Terms of Service
Last Revised: May 10, 2023
These Terms of Service are a legal agreement between you and Ghost Retail Inc. ("Ghost Retail," "we," "us," "our").
The below terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these "Terms of Service" or “TOS”), govern (1) your access to and use of, the website located at https://www.ghostretail.com, and any content, functionality, and services, including the Platform (as defined below), in each case as offered on or through the website (collectively, "Website" (as further described in Section F below)); and (2) as applicable, your subscription(s) to use certain features and functionalities of the Website, including the Platform.
Acceptance of the Terms of Service
These TOS are effective upon acceptance.
If you are agreeing to these TOS on behalf of another person or entity, then you represent and warrant to us that you have the authority to bind that person or entity to these TOS.
A. Your Age and Eligibility
By using this Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with Ghost Retail and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
The Website is intended to provide you with information about our services and/or products, as well as provide you with access to our live video shopping platform (“Platform”). In addition, the Website permits you the ability to purchase subscriptions to use certain features and functions of the Platform and Website (“Subscriptions”).
C. Modifications to the Terms of Service and to the Website, including the Platform
- We may revise and update these TOS from time to time. Such modifications are effective immediately upon posting and apply to all access to and continued use of the Website and/or Platform. You agree to periodically review these TOS in order to be aware of any such modifications and your continued use shall be your acceptance of these TOS.
- We may release fixes, patches or updated versions of the Website and/or Platform or otherwise add or remove services, content or features of the Website or Platform at any time without notice. Each such update will be deemed to become part of the Website, including the Platform, and will be subject to the terms and conditions of these TOS.
D. Security; Accounts; Users; Usage Restrictions.
E. Trials; Subscriptions; Fees; Payments
- You shall pay Ghost Retail the fees set forth in the applicable Order ("Fees") in accordance with the terms of the Order. "Order" means Ghost Retail's online form completed by you, which lists the services ordered, subscription plan, term and the associated fees.
- Ghost Retail reserves the right to change its fees at any time, and you shall be informed of such changes thirty (30) days prior to such changes (“Notification”). If you do not agree to the price changes, your sole remedy is to terminate the applicable Order within such 30 day period, which you may do within the Platform and Ghost Retail will refund you the prorata portion of any unused Fees pre-paid by you for the remaining period of the applicable Subscription term.
- You may not cancel or downgrade your Subscription plan until the end of the then-current Subscription term.
- You agree to use the Platform in a manner that is reasonable and consistent with its intended purpose. We may monitor or calculate any usage limits or restrictions applicable to your Subscription and, if in our sole discretion your usage exceeds such limits or restrictions, we may invoice you and you shall pay on demand for such excess use.
- You shall provide Ghost Retail with updated, accurate and complete billing information, and you authorize Ghost Retail (either directly or through its affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method, and to make any inquiries that we may consider necessary to validate your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by your credit card company). We may charge you for any chargeback fees, collection fees, convenience fees, or other third party charges.
- We have no liability arising from your use of third party payment providers, or for any arrears therefrom. You acknowledge and agree that such third parties may apply a fee for such payment services, which may change without notice from time to time.
- Unless otherwise specified in the Order: (i) the Fees are stated in United States Dollars, and (ii) all Fees and other amounts paid hereunder are non-refundable. All amounts payable under these TOS are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies and duties.
- Although great care is taken in the production of the Website and description of the services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time.
F. Intellectual Property Rights and Ownership
- Subject to these TOS, we may make available to you for your access use: (i) the online portion(s) of the Website available to users that do not have a Subscription or account; and (ii) if you have created an account and purchased a Subscription, the online portion(s) of the Website or Platform available to Subscription holders.
- The Website (including the Platform and all updates, improvements and modifications to, and derivative works of, the Platform) and its entire contents, features, and functionality, including, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, features (all such content, etc., “Content”), as well as the design, presentation, website layout, selection, and arrangement of all of the foregoing, are owned by the Ghost Retail, its licensors, or other providers of such material and are protected in all forms by intellectual property laws.
- The Ghost Retail name, GHOST RETAIL mark, Ghost Retail logo, and all related names, logos, product and service names, designs, images, slogans and other indicia of origin (“Marks” and, together with the Content and Website (including the Platform), the “Ghost Retail Materials”) are marks and intellectual property of Ghost Retail or its affiliates or licensors. You must not use any Marks without our prior written permission in each instance. Other names, logos, product and service names, designs, images, slogans and other indicia of origin mentioned, or which appear on this Website are the trademarks of their respective owners.
- As between Ghost Retail and you, Ghost Retail reserves all rights not expressly granted in these TOS.
- You may only use the Website, including the Platform, and Content for your personal use or internal business purposes. You shall not reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Website, Platform or Content, in any form or medium whatsoever except: (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; (b) a reasonable number of copies Website copies may be printed, but not for further reproduction, publication, or distribution; and (c) in the event social media platforms are linked to certain content on our Website, you may take such actions as our Website and such third-party social media platforms permit.
- You may not modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials on or in the Website (including the Platform).
G. Conditions of Use and User Submissions and Site Content Standards
H. Grant of Licenses from You; Use of Data
- No User Submissions will be subject to any confidentiality by Ghost Retail. By providing any User Submission, you grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, perform, display, distribute, and prepare derivative works of, the User Submissions to provide the Website (or any part thereof) in accordance with these Terms of Service or as expressly specified in these Terms of Service. The license grant in the previous sentence includes, without limitation, the right for us to share User Submissions with third parties and/or to redistribute any User Submissions (or their derivatives) in any media format or channel solely in connection with the Website (or any part thereof) or as expressly specified in these Terms of Service. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission. By submitting the User Submissions, you warrant that you own or have the necessary rights to submit the User Submissions and to grant the license above, and to comply with these TOS.
- We have sole discretion whether to publish User Submissions.
- Without limiting Section H.1., we may collect and analyze data and other information relating to the provision, use and performance of the Website, any part thereof, our services and related systems and technologies (including, without limitation, your User Submissions, any other data and information you provide or make available to us, including via the Interactive Functionalities, and data derived therefrom), and during and after the term of these TOS, we may: (i) use such data and information to improve and enhance the Website, any part thereof, and our products and services and for other development, diagnostic and corrective purposes in connection with the Website, any part thereof, and our products and services and other offerings; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business.
- If you submit any feedback to us regarding the Website or part thereof or our services, then we may use such feedback for any purpose without any compensation or obligation to you.
- We may include your name and logo in our online customer lists and in print and electronic marketing materials.
I. Third Party Sources and Content
- This Website may include content provided by third parties, including from other users and other thirdparties. All statements and/or opinions expressed in any such third-party content, other than the content provided by Ghost Retail, are solely the opinions and the responsibility of the person or entity providing those materials. Ghost Retail has no responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
- The Website may enable you to interact with third parties. Your interaction with a third party is solely at your own risk and responsibility.
J. Responsibility for Content
- UNDER NO CIRCUMSTANCES WILL GHOST RETAIL BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING ANY GHOST RETAIL CONTENT, USER SUBMISSIONS (INCLUDING YOUR USER SUBMISSIONS) OR OTHER THIRD PARTY CONTENT.
- Ghost Retail does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content, User Submissions or other third party content.
- You may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, that have been mislabeled or are otherwise deceptive.
- We have no obligation or responsibility to monitor the Website or Platform or their use, and we do not undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted.
K. Site Monitoring and Enforcement, Suspension, and Termination
Ghost Retail may, without notice, to:
- Remove or refuse to post on the Website any User Submissions or content, and we may monitor, censor, edit or delete any such submissions or content, for any or no reason in our sole discretion.
- Take appropriate legal action, including referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. We also have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.
M. Third-Party Websites
The Website or Platform may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Website or Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
Such links to third-party sites from the Website may include links to certain social media features that enable you to link or transmit on your own or using certain third-party websites, certain content from this Website. You may only use these features when they are provided by us and solely with respect to the content identified.
You may link to our homepage, 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. Our Website, or any part thereof, must not be framed on any other site, nor may you create a link to any part of our Website other than the homepage. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the Conditions of Use and User Submissions and Site Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
N. Disclaimer of Warranties
YOUR USE OF THE WEBSITE, ITS CONTENT, PLATFORM AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WE DO NOT MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT (1) WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE, PLATFORM OR ITS CONTENTS; OR (2) THE WEBSITE, PLATFORM OR ITS CONTENTS WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
O. Limitation on Liability
- IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GHOST RETAIL IN CONNECTION WITH OR UNDER THESE TOS EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO US IN THE THREE (3) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO THE CLAIM.
- IN NO EVENT WILL GHOST RETAIL BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR IN CONNECTION WITH THESE TOS: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHERWISE); (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (V) PERSONAL OR PROPERTY DAMAGE.
- THIS SECTION “LIMITATION ON LIABILITY” WILL APPLY TO ALL CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FUNDAMENTAL BREACH, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF GHOST RETAIN HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR IF ANY REMEDY YOU HAVE FAILS OF ITS ESSENTIAL PURPOSE, AND WILL APPLY WHETHER OR NOT ANY DAMAGES COULD HAVE BEEN FORESEEN OR PREVENTED.
- THE ABOVE EXCLUSIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Ghost Retail from and against any liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to any claim, action or proceeding regarding your breach of these TOS or your use of the Website or Platform, including, any Content, Ghost Retail Materials, your User Submissions, or third-party sites.
- Each party (each, a “Recipient”) may acquire certain non-public information which is proprietary to or confidential to the other party, including information that a reasonable person should have reason to believe is proprietary or confidential (collectively, “Confidential Information”).
- Recipient shall not (i) use or copy Confidential Information; or (ii) disclose any Confidential Information to any person or entity other than to its personnel, contractors, service providers, and advisors who have a need to know the Confidential Information, except in each case in order to perform Recipient’s obligations under these TOS or as otherwise permitted by these TOS. Recipient shall use commercially reasonable measures to protect the Confidential Information from use or disclosure in violation of this Agreement. This Section P.2. does not apply to: (a) information already known or independently developed by Recipient without access to discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that it notifies the disclosing Party of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure
R. Term and Termination
- These Terms are effective until terminated by Ghost Retail or you in accordance with this Section Q.
- If you are a user without a Subscription, Ghost Retail, in its sole discretion, has the right to terminate these TOS and/or your access to the Website, or any part thereof, immediately at any time and with or without cause. If you object to any term or condition of these TOS, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site.
- If you are a user with a Subscription or for which a Subscription has been purchased, Ghost Retail, in its sole discretion, has the right to (i) suspend your access to the Website, or any part thereof, immediately at any time with cause; or (ii) if you breach any of the usage restrictions or provisions in these TOS, terminate your Subscription and access to the Website, or any part thereof. If you terminate your Subscription prior to the end of the term of your Subscription or if we terminate for cause, you must immediately pay to us all unpaid but fees committed to pursuant to the terminating Orders.
- Either you or Ghost Retail may terminate these TOW with immediate effect if the other party materially breaches these TOS and such breach remains uncured fifteen (15) days after having received written notice thereof.
- Ghost Retail shall not be liable to you or any third party for termination of the Website, or any part thereof. Upon termination of these TOS, you shall cease all use of the Site.
- Any provision of these TOS, which, by its nature, would survive termination or expiration of these TOS will survive any such termination or expiration, including those provisions concerning payment, disclaimers, indemnification and limitation of liability. The terms and conditions in these TOS will continue to apply to Your past use of the Services, in the form in which it or they then-existed at the time of the subject use.
S. Governing Law and Choice of Forum
The Website and these TOS will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these TOS.
Any action or proceeding arising out of or relating to this Website or under these TOS will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada located in Toronto, Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
T. Limitations on Actions; Waiver of Class Actions
YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE FOR ANY DISPUTE PERTAINING TO THE WEBSITE OR THESE TOS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS, OR ON BASES INVOLVING DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC.
YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
U. Force Majeure
We will not be liable under these TOS because of a failure or delay in performing our obligations hereunder on account of any cause beyond our reasonable control.
You may not assign these TOS without our prior written consent. We may freely assign or transfer these TOS. Any purported assignment in violation of these TOS is void.
X. Reporting and Contact
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy found at www.ghostretail.com/about/copyright-policy in the manner set out therein.
Should you become aware of misuse of the website including libelous or defamatory conduct, you must report it to the Ghost Retail at firstname.lastname@example.org.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to email@example.com.