This Merchant Agreement
is a legal agreement between you on your own behalf, or on behalf of a company
(“you”, “your”, “Company”) and The
Lnk Corporation (“THE LNK”, “we”, “our”, “us”), regarding your use of shopthelnk.com (“Application”, collectively, the “Agreement”).
Please read the terms
of this Agreement. If you are not
willing to be bound by all the terms of this Agreement, please cancel your
registration, and do not proceed to use the Application.
“Account Settings” means that protected
part of the Application where Merchant information is stored.
“Application” means the functionality
made available to Merchants at shopthelnk.com.
“Customer” means an individual or entity
that accesses the Application to perform a Transaction.
“Data” means the images, content or
other information that is obtained from, or provided by, the Company to THE
“Merchandise” means clothing, jewellery,
accessories, and other products made available for sale through the
“Merchant” means organizations that list
and sell their products through the Application.
“Payout Fee” means a percent of the total paid in a Transaction, net of
shipping and taxes, as specified in your Account Settings.
“Personal Information” has the meaning
“Price” means the amount chargeable by a
Company for its Merchandise.
“Service Fees” means the fees chargeable
for additional services, such as marketing services and reports.
“Third Party Applications” means
functionality within THE LNK provided by our partners and vendors, such as Shopify.
“Transaction” means a sale of
Merchandise through the Application.
Grant, Restrictions & Ownership
Company gains access to the Application by registering and creating a
login. In creating a login, you certify:
(i) you are at least 18 years old, or if less than 18 years old, obtain consent
of your board or an authorized officer; and (ii) you are authorized, or have
received authorization, to agree to this Agreement on behalf of the Company.
The registration process requires you enter information about your
Company, including an e-mail address and phone number, which is stored in
THE LNK approves you as a Merchant, you will have the ability to upload Data to
the Application and integrate with Third Party Applications.
2.4. The Company shall own all right, title and interest to the Data, and grants
THE LNK a non-exclusive, perpetual, irrevocable, sub-licensable and fully
transferable licence to: (i) use the Data to market your Company and
Merchandise; (ii) enhance the Application; (iii) target consumers; (iv) collate
the Data, without identifying a Merchant, to licence, sell or otherwise distribute
to third parties.
THE LNK grants you a limited, non-transferable, non-exclusive,
revocable, licence to access and use the Application. However, either you or THE LNK can terminate
this Agreement on 30 days’ notice for any reason. Notwithstanding the foregoing, if your
ratings fall below 4.0 on the public Merchant review section from consumers, THE
LNK reserves the right to termination this Agreement immediately, without
Some of the functionality and services are provided through Third
Party Applications, including payment processing. You acknowledge and
agree that THE LNK has no control over the Third Party Applications and the
Company is bound by the terms applicable to those Third Party Applications.
You may use the Application only as permitted by
this Agreement. You agree not to reverse compile, disassemble, alter, add to, delete from, or
modify the Application. You may not assign, sublicense, encumber,
rent, lease, loan, resell, distribute or attempt to transfer the Application
or provide access to others, except as permitted by this Agreement or a signed
agreement with THE LNK.
You may not, directly or indirectly, use the Application, or any of its
elements, to create derivative works or other works that are similar, nor shall
you remove any copyright or other proprietary notices from the Application
or any portion thereof, including reports or analysis.
The Company acknowledges it is responsible for
establishing the Price for Merchandise, and acknowledges that THE LNK will
display the Price in the Application in United States dollars, unless the
Company is located in Canada, in which case, the Application will display
prices in Canadian dollars. Each
Merchant can change the currency for the Price through its Account Settings. Whilst
THE LNK endeavours to keep the Application current and operational, THE LNK
does not warrant the accuracy or completeness of the Application.
3.2. The Company is responsible for processing Transactions, and following
processing of a Transaction, THE LNK will collect its Payout Fee. If you authorize a return of Merchandise for a
Transaction, THE LNK will not collect or credit a Payout Fee for the return.
Some functionality in THE LNK is generated by Third
Party Applications. THE LNK does not, and cannot, guarantee that the information
provided by Third Party Applications is absolutely accurate, up-to-date,
error-free or comprehensive in breadth or depth.
Service Charges are processed by THE LNK through its
Third Party Application provider, Paypal.
You are responsible for reviewing and complying with Paypal’s terms of
THE LNK may change or update the Application without
notice, provided that THE LNK you notify you in advance if the Applications’
functionality undergoes material changes.
Maintenance events are generally performed outside
normal business hours, but emergency fixes may result in the Application being
unavailable during normal business hours.
If you encounter difficulty accessing or using the Application,
please send an e-mail to email@example.com.
Obligations & Actions
The Company’s login details provide you the ability to link to
Third Party Applications, upload Data, establish the Price and facilitate
Transactions. To ensure the integrity of
the Application, the
Company acknowledges and agrees it shall treat its login credentials with the
highest degree of security to ensure its Merchandise is not misrepresented or
Price changed without its action and knowledge, and to ensure THE LNK’s
reputation is not harmed or disparaged.
To ensure the protection of other Merchants and Customers,
you agree to use the Application in compliance with applicable law and this
Agreement. In your use of this
Application, you specifically acknowledge and agree that you are strictly
prohibited from taking the any of the actions listed below (collectively, “Prohibited
4.2.1.loading, transmitting, distributing, or storing material or information
in violation of any applicable law or regulation;
4.2.2.loading, transmitting, distributing, or storing material or information
protected by copyright, trade-mark, trade secret or other intellectual property
right used without proper authorization, including images of people and moral
4.2.3.loading, transmitting, distributing, or storing material or information
that is obscene, defamatory, constitutes an illegal threat, or violates export
4.2.4.monitoring data or traffic on any network or system without express prior
written authorization from THE LNK;
4.2.5.interfering with service to any user, host or network including,
mailbombing, flooding, deliberate attempts to overload a system and broadcast
4.2.6.forging any TCP-IP packet header or any part of the header information in
4.2.7.sending unsolicited mail or e-mail messages;
4.2.8.distributing spam, chain mail, or pyramid schemes;
4.2.9.solicit or provide unlawful services;
taking any action that imposes, or may impose (in THE
LNK’s sole discretion) an unreasonable load on THE LNK’s infrastructure;
scraping, crawling or spidering or otherwise use the
Application for phishing, spamming, trolling or any unauthorized purpose;
accessing or using data, systems or networks to
attempt to probe, scan or test the vulnerability of a system or network or to
breach security or authentication measures without express prior written
authorization from THE LNK;
facilitating any viruses, Trojan horses, worms or
other computer programming routines that may damage, detrimentally interfere
with, surreptitiously intercept or expropriate any user's information or THE
taking any action that may violate international
trade sanctions law; or
taking any action that may cause us to lose any of
the services from its internet service providers or other suppliers.
4.3. If we discover you have committed, or are committing, a Prohibited Action
or breach the warranties set out in this Agreement, THE LNK may suspend or
terminate your access to the Application, pursue legal action to stop or
minimize the impact of your Prohibited Action, and, to the extent permitted by
law, you waive all of your defences against any action by THE LNK to stop or
limit any Prohibited Action.
We warrant to you that:
5.1.1.we will comply with applicable laws in providing you access to the
5.1.2.we have adequate systems and procedures
to ensure all Personal Information is kept confidential, and
protected against unlawful intrusion by unauthorized third parties.
You warrant to us that:
5.2.1.you will comply with applicable laws and have the right to sell the Merchandise;
5.2.2.your organization or company is in good standing in the jurisdiction in
which it operates;
5.2.3.the Data does not violate any third party’s intellectual property rights;
5.2.4.have adequate systems and procedures to
ensure all Personal Information is kept confidential, and
protected against unlawful intrusion by unauthorized third parties.
5.3. Except as set forth in this Agreement, THE LNK makes no warranties,
conditions, or guarantees, express or implied, oral or written, with respect to
the Application. THE LNK does not
warrant that the Application is error-free.
THE LNK makes no warranties or conditions of merchantability, fitness
for a particular purpose, or arising from a course of performance, dealing, or
usage of trade.
THE LNK shall indemnify, defend and hold you
harmless from any direct costs, expenses, damages, judgments or settlements
incurred because of an action or claim by third parties alleging that your use
of the Application is an infringement of the intellectual property rights of a
third party in Canada, provided that you: (a) promptly notify us in writing of
any claim; (b) allow us to control the defence or settlement of the claim; and
(c) take no action that, in our reasonable judgment, impairs our defence of the
claim. The foregoing does not apply to
Third Party Applications.
If an infringement claim arises regarding the
Application, we may: (a) substitute an equivalent non-infringing Application;
(b) modify the Application so that it no longer infringes, provided there is no
material loss of functionality; or (c) if neither (a) nor (b) is reasonably
feasible, cancel this Agreement and refund the unearned and paid Service Fees
through the date of termination.
The Company shall indemnify, defend and hold THE LNK
harmless from any costs, expenses, damages, judgments or settlements incurred
for any breach of this Agreement, unlawful action or infringement of a third
party’s intellectual property rights.
THE LNK, its officers, directors and employees shall
not be liable for any special, indirect, incidental or consequential damages,
including loss of revenues and loss of profits, arising out of this Agreement,
even if advised of the possibility of such damages.
You shall not assign or otherwise transfer this
Agreement, in whole or in part, except with our prior written consent. Neither you nor us
are an agent, employee, partner, joint venturer or
legal representative of the other. Neither you nor us shall have any
obligation, expressed or implied, except as expressly set forth in this
As the Application is hosted in Ontario, Canada, this
Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario, Canada, without giving effect to principles of conflicts
of laws. You also agree and submit
voluntarily to the exclusive jurisdiction and venue of the courts sitting in
Mississauga, Ontario. Any use or
disclosure of the Application by you that is inconsistent with this Agreement
may cause irreparable damage to us for which remedies other than injunctive
relief may be inadequate. If we request
a court of competent jurisdiction for injunctive or other equitable relief
seeking to restrain such use or disclosure, you will not object to the remedy
or require proof of actual damages or the provision of either a bond or other
Unless you have signed another agreement with us for
the same subject matter, this Agreement constitutes the entire understanding
between you and us regarding your use of the Application, and supersedes all
prior agreements, arrangements and undertakings between you and us.
Except for updates referenced in section 9.2, no addition
to or modification of any provision of this Agreement shall be binding on you
or us unless we notify you electronically of changes and you agree to the
changes, or a written instrument is signed by you and us.
The headings to the sections of this Agreement are
for ease of reference only and shall not affect its interpretation or
construction. If any provision of this
Agreement or its application to you or us or circumstances shall be declared
void, illegal or unenforceable, the remainder of this Agreement shall be valid
and enforceable to the extent permitted by applicable law. You agree to use
your best efforts to replace the invalid or unenforceable provision by a
provision that achieves the purposes intended under the invalid or
No failure by us or you to exercise any powers or
rights or to insist upon strict compliance with obligations arising under this
Agreement shall constitute a waiver of either yours or our right to demand
compliance with this Agreement.
If this Agreement terminates, the obligations under
sections 1, 2.4, 3.2, 5.3, 6.2, 6.4, 7and 8 shall survive
Notices shall be given by e-mail. We will notify you using the e-mail address
you provided in your login details, and you will notify us at firstname.lastname@example.org.