Terms of Use Updated: Jul 30, 2019

  1. What's in These Terms and Conditions?

    Please Read These Terms and Conditions Carefully Before Using This Site

    These terms and conditions tell you the rules for using our website https://www.yodify.com/ (the “Site”). The Site is owned and operated by Yodify, Inc. (the “Company”, “We” “we”, “us”, “Our” or  “our”).

    These terms and conditions apply to Buyers and Sellers using the Yodify platform (as defined in the Marketplace Platform Agreement) and to visitors of the Site.

    By Using Our Site You Accept These Terms And Conditions

    By using our Site, you confirm that you accept these terms and conditions and that you agree to comply with them. If you do not agree to these terms and conditions, you must not use our Site.

    We recommend that you print a copy of these terms and conditions for future reference.

    By using our Site you acknowledge that we are an online marketplace that brings together Sellers and Buyers. Our role is simply to act as this marketplace platform.
  2. There are Other Terms That may Apply to You

    1. Buyers

      If you buy anything via the Site, your contract for the purchase of any Products is not with Yodify! It is the Seller who you contract with.


      1. If you choose to purchase a Product, you will be entering into a direct contract with the Seller for the supply of the Product, and/or for the provision of the service and you will be responsible for paying the Seller in accordance with the terms of the Marketplace Platform Agreement and the Seller’s own Seller Conditions (as defined in the Marketplace Platform Agreement). The Seller will pay us a commission as a result of your purchase. 
      2. We will not have a contractual relationship with you for the purchase of any Products provided by any Seller, and our relationship with you in relation to these Products is simply to operate this marketplace platform through which you make your transaction with the Seller.
    2. Sellers

      If you sell anything via the Site, you are selling directly to the Buyer and not to Yodify. You will enter into a direct contractual relationship with the Buyer. You will be directly responsible for fulfilling all obligations to the Buyer, such as delivery, managing Product returns and satisfying Product warranties. Please read the Marketplace Platform Agreement carefully before selling on this Site. You are responsible for presenting your own Seller Conditions to Buyers subject to the Marketplace Platform Agreement and the Selling on Yodify Notice.
  3. We may Make Changes to Our Site

    We may update and change our Site from time to time without notice to reflect changes to our products or services, our users' needs and our business priorities.

    We are under no obligation to update our Site or its content.
  4. We may Suspend of Withdraw Our Site

    We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

    You are also responsible for ensuring that all persons who access our Site through your Internet connection are aware of these terms and conditions and other applicable terms and conditions, and that they comply with them.
  5. You must Keep Your Account Details Safe

    If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

    We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.

    If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by contacting [email protected]
  6. How You may Use Material on Our Site

    We are the owner or the licensee of all intellectual property rights in our Site. Those works are protected by copyright laws around the world. All rights not expressly granted to you in these terms and conditions are reserved and retained by Yodify or its licensors, suppliers, publishers, rights holders, or other content providers. Use of any such property, except as expressly authorized, will constitute a violation of the rights of the property owner and may be a violation of provincial, federal or other Laws and could subject the violator to legal action.

    You may print off one copy, and may download extracts, of any page(s) from our Site for your personal use and you may draw the attention of others to content posted on our Site.

    You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

    Our status (and that of any identified contributors) as the authors of content on our Site must always be acknowledged.

    You must not use any part of the content on our Site for commercial purposes without obtaining a licence to do so from us or our licensors.

    If you print off, copy or download any part of our Site in breach of these terms and conditions, your right to use our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
  7. Information on This Site

    The content on our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Site.

    Although we make reasonable efforts to update the information on our Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
  8. Errors on The Site

    Where prices are stated on our Site, it is always possible that some Products may be incorrectly priced. We provide an online marketplace for a large number of Products sold by numerous Sellers. It is always possible that, despite the Seller’s reasonable efforts, some of the Products on our Site may be incorrectly priced. If a Seller discovers an error in the price of the Products a Buyer has ordered, the Seller may cancel the order and contact the Buyer to inform the Buyer of this error and the cancellation of the order.
  9. Disclaimer of Warranties and Limitation of Liability

    YOU UNDERSTAND AND AGREE THAT YOU USE THE YODIFY WEBSITE AT YOUR OWN RISK. THE MATERIAL ON THIS SITE IS PROVIDED TO YOU ON AN “AS IS”, “WHERE IS” BASIS, WITH ALL FAULTS, AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THESE TERMS AND CONDITIONS, COURSE OF DEALING OR USAGE OF TRADE. YODIFY DOES NOT WARRANT THAT THE MATERIAL OR SERVICES PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.

    IN NO EVENT WILL ANY PARTY BE LIABLE TO THE OPPOSITE PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA LOSS, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION.

    THE ABOVE LIMITATION SHALL NOT BE APPLICABLE FOR ANY FEES, INCLUDING SERVICE FEES, PAYABLE BY SELLERS TO YODIFY UNDER  THE SELLING ON YODIFY NOTICE; OR BREACH BY YOU OF ANY CONDITIONS OF THESE TERMS AND CONDITIONS OR THE MARKETPLACE PLATFORM AGREEMENT.

    IN ANY CASE, YODIFY’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED $10.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR PURSUANT TO ANY LEGAL DOCTRINE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  10. How We may Use Your Personal Information

    We will only use your personal information as set out in our Privacy and Cookies Notice.
  11. Acceptable Use of Our Site

    1. Prohibited Uses

      You may use our Site only for lawful purposes.  

      You may not use our Site:

      • In any way that breaches any applicable local, national or international Law or regulation.
      • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
      • For the purpose of harming or attempting to harm minors in any way.
      • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).

      You also agree:

      • Not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of these terms and conditions.
      • Not to access without authority, interfere with, damage or disrupt:
        • any part of our Site;
        • any equipment or network on which our Site is stored;
        • any software used in the provision of our Site; or
        • any equipment or network or software owned or used by any third party.
  12. Uploading Content to Our Site

    Whenever you make use of a feature that allows you to upload content to our Site or to make contact with other users of our Site, you must comply with the content standards set out in these terms and conditions.

    These content standards apply to any and all material which you contribute to our Site (“Contribution”). Our standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

    We will determine, in our discretion, whether a Contribution breaches these terms and conditions.

    A Contribution must:

    • Be accurate (where it states facts).
    • Be genuinely held (where it states opinions).
    • Comply with the Law applicable in Canada and in any country from which it is posted. 

    A Contribution must not:

    • Be defamatory of any person.
    • Be obscene, offensive, hateful or inflammatory.
    • Promote sexually explicit material.
    • Promote violence.
    • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
    • Infringe any copyright, database right or trade mark of any other person.
    • Be likely to deceive any person.
    • Breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
    • Promote any illegal activity.
    • Be in contempt of court.
    • Be threatening, abusive or invade another's privacy, or cause annoyance, inconvenience or needless anxiety.
    • Be likely to harass, upset, embarrass, alarm or annoy any other person.
    • Impersonate any person, or misrepresent your identity or affiliation with any person.
    • Give the impression that the Contribution emanates from us, if this is not the case.
    • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
    • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
    • Contain any advertising or promote any services or web links to other sites, unless expressly authorized by us.

    You warrant that any such Contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

    Any content you upload to our Site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our Site a limited licence to use, store and copy that content and to distribute and make it available to third parties.

    We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy.

    We have the right to remove any posting you make on our Site if, in our opinion, your post does not comply with the content standards.

    You are solely responsible for securing and backing up your content.
  13. Rights You are Giving Us to Use Material You Upload

    When you upload or post content to our Site, you grant us the following rights to use that content:

    a perpetual, worldwide, non-exclusive, royalty-free, transferable, sub-licensable, licence to use, reproduce, distribute, prepare derivative works of, display, and perform such user-generated content in connection with the service provided by our Site and across different media, including use relating to promoting the Site or its services.
  14. We are NOT Responsible for Viruses and You Must NOT Introduce Them

    We do not guarantee that our Site will be secure or free from bugs or viruses.

    You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software.

    You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Law of applicable jurisdiction. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Site will cease immediately.
  15. Rule about Linking to Our Site

    You may link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

    You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

    You must not establish a link to our Site in any website that is not owned by you.

    Our Site must not be framed on any other Site.

    We reserve the right to withdraw linking permission without notice.

    The website in which you are linking must comply in all respects with the content standards set out above.

    If you wish to link to or make any use of content on our Site other than that set out above, please contact us at [email protected]
  16. Breach of These Terms

    When we consider that a breach of this these terms and conditions has occurred, we may take such action as we deem appropriate.

    Failure to comply with these terms and conditions may constitute a breach of these terms and conditions upon which you are permitted to use our Site, and may result in our taking all or any of the following actions:

    • Immediate, temporary or permanent withdrawal of your right to use our Site.
    • Immediate, temporary or permanent removal of any Contribution uploaded by you to our Site.
    • Issue of a warning to you.
    • Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
    • Further legal action against you.
    • Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by Law.

    We exclude our liability for all action we may take in response to breaches of these terms and conditions. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.
  17. Which Country's Laws Apply to Any Disputes

    These terms and conditions are governed by the Laws of the Province of British Columbia and the Laws of Canada applicable therein, and the parties attorn to the exclusive jurisdiction of the arbitral bodies or courts of competent jurisdiction, excluding any rules of private international law or the conflict of laws that would lead to the application of any other Laws and excluding any Laws that implement or are based upon the United Nations Convention on Contracts for the International Sale of Goods.
  18. How will Any Disputes be Resolved

    Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator.

    The seat of arbitration and the place of arbitration shall be Vancouver, British Columbia, Canada. The language of the arbitration will be the English language. Judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

    Any award rendered in the arbitration is final and binding and judgment on the award may be entered in any court having jurisdiction for the enforcement of the award.

    The costs of arbitration, including fees, travel expenses and other expenses of the arbitrator and witnesses, the fees or charges by the centre and the reasonable legal fees and expenses, as determined by the arbitral tribunal, of the successful party, shall be borne by the unsuccessful party.

    The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the privacy of the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by Law or judicial decision.

    Yodify may bring suit in any appropriate forum or court of competent jurisdiction to avoid irreparable harm or to preserve the status quo, or for any breach (or threatened breach) of infringement or misappropriation of our intellectual property rights, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all of those matters, all matters that are not properly subject to arbitration pursuant to these terms and conditions, and all permitted appeals arising from an arbitration pursuant to these terms and conditions.
  19. Our Trade Marks

    YODIFY™ (word mark) and  (figurative mark), MAKE CONTACT™ (word mark) are our trade marks.

    You are not permitted to use them without our approval, unless they are part of material you are using as permitted under these terms and conditions.
  20. Who We Are and How to Contact Us

    We are a company registered under the Laws of Canada with a place of business located at 3364 – 114 Avenue SE, Calgary, Alberta, Canada, T2Z 3V6. You may contact us by writing to us at [email protected] or [email protected]
  21. We May Make Changes to These Terms and Conditions

    We may amend these terms and conditions from time to time. Every time you wish to use our Site, please check these terms to ensure you understand the terms and conditions that apply at that time.