Sign Up

Terms & Conditions

Please read these terms and conditions in full and then complete the form at the bottom of the page to show your agreement.

1. ShopCloseBuy Terms of Platform

These Terms and Conditions constitute a legal agreement ("Agreement") between and among the sole proprietor, business entity, non-profit organization or business organization listed as the "Vendor" below (sometimes referred to as "Vendor", "you," "your", "user"), and TechnicalitiesPlus Inc. ("Technicalities") (sometimes referred to as "we", "our", or "us").

This Agreement constitutes a contract between the Vendor and Technicalities, and applies to the Vendor's use of the ShopCloseBuy platform (the "Platform"). You must read, agree with, and accept all of the terms and conditions contained in this Agreement. This Agreement applies to your use of the Platform and constitutes the entire agreement between Technicalities and the Vendor pertaining to the Platform.

2. The ShopCloseBuy Platform

We provide an online software Platform (sometimes referred to as “ShopCloseBuy”) that enables the Vendor to sell or promote products or services to existing or new customers via the internet. All financial transactions performed through the Platform are done using Technicalities' secure API connection to Stripe's credit card processing system.

3. License

Technicalities grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use ShopCloseBuy for the purpose of marketing, promotion and sales. The Platform includes our ShopCloseBuy.ca website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Technicalities.

You may not (i) access or monitor any material or information on ShopCloseBuy.ca using any manual process or robot, spider, scraper, or other automated means; (ii) copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material or information from Technicalities; (iii) permit any third party to use and benefit from the Platform via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under the ShopCloseBuy Agreement; (v) violate the restrictions in any robot exclusion headers on the Platform, work around, bypass, or circumvent any of the technical limitations of the Platform, use any tool to enable features or functionalities that are otherwise disabled in the Platform, or decompile, disassemble or otherwise reverse engineer the Platform, 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 Platform, prevent access to or use of the Platform by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Platform except as expressly allowed.

This Platform is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Platform is protected by copyright, trade secret, and other intellectual property rights. This Agreement does not grant you any rights to our trademarks or service marks.

4. Authorized to Sell

You must acquire a Stripe account and authorize a connection between the account and the ShopCloseBuy platform in order to be Authorized to Sell on ShopCloseBuy. Only Vendors who are Authorized to Sell have the ability to create Buy Now (Shopping Cart) listings as well as Pre-Order and Promo listings. Vendors who are Authorized to Sell will appear in the Vendor drop-down and will have their own Vendor page.

5. Promo and Pre-Order Vendors

Vendors who choose the Promo and Pre-Order Plan do not need a Stripe account and will not make any financial transactions on the site. Vendors in this plan will have access to unlimited Promo and Pre-Order listings. They will appear in the Vendor drop-down and will have their own Vendor page.

6. Parent Vendors and Subvendors

Vendors who represent a membership organization may request to be a “Parent Vendor”. Parent vendors may host sub-vendors under their parent account. Parent Vendors are authorized to sell, however sub-vendors are not and are restricted to promo listings only. In addition, sub-vendors do not appear in the Vendor drop drop list and do not have their own Vendor page on the Platform, however, their contact information is clearly displayed on the item detail page for their promo listing. If a sub-vendor would like to become Authorized, to sell, they may set up an account with Stripe. At that point they will have a separate Vendor page on the platform with Ecommerce capabilities and they can continue to be listed under the parent vendor if desired.

7. Privacy

Privacy and the protection of data are very important to us. By using the Platform, you commit to being in compliance with the Personal Information Protection and Electronic Documents Act ("PIPEDA") or any other privacy laws applicable to you, and that you will take the utmost care to protect the privacy of customer data that you may obtain through the Platform.

8. Confidentiality

Each party acknowledges and agrees that the other party may provide or become aware of confidential and proprietary information of the other party, including but not limited to financial information and other information related to each party's business operations. Each party agrees that it will maintain the confidentiality of such information and neither party shall disclose any such information to any other person or entity (other than to those of its employees, agents, contractors, representatives and Affiliates to whom disclosure is reasonably necessary in furtherance of the performance of this Agreement). Notwithstanding the foregoing, the requirements of non-disclosure shall not apply to any information which: (a) at the time of disclosure is already in the possession of the receiving party; (b) is independently developed by the receiving party without reliance on the disclosed confidential or proprietary information (c) is or becomes publicly available through no wrongdoing of the receiving party or (d) becomes available to receiving party on a non-confidential basis from a person, other than the disclosing party, who is not bound by a confidentiality obligation or otherwise restricted from transmitting the information to the receiving party. Furthermore, this section shall not prohibit the receiving party from making legally required disclosures pursuant to subpoena, court order or the order of any other authority having jurisdiction; provided that receiving party shall provide disclosing party with prompt notice unless prohibited by law or court order, thereof so that disclosing party may seek an appropriate protective order or other remedy. If in the absence of a protective order or other remedy or waiver of the terms of this section, if receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to disclose any such confidential or proprietary information receiving party may disclose such information upon written notice to disclosing party unless prohibited by law or court order.

9. Term

The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and automatically continues on a monthly or annual basis, depending on the payment plan you choose, unless the Agreement is terminated by either party within thirty (30) days of the next payment period via notice to the other party, or until the Agreement is terminated by Technicalities in accordance with the terms of this Agreement.

10. Events of Default and Termination

Upon termination of your account on the Platform, your Vendor account will be deactivated and your business will no longer appear on the Platform. You will have 30 days from the account termination date to download any reports or assets from the Platform after which your login access will be disabled.

11. General Terms

a. Notices. You agree that we can provide notices regarding the Platform to you by posting such notices on our website or emailing them to the email address listed in your ShopCloseBuy account. Notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you.

b. Indemnification. You agree to indemnify us from and against any losses, actions, causes of action, claims, demands, costs, liabilities, expenses, damages, sanctions fines, legal fees or penalties arising from transactions made between you and your customers on the Platform.

c. Amendment to Agreement. We have the right to change or add to the terms of this Agreement at anytime, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Platform with notice that we, in our sole discretion, deem to be reasonable in the circumstances, including such notice on our website at www.ShopCloseBuy.ca or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Platform after our publication of any such changes shall constitute your acceptance of this Agreement as modified.

d. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent.

12. Governing Law; Jurisdiction and Venue.

This Agreement will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. The parties agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of Ontario and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of Ontario. Accordingly, each party hereby consents and attorneys to the exclusive jurisdiction and venue of the Courts located in the Province of Ontario, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). You and we hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to this Agreement. You and we each represents to the other that this waiver is knowingly, willingly and voluntarily given.