FTC regarding these guidelines.
- Prohibited Activities
- Stores cannot be used to process orders on behalf of the Merchant.
- A Merchant cannot be a store opened and/or owned by a Partner and for which that Partner seeks fees according to this Agreement. A Partner will be deemed to have introduced only those Merchants that: (a) access Pellea from that Associate’s Referral Link assigned by Pellea; or (b) are added through a Store within the Associate’s Pellea Associate Dashboard.
- Revenue Sharing Plans for Partners
- The “Reference Plan” is a revenue-sharing plan that pays Associates to introduce Pellea to a customer or client through a referral link associated with the Associate’s Dashboard. Unless otherwise agreed to in writing by Pellea, under the Reference Plan, an Associate that refers a Customer or Client, using Pellea Service, is entitled to a percentage of revenue to be determined by Pellea in its sole discretion, with Pellea being entitled to the remaining percentage. The Associate will receive a variable one-time credit of zero percent – two percent (0% – 2%) of one month’s revenue received from such Customers or Clients. Any credits are given to an Associate will be paid in two parts. The first half of the credits will be given within 30 days after the Customer or Client pays Pellea their credits. The second half of the credits will be given within 30 days of the end of the calendar month in which the first half of the credits were given. The Reference Plan may also apply where a Customer or Client is introduced to Pellea by more than one Associate using the Associates’ Referral Link. Pellea reserves the right to revise the revenue share amounts applicable to the Reference Plan and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to Associate. Such notice will be provided by email, posting a notice on the Pellea blog and/or in the Associate Dashboard. To continue receiving a revenue share for Associates under the Reference Plan, the associate must carry out at least one Revenue Generating Activity in each consecutive 12-month period. Pellea reserves the right to revise the revenue share applicable to the Reference Plan, and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to the Associate. Such notice will be provided by email, posting a notice on the Pellea blog, and/or in the Associate Dashboard.
- The “Bounty Plan” is a revenue-sharing plan that pays Merchants a variable, one-time payment (“Bounty”) for selling products or services. Unless otherwise agreed to in writing by Pellea, under the Bounty Plan, a Merchant that sells products or services to a Customer or Client, using Pellea Service, is entitled to a percentage of revenue to be determined by Pellea in its sole discretion, with Pellea being entitled to the remaining percentage. The Merchant will receive a variable one-time fee of eighty percent – ninety percent (80% – 90%) of one month’s revenue received from such Customers or Clients. Any fees are payable to a Merchant will be paid in two parts. The first half of the Fees will be paid within 30 days after the Customer or Client pays Pellea their fees. The second half of the Fees will be paid within 30 days of the end of the calendar month in which the first half of the fees were paid. The Bounty Plan may also apply where a Customer or Client is introduced to Pellea by more than one Associate using the Associates’ Referral Link. Pellea reserves the right to revise the revenue share amounts applicable to the Bounty Plan and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to Merchant. Such notice will be provided by email, posting a notice on the Pellea blog and/or in the Merchant Dashboard. To continue receiving a revenue share for Merchants under the Bounty Plan, the merchant must carry out at least one Revenue Generating Activity in each consecutive 12-month period. Pellea reserves the right to revise the revenue share amounts applicable to the Bounty Plan and any ongoing obligations to receive revenue share from time to time, at its sole discretion, upon reasonable prior notice to Merchant. Such notice will be provided by email, posting a notice on the Pellea blog and/or in the Merchant Dashboard.
- For each Referred Customer or Client identified and product(s) or service(s) delivered to Customer or Client, Partner will be entitled to receive Fees from either the Reference Plan or the Bounty Plan, but not both. Where the Associate introduces Pellea to a Referred Customer or Client through the Associate’s Associate Link associated with Associate’s Dashboard, the Associate will be entitled to receive Fees following the Reference Plan. Where the Merchant sells products or services to customers or clients through a Store associated with Merchant’s Dashboard, the Merchant will be entitled to receive Fees following the Bounty Plan. Whether the Associate or Merchant receives Fees, in respect to the Referred Customer or Client identified or product(s) or service(s) delivered to Customer or Client under either the Reference Plan or the Bounty Plan is at Pellea’s sole and absolute discretion.
- Pellea reserves the right to (i) demand and receive information from Associates about any Referred Customer or Client, including but not limited to information concerning traffic sources and methods used to acquire the Referred Customer or Client, and (ii) assess the legitimacy and qualification of such Referred Customer or Client to determine whether fees are payable for such Referred Customers or Client.
Associates will use their best efforts to (i) promote and market Pellea, and (ii) identify for Pellea prospective Referred Customers or Clients.
Merchants will use their best efforts to (i) promote and market Pellea, and (ii)
Deliver for Pellea Products and Services to Customers or Clients.
- Unauthorized and Prohibited Activities
A Partner shall not:
- Promote or advertise Pellea and/or Pellea Related Entities on a coupon, deal, or discount sites or GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;
- Use its Ref Link directly in any pay-per-click advertising;
- purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Pellea Trademarks and/or the names or trademarks of any Pellea Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Pellea Trademarks or the names or trademarks of any Pellea Related Entity;
- Create or participate in any third-party networks or sub-Associate networks without the express written permission of Pellea;
- use or encourage any means of delivering fraudulent traffic, including but not limited to the use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
- Use direct linking to any page on any Pellea website, without prior written permission from Pellea; or
- Mask its referral sites or use deceptive redirecting links.
Pellea © 2016 – 2021
Effective Date: January 01, 2020
The Terms and Conditions described here constitute a legal agreement (“Agreement”) between you (if your business is a sole proprietorship) or your business (if you are signing up on behalf of a corporation or other legal entity) (the “Merchant”, “you” or “your”) and Pellea Payments (Canada) Inc., a Canadian corporation (“Pellea”, “we”, “us”, or “our”).
A. The Pellea Payments Service
- Our Role
The Pellea Payments service (“Pellea Payments” or the “Services”) is an (i) payment account boarding; (ii) payment underwriting; and (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”) as described more fully in this Agreement. The Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability, and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
Under the separate Pellea’s Terms of Service (the “Pellea Terms”), Pellea Inc. provides you with an online storefront, shopping cart, store management, marketing, SEO and other services (collectively, the “Pellea Services”).
Neither Pellea Inc. nor Pellea Payments (Canada) Inc. is a bank, payment institution or money services business, but are instead, respectively, a supplier of the Pellea Services supplied under the Pellea Terms and of the Services under this Agreement.
- The Processor
The Processor is Stripe Payments Canada, Ltd., a British Columbia limited liability corporation, which is a technical service provider and may offer the services as an agent of one or more financial institutions in Canada (each, a “Financial Services Provider”). The processing and settlement of your Transactions (as defined below) (“Payment Processing”) are carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the Canada Terms of Service and the applicable Financial Services Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms which is a legal agreement between you and the Processor.
Pellea is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
The Processor’s role is to accept and process credit cards, debit cards and other types of payments (collectively “Cards”) concerning sales of your products and services through internet-based transactions (“Card Not Present Transactions” or “CNP Transactions”). If applicable, POS Equipment permits the transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions” or “CP Transactions”) as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions, and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.
- Your Role
To utilize the Services, you must be a business located in Canada.
- The Services
Pellea hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above.
You shall not: (i) permit any third party to access the Services, including but not limited to your Pellea Admin, except as permitted herein and to carry out transactions; (ii) create derivate works based on the Services; (iii) copy, frame or mirror any part of the content of the Services, other than copying or framing for your internal business purposes, (iv) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of Services; or (v) access the Services to build a competitive product or service.
It is your responsibility to obtain your customers’ or clients’’ consent to be billed for each Transaction or, as the case may be, regularly, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”) and MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card network (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
- Payment Methods
The Services support most Payment Network Cards including credit, debit, pre-paid, or gift cards. You assume the sole and exclusive responsibility for the use of the Services. You also assume the sole and exclusive responsibility for Transactions under the Processor Terms. You are solely responsible for verifying the identity of customers or clients and the eligibility of a presented payment Card used to purchase your products and services, and Pellea does not guarantee or assume any liability for Transactions authorized and completed which may later be reversed or charged back (See section D5 below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Pellea or the Processor may add or remove one or more types of Payment Networks or Cards as a supported payment Card or Payment Network in their sole discretion at any time without prior notice to you.
- Customer or Client Service
Pellea will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Pellea will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing Services. You assume the sole and exclusive responsibility for providing customer service or support to your customers or clients for any issues related to your products and services, including, but not limited to, issues arising from the processing of customers’ or clients’’ Cards through the Services.
You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct taxes to the proper tax authority, whether in customers’ or clients’’ jurisdictions, your jurisdiction or elsewhere. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction. Pellea retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Pellea deems such reporting necessary. You hereby indemnify and hold Pellea harmless from and against any liability related to Taxes and filings made by Pellea in respect thereof. You agree that we may send you any tax-related information electronically.
- Your Customers or Clients
If prohibited by law, you will not impose any fee or surcharge on a customer that seeks to use an eligible payment card. You will provide a receipt to your customer after the purchase transaction that includes all information required under Payment Network Rules and applicable law.
We maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers or clients that are stored in our servers from unauthorized access, accidental loss, or modification. Pellea cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
- Data Security
You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data”, and as pertains to your customers or clients, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and as applicable, Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Pellea with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage, or transmission of Card information, including cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules.
- Audit Right
If Pellea believes that a security breach or compromise of Data may have occurred, Pellea may require you to have a third party auditor, that is approved by Pellea, conduct a security audit of your systems and facilities and issue a report to be provided to Pellea, and, at Pellea’s discretion, to Processor, it’s Financial Services Provider, Payment Networks and law enforcement, at your sole cost and expense.
We will at all times comply with the provisions of applicable data protection law. If we process any personal data on your behalf when performing our obligations under this Agreement, we and you both agree that we intend that you shall be the data controller and we shall be the data processor about that data. We shall process the personal data only under the terms of this Agreement and any lawful instructions reasonably given by you to us from time to time.
We will notify you (within a reasonable time frame) if we receive a request from a person to have access to or to erase that person’s data, a complaint or request relating to your obligations under applicable data protection legislation, or any other communication relating directly to the processing of any personal data in connection with this Agreement.
We will provide you with reasonable cooperation and assistance concerning any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, helping you to comply with any data subject access requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold concerning a person making a complaint or request (again, within a reasonable timescale).
You acknowledge that we are relying on you for direction as to the extent to which we are entitled to use and process the personal data in the Cardholder Data that you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
You consent to the exchange of your information between the account you have established through the Pellea Services and the Pellea Payments account established under this Agreement; Pellea will commingle such accounts and refers to them, together, in this Agreement as the “Pellea Payments Account”.
- Privacy of Others
If you receive information about others, including cardholders and other customers or clients, through the use of the Services, you must keep such information confidential and only use it in connection with the Services or as otherwise permitted by the subject of such information.
You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the subject thereof to do so. You may not disclose Cardholder Data to any third party, other than in connection with processing a Card Transaction requested by your customer.
- Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Services (for example, including those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions outlined in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders, (ii) submit any Card Transaction for processing that does not arise from your sale of goods or service to a customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Card Transaction, or (v) use the Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of Payment Network Rules.
You further agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access our systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us; (iii) permit any third party to use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangements; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Services except as expressly allowed under this section.
- Suspicion of Unauthorized or Illegal Use
We reserve the right to not provide Services in respect of any Transaction you submit which we believe in our sole discretion is in violation of this Agreement, any other Pellea or Processor agreement, or exposes you, Pellea or Processor or any other third party to actual or potential risk or harm, including but not limited to fraud and other criminal acts. You are hereby granting us authorization to share information with law enforcement about you, your Transactions, or your Pellea Payments Account.
- Payment Network Rules
The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard, and American Express are available on the Internet at the following links: Visa, MasterCard, and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
- Disclosures and Notices
You agree that Pellea can provide disclosures and notices, including tax forms that we deem appropriate, regarding the Services to you by posting such disclosures and notices in your Pellea Admin on our website, emailing them to the email address listed in your Pellea Account, or mailing them to the address listed in your Pellea Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to your Pellea Admin on our website or emailed to you unless we receive notice that the email was not delivered.
- Automatic Reminders
We may use automated telephone dialing, text messaging systems, and email to provide messages to you about your Pellea Payments Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number which you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications, even if the information is communicated to an unintended recipient. You understand that, when you receive such calls or electronic communications, you may incur a charge from the company that provides you with telecommunications, wireless, and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.
B. Getting a Pellea Payments Account
The Services are only made available to persons in Canada that operate a business selling goods and services. You may not use the Services for non-commercial, personal, family, or household purposes. To use Pellea Payments for your business, you are required to register for a Pellea Payments Account. When you register for a Pellea Payments Account, we will collect information such as your name if you are a sole proprietor, your business or trade name, your address, email, phone number, business identification or registration number, and certain other information that we require. We may also collect personal information (including name, birth date, and government-issued identification number) about your beneficial owners or principals.
You may register as an individual (sole proprietor) or as a corporation or other legal entity. If you register as a corporation or other legal entity, you must be authorized to act on behalf of such entity, have the authority to bind the entity to this Agreement, and you must agree to this Agreement on behalf of such entity. If you have so agreed, the term “Merchant”, “you” or “you’re” will mean you, the natural person acting as a business if you are a sole proprietor, or if you have registered as a corporation or other legal entity, it will mean that entity. You understand that by registering for a Pellea Payments Account, you are also registering for a Processor Account under the Processor Terms and that you are simultaneously providing your information to Pellea to open a Pellea Payments Account, and to Processor to establish your Processor Account.
- Company Descriptions and Site URL
As part of your registration, you must provide the name under which you do business (which may be the business’s legal name or a “doing business name”) (e.g. MyStore Online Widgets), and a billing descriptor. These two fields and your site URL (e.g. mystore.com) may appear in your customers’ or clients’ credit or debit card statements. To avoid customer confusion and Transaction disputes, you must enter a description that identifies your business. You hereby agree to indemnify us from any costs, liabilities, losses, or expenses from disputes due to your failure to do so.
- Verification and Underwriting
To verify your identity, we may, at our discretion, require additional information including your company registration number or a business number, your HST, GST or tax number, and if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk including but not limited to business invoices, reseller authorization or distributor information, a driver’s license or other government-issued identification, or business license, for you or any of the owners or principals of your business. We may ask you for your financial statements. We may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in the suspension or termination of your Pellea Payments Account and Processor Account. You authorize us to retrieve additional information about you from third parties and other identification services.
After we have collected and verified all your information, we will review your account and determine if you are eligible to use the Services. We will notify you once your Pellea Payments Account has been either approved or deemed ineligible for use of the Services.
By accepting the terms of this Agreement, you are providing us with authorization to retrieve information about you by using third parties, including credit bureaus and other information providers. You acknowledge that such information retrieved may include your name, address history, credit history, and other data about you. We may periodically update this information to determine whether you continue to meet the eligibility requirements for a Pellea Payments Account.
You agree that Pellea is permitted to contact and share information about you and your application (including whether you are approved or declined), your Pellea Payments Account, and Processor Account with the Processor and other third parties to perform the Services. This includes sharing information (i) about your Transactions for regulatory or compliance purposes, (ii) for use in connection with the management and maintenance of the Services, (iii) to create and update our and their customer records about you and to assist us and them in better serving you, and (iv) to conduct our and their risk management process.
- Designated Country
In registering for a Pellea Payments Account, you are obliged to identify the location from where you are operating the business that will use the Services in Canada. By registering for a Pellea Payments Account, you are confirming that you are either a legal resident of Canada or you are duly licensed as a business entity authorized to conduct business in Canada. The Services and Pellea Payments Account may only be used in Canada.
By accepting this Agreement you confirm that you will satisfy these requirements.
- Prohibited Businesses
The following categories of businesses and business practices are prohibited from using the Pellea Payments Service (“Prohibited Businesses”). Prohibited Business categories may be imposed through Payment Network Rules or the requirements of the Processor’s Financial Services Providers. The types of businesses listed below are representative, but not exhaustive. If you are uncertain as to whether your business is a Prohibited Business or have questions about how these requirements apply to you, please contact us. We may add to or update the Prohibited Business list at any time.
Financial and professional services
Investment & credit services
Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; lending instruments
Money and legal services
Money transmitters, check to cash, wire transfers, money orders; currency exchanges or dealers; bail bonds; collections agencies; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm (e.g., firms cannot use Pellea Payments to hold client funds, collection or settlement amounts, disputed funds, etc.)
Virtual currency or stored value
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value, quasi-cash or credits maintained, accepted and issued by anyone other than the seller
IP Infringement, regulated or illegal products and services
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party; use of Pellea intellectual property without express consent from Pellea; use of the Pellea name or logo including use of Pellea trade or service marks inconsistent with the Pellea Trademark Usage Guidelines, or in a manner that otherwise harms Pellea or the Pellea brand; any action that implies an untrue endorsement by or affiliation with Pellea
Counterfeit or unauthorized goods
Unauthorized sale or resale of a brand name or designer products or services; sale of goods or services that are illegally imported or exported
Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
Regulated products and services
Marijuana dispensaries and related businesses; alcohol or alcoholic beverages; sale of tobacco, e-cigarettes, or accessories including e-juice or e-liquid; online pharmacies or pharmacy referral services; age-restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis
Adult content and services
Pornography and other obscene materials (including literature, imagery, and other media). Sites offering any sexually-related products or services such as prostitution, massage parlors, dating-services, companion/escort services; international match-making and mail-order brides; pay-per-view, adult live chat or call features; child pornography, fetish gear, and services including S&M paraphernalia; hard-core sexually-oriented products and services; sex shows, sex clubs, topless bars, strip shows, and other adult entertainment; widgets that allow you to access pornography or pornographic ads
Unfair, predatory, or deceptive practices
Get rich quick schemes
Investment opportunities or other services that promise high rewards
Mug shot publication or pay-to-remove sites
Platforms that facilitate the publication and removal of content (such as mug shots), where the primary purpose of posting such content is to cause or raise concerns of reputational harm
Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers
Products or services that are otherwise prohibited by our financial partners
Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds
Any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs
Event or festival tickets, event ticket resellers, including theme park ticket reseller
Embassies, foreign consulates or other foreign governments
Human hair, fake hair, or hair-extensions; age verification services; bankruptcy lawyers; computer technical support; psychic services; extended warranties; travel reservation services and clubs; airlines; cruises; timeshares; chain-letters; essay mills; flea markets; prepaid phone cards, phone services, and cell phones; telemarketing, telecommunications equipment, and telephone sales; shipping or forwarding brokers; door-to-door sales; negative response marketing; credit card and identity theft protection; the use of credit to pay for lending services; any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
Pyramid schemes, network marketing, and referral marketing programs
Pharmaceuticals or Pseudo pharmaceuticals
Pharmaceuticals and other pseudo-pharmaceutical products that make health claims (e.g. retinol creams, lash growth serums, products containing hyaluronic acid, etc.) and medical devices
Social media activity
Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity
Substances designed to mimic illegal drugs
Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom)
Video game or virtual world credits
Sale of in-game currency unless the merchant is the operator of the virtual world
Use of Pellea Payments in a manner inconsistent with its intended use or as expressly prohibited in the Terms of Service
Use of Pellea Payments principally as a virtual terminal (e.g., submitting card transactions by manually inputting card information); processing where there is no bona fide good or service sold, or donation accepted; card testing; evasion of card network chargeback monitoring programs; sharing cardholder information with another merchant for payment of upsell or cross-sell product or service; offering substantial rebates or incentives to the cardholder after the original purchase
- Pellea Payments Fees
You agree to pay the fees for Processing that are set out in your Pellea Admin on our website which are incorporated herein by reference (the “Processing Fees”). Processing Fees shall be collected from you by Processor on our behalf under the terms of the Stripe Connected Account Agreement
Fees for Pellea Services are collected by Pellea according to the Pellea Terms (the “Pellea Service Fees”).
Processing Fees and Pellea Service Fees shall be referred to herein collectively as the “Fees”.
You are obligated to pay all applicable taxes, fees and other charges imposed by any governmental authority, including without limitation any value-added tax, goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
We reserve the right to change the Fees at any time, subject to a thirty (30) day notice period to you under Section A18, above. If you continue to use the Services and Processor Services for such thirty (30) days then you are deemed to have accepted the change in Fees contemplated by such notice.
In addition to the Fees, you are also responsible for any penalties and fines imposed on you or us by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from your use of the Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.
- Security Interest
As security for performance of your obligations under this Agreement, you grant us a priority lien and security interest in (and in Quebec, a hypothec on), all funds processed and deposited into all Payout Accounts (as defined in the Processor Terms) and any other bank accounts associated with your Processor Account, and in any funds processed using the Payment Processing Services. These security interests and liens (and hypothecs) will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you including without limitation your obligation to pay any amounts due and owing to us. The hypothec created according to this section is granted for the sum of fifty million dollars with interest at the rate of twenty-five percent per annum. This amount and this rate are a formal amount and formal rate to satisfy the requirements of the law in Quebec and do not affect the amount of the actual obligations you owe to us. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain, and enforce this security interest.
- Pre-Authorized Debits (“PADs”)
You authorize us and our respective vendors and agents to initiate debit and credit entries to the bank account associated with your Processor Account (the “Bank Account”), or any other account maintained by you at any institution that is a member of the Canadian Payments Association, all under this Agreement. You agree that any withdrawal by us and our vendors and agents under this Agreement are PADs for business purposes, as defined under Rule H1 of the Canadian Payments Association. You hereby waive the right to receive advance notice from us and our vendors and agents of any such debits. This authorization will remain in effect after termination of this Agreement and until all of your obligations to us have been paid in full. If you change the Bank Account, this PAD authorization will apply to the new account and you shall provide us in writing such information regarding the new account as we deem necessary. Such a new account shall thereafter be and become the “Bank Account” for this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Bank Account. If you change the Bank Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Bank Account. You may revoke this PAD authorization upon thirty (30) days’ prior written notice to us, but any such revocation shall constitute a material breach of this Agreement. You may obtain a sample cancellation form, as well as further information on your right to cancel a PAD authorization by contacting your financial institution or by visiting cdnpay.ca. You have certain recourse rights if any debit does not comply with this PAD Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on your recourse rights, you may contact your financial institution or visit cdnpay.ca.
- Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by requesting that the Processor deduct the corresponding amounts from the Reserve Account (as such term is defined in the Processor Terms) or from funds payable to you arising from the settlement of Card Transactions, and remit such amounts to us on your behalf. If these amounts are not sufficient to meet your obligations to us, we may charge or debit your Bank Account or credit card associated with your Pellea Services account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you in advance.
In addition to the amount due, delinquent accounts may be charged with fees that are incidental to the collection of delinquent accounts and chargebacks including, but not limited to, collection fees and convenience fees and other third party charges.
You hereby explicitly agree that all communication about delinquent accounts will be made by electronic mail or by phone, as provided to Pellea by you. Such communication may be made by Pellea or by anyone on its behalf, including but not limited to a third-party collection agent.
- Contesting Chargebacks
You or Pellea may elect to contest chargebacks assessed to your account. Pellea may provide you with assistance including notifications and software to help contest your chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks.
You permit us to share records or other information required with the Cardholder, the Cardholder’s financial institution, and your financial institution to help resolve any chargeback. You acknowledge that your failure to provide us with complete and accurate information promptly may result in an irreversible chargeback being assessed.
If the Cardholder’s issuing bank or the Payment Network does not resolve a dispute in your favour, we may recover the chargeback amount and any associated fees from you as described in this Agreement.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating chargeback disputes.
D. Termination and Other General Legal Terms
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Services or until terminated by you or by Pellea.
You may terminate this Agreement by closing your Pellea Payments Account at any time by following the instructions on our website in your Pellea Admin. We may terminate this Agreement and close your Pellea Payments Account at any time for any reason upon notice to you under Section A18 above. We may suspend your Pellea Payments Account and your access to the Services and any rights in respect of your Pellea Payments Account, or terminate this Agreement at any time or for any reason, including if (i) we determine in our sole discretion that you may be ineligible for the Services because of the risk associated with your Pellea Payments Account, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement or the Processor Terms; or (iii) upon request of Payment Network, Processor or a Card issuer. Termination of the Processor Terms may, at the discretion of Pellea, result in termination of this Agreement. Termination of this Agreement shall entitle Pellea to cause the Processor to terminate the Processor Terms.
If the Processor terminates the Processor Terms or indicates its intention to do so, or if you elect to cease processing with such Processor, we have the right, but not the obligation, to offer you a substitute payment processor that is integrated with the Pellea Payments Account. Upon your acceptance of the terms of service of such a substitute payment processor, they shall be deemed to have replaced the Processor contemplated herein provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute payment processor.
- Effects of Termination
Upon termination and closing of your Pellea Payments Account, we will immediately discontinue your access to the Services. You agree to complete all pending Transactions, immediately remove all logos for Cards, and stop accepting new Transactions through the Services. You will not be refunded the remainder of any Fees that you have paid for the Services if your access to or use of the Services is terminated or suspended. Any funds in the Financial Services Provider’s custody will be paid out to you subject to the terms of your Payout Schedule (as defined in the Processor Terms).
Termination does not relieve you of your obligations as defined in this Agreement and Processor may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to chargebacks, fees, refunds, or other investigations or proceedings.
Termination of this Agreement will not necessarily terminate your Pellea Terms unless Pellea determines otherwise.
Upon termination you agree: (i) to immediately cease your use of the Services; (ii) to discontinue use of any Pellea or Processor trademarks and to immediately remove any Pellea or Processor references and logos from your website and/or physical location if applicable; (iii) that the license granted under this Agreement shall end; (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (v) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Services or deletion of your information or account data; and (vi) you will still be liable to us for any fees or fines, or other financial obligation incurred by you or through your use of the Services before termination.
The Services are licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret, and other intellectual property laws. We own the title, copyright, and other worldwide Intellectual Property Rights (as defined below) in the Services and all copies of the Services. This Agreement does not grant you any rights to our trademarks or service marks.
For this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.
- Your Liability and Indemnification Concerning Liabilities
Nothing in this Agreement shall serve to diminish your liability under the Processor Terms or Pellea Terms. You are obliged to fulfill your obligations under this Agreement and those under the Processor Terms and Pellea Terms.
Pellea has agreed to indemnify and hold Processor harmless for some, and in some cases, all, of your liabilities occurring under the Processor Terms, including but not limited to Disputes (including but not limited to chargebacks), Refunds, Reversals, Returns, and Fines (as such terms are defined in the Processor Terms). Insofar as Pellea becomes liable to Processor or any other third party for any penalties, fines, fees or other liabilities under or in respect of the Processor Terms, the Services, the Payment Processing Services or the Payment Network Rules, you agree to indemnify and hold Pellea harmless from and against any such liabilities. Additionally, we may require a personal guaranty from a principal of a business for funds owed under this Agreement.
You agree to indemnify and defend Pellea, our affiliates, and their respective employees, agents and service providers (each, a “Pellea Entity”) against any claim, suit, demand, loss, liability, damage, action or proceeding (each, a “Claim”) brought by a third party against a Pellea Entity, and you agree to fully reimburse the Pellea Entities for any Claims that result from (i) your breach of any provision of this Agreement; (ii) any Fees, fines, penalties, Disputes, Reversals, Returns, chargebacks (as such terms are defined in the Processor Terms) or any other liability we incur that results from your use of the Services; (iii) negligent or willful misconduct of your owners, employees, contractors, or agents; (iv) contractual or other relationships between you and your customers or clients; or (v) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions, including but not limited to the indemnification of Processor or any Payment Network.
- Your Representations, Warranties, and Covenants
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least eighteen (18) years of age; or if you are a corporation or other entity, that the person entering into this agreement on your behalf is at least eighteen (18) years of age, is authorized to act on your behalf, and has the authority to bind you to this Agreement; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; and (c) the name identified by you when you registered is your name or business name under which you sell goods and services and the information that you have provided to us is accurate and complete.
You hereby covenant to us that: (a) any sales Transaction submitted by you will represent a bona fide sale by you; (b) any sales Transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer; (c) you will fulfill all of your obligations to each customer for which you submit a Transaction and will resolve any disputes or complaints directly with your customers or clients; (d) you and all Transactions initiated by you will comply with all applicable laws, rules, and regulations applicable to your business, including but not limited to any applicable tax laws and regulations; (e) except in the ordinary course of business, no sales Transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity; (f) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services; (g) any information you provide to us will be accurate and complete.
- NO WARRANTIES
THE SERVICES AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR FROM (I) PELLEA; (II) PROCESSOR, SUPPLIERS OR LICENSORS OF PELLEA OR PROCESSOR; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”), WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT WE DO NOT HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND WE CANNOT ENSURE THAT YOUR CUSTOMERS OR CLIENTS WILL COMPLETE A TRANSACTION OR ARE AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER PELLEA, THE PROCESSOR NOR THE FINANCIAL SERVICES PROVIDER WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
- Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED ABOVE) BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR PELLEA PAYMENTS ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION D8, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO PELLEA DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF PELLEA OR PROCESSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION D8 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Services are controlled and operated from facilities in Canada and the United States. We make no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States, Canadian, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, Canada or are a foreign person or entity blocked or denied by the United States government or the Government of Canada.
- Disputes; Choice of Law; Jurisdiction and Venue, Miscellaneous
You agree that any disputes arising out of or relating to this Agreement or the Services shall be resolved under this Section D9.
This Agreement is governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, except for the security interest or hypothec created under Section C2 above, which will be governed by and construed under the laws of the applicable province in which such security interest or hypothec is registered, and in each case without regard to its choice of law provisions to the contrary. The exclusive venue for any actions or claims arising under or related to this Agreement shall be a court of competent jurisdiction in Ottawa, Ontario, Canada.
Pellea may or may direct Processor to, respond to and comply with any subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. The Processor or any Financial Services Provider may deliver or hold any funds or any Data as required under such Legal Process, even if you are receiving funds or Data on behalf of other parties. Where permitted by law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent, or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
- Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at http://fitness.pellea.com/, in your Pellea Admin on our website, or any other website maintained or owned by us to provide services in terms of this Agreement. Any use of the Services after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you without our prior written consent but may be assigned by us without consent or other restriction.
- Change of Business
You agree to give us at least thirty (30) days prior notification of your intent to change your current product or services types, your business or trade name, or how you accept payment. You agree to provide us with prompt notification within three (3) days if you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, bankruptcy or similar action or proceeding initiated by or against you or any of your principals (any of the foregoing, a “Bankruptcy Proceeding”). You also agree to promptly notify us within three (3) days of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of your or your parent entity. You will also notify us within three (3) days of any judgment, writ, warrant of attachment or execution, or levy against 25% or more of your total assets.
You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court in connection with any Bankruptcy Proceeding, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Payment Network Rules or the law.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
- Third-Party Services and Links to Other Web Sites
- Force Majeure
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Sections C1 or D5, including without limitation for Reversals, chargebacks, Claims, Fines, Fees, Refunds or unfulfilled products and services.
- Entire Agreement; Remedies
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Pellea concerning the provision of the Services. Except as otherwise set out herein, in the event of a conflict between this Agreement and any other Pellea or Processor agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Pellea and our vendors and suppliers and sets forth your exclusive remedies concerning the Services and your access and use of the Services. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect under their terms upon the termination of this Agreement: Sections A6 Payment Methods, A8 Taxes, A10 Security, A11 Data Security, A12 Audit Right, A13 Privacy, A14 Privacy of Others, A15 Restricted Use, A16 Suspicion of Unauthorized or Illegal Use, A17 Payment Network Rules, A18 Disclosures and Notices, A19 Automatic Reminders, Section C Processing Card Transactions and Receiving Your Funds in its entirety, and Section D Termination and Other General Legal Terms in its entirety.
Pellea © 2016 – 2021
Effective Date: January 01, 2020
At Pellea Inc., we do everything we can to make sure you are happy with your purchase, but we know that sometimes a product or service is just not right. We’ve made our return policy as easy as possible. For our return policy see the sections below.
Thank you for shopping at Pellea Inc.
Please read this return policy carefully. This is the Return Policy of Pellea Inc. and is licensed by Pellea Inc.
Products or Services Requirements
We can issue members refunds, minus the service fee for products up to 28 days after the delivery date of the product and refunds, minus the service fee for services up to 7 days after the delivery date of the service.
To be eligible for a refund, your product(s) or service(s) must be unused. It must also be of the original delivery date.
To complete your refund request, we need a receipt or proof of purchase.
Please do not send your receipt or proof of purchase back to the vendor (‘merchant”).
We recommend contacting us for help if you experience any issues purchasing our products or services.
Once your refund request is received and reviewed, we will send you an email to notify you that we have received a receipt or proof of purchase for our products or services. We will also notify you of the approval or rejection of your refund.
If you are rejected, then Pellea Inc. will tell the member that the return has been rejected and no refund will be issued to the member. The member can choose one of the following options.
If you are approved, then your refund will be processed, and a credit will automatically be applied to your credit card or original method of payment, within a certain amount of days.
Late or missing refunds
If you haven’t received a refund yet, first check your bank account again, then contact your credit card company. It may take some time before your refund is officially posted.
Next, contact your bank. There is often some processing time before a refund is posted.
If you’ve done all of this and you still have not received your refund yet or have any question about our Returns Policy, please contact us:
By visiting this page on our website: https://fitness.pellea.com/contact-us
Pellea Inc. © 2016 – 2021
Effective Date: January 01, 2020
I, hereby agree that by clicking to accepting these terms and conditions, I consent to waive certain legal rights, including the right to sue the following party, and, if applicable, its owners, trainers, representatives, and facilities from any physical, material, tangible or intangible, loss or damages that may happen to me during my participation in any of the services (hereinafter, “Fitness Services”) undertaken while under their instruction or thereafter: Pellea Fitness (the “Fitness Provider”).
I will be voluntarily participating in the Fitness Services that will be conducted by the Fitness Provider. These Fitness Services will include, but not be limited to the following:
Endurance, Strength, Flexibility, Balance and any other fitness services provided by this platform.
My acceptance of these terms and conditions confirm that I agree with and understand the following:
- It is my responsibility to consult a physician before participating in this or any fitness program and I affirm that I have no medical conditions that would restrict me from participating in any of the Fitness Services.
- I agree to hold the Fitness Provider, and if applicable, its owners, trainers, and representatives, harmless from any damage, whether tangible or intangible, that may happen to me while participating in the Fitness Services. Such injuries may include, but are not limited to, muscle strains, muscle sprains, muscle spasms, heart attacks, raised blood pressure, and broken, fractured, or dislocated bones.
- I agree that the Fitness Provider offers Fitness Services with no guarantee of results. I agree that I am solely responsible to maintain the diet and fitness regime appropriate for my level of health and stamina, and I agree that any results that occur, whether positive or negative, are the effects of my own personal choices.
- I agree that participation in the Fitness Services is not a replacement for actual medical care, and that if I do experience medical issues, I will contact my doctor immediately.
- I agree and verify that all of the information that I have given the Fitness Provider and its representatives is accurate, up-to-date, and without the omission of any known medical issues.
- I agree and verify that If I have omitted any necessary personal information, whether knowingly or unknowingly, I will hold the Fitness Provider harmless against all liability for any damages that may occur to myself or to others because of my actions or inactions.
- I agree to keep the Fitness Provider apprised of any changes or upcoming changes concerning my physical health and personal information.
- I understand and agree that it is my responsibility to let the Fitness Provider know if I find myself in any pain or discomfort before, after, or during the Fitness Services.
- If I do require medical treatment or attention while or after participating in the Fitness Services, I agree that the medical costs are mine and mine alone and hold the Fitness Provider blameless from any charges, fees, or costs that my conditions may incur.
This Fitness Services Waiver will bind and be enforceable against me and all of my personal representatives. I agree that this Fitness Services Waiver should be enforceable to the fullest extent of the law, and if any portion is held invalid, the remainder should continue in full legal force and effect.
I specifically acknowledge and agree that this document is not intended to be a general release, which would be limited under all applicable laws.
This Fitness Services Waiver shall be construed and interpreted as broadly as possible in the applicable jurisdiction.
ASSUMPTION OF RISK. I understand and am aware that my participation in the Fitness Services involves risks. These risks may lead to tangible or intangible harm, and I agree that they may result not only from my own actions but also from the actions of others. With the knowledge and understanding of these risks, I choose, of my own will and volition, to continue participating in the Fitness Services.
I am also aware that there are risks that I may not have considered, yet I waive my right to any claims that may occur from these unconsidered risks and I choose, of my own will and volition, to participate in the Fitness Services.
COVENANT NOT TO SUE. I will not start any lawsuit or other court action against the Fitness Provider, nor will I join any such proceeding, including any claim for money damages. I acknowledge and agree that I am entering a covenant not to sue the Fitness Provider in any capacity, including to hold the Fitness Provider liable for any injury, loss, or damage sustained by me or my property, even if it is due to the Fitness Provider’s negligence or omission. I also waive the right of any of my insurers’ to make any such claim.
INDEMNIFICATION: I agree to defend and indemnify the Fitness Provider and any of its affiliates (if applicable) and hold them harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to my use or misuse of the Fitness Services or my conduct or actions. I agree that the Fitness Provider shall be able to select its own legal counsel and may participate in its own defense, if desired.
REPRESENTATION: I am over 18 (eighteen) years of age, and am medically and physically able to participate in the Fitness Services.
GOVERNING LAW: This Fitness Services Waiver shall be governed by and construed in accordance with the internal laws of Ontario, Canada without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and provincial or state courts located in the following county in any legal suit, action, or proceeding arising out of or based upon this Fitness Services Waiver.
I have read the above Fitness Services Waiver fully and I understand and agree to its contents. I understand and agree that by accepting these terms and conditions this Fitness Services Waiver I forfeit any right, claim, or ability to hold the Fitness Provider responsible for any tangible or intangible damages, loss of property, or loss of life that may occur during or after my use of the facilities and participation in the Fitness Services.
Pellea Inc. © 2016 – 2021