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Terms of service

 

Powered by People, Corp
Terms of Service

Effective Date: Jan 2nd, 2025

Powered by People, Corp. (“PBP” or “we”) provides its Services (as defined below) to you, subject to this Terms of Service agreement (“Agreement”).  By accepting this Agreement or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this Agreement.  If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you”, “your” or “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Service.

1. Overview.  

  1. PBP is headquartered in the Province of Ontario, Canada and operates a variety of websites (“Websites”) and applications, including the PBP Shopify Application (each an “Application,” and together with the Websites and other services, the “Services”).  We also provide other related services, such as online marketing services and real-time data analytics.  Find out more about our Services at www.poweredbypeople.com.

  2. As a Customer of our Applications or Services, the collection, use and sharing of your personal data is subject to our Privacy Policy and any updates thereto.

  3. This Agreement outlines the terms for using our Applications, Services, and any additional features, and how we’ll manage your Account. We may update these terms at any time. If we do, we’ll notify you by posting the updated Agreement on our Websites, Applications, or through other communications. Please review these updates, as continuing to use our Applications or Services means you accept the changes. If you don’t agree, stop using our Services immediately. As our Applications and Services evolve, we may change or discontinue any part of them at any time without notice, at our sole discretion.

2. Eligibility.

By using our Applications or Services, or by clicking a button to accept this Agreement, you confirm that:

  1. You have read, understand, and agree to this Agreement, including future updates;

  2. You are at least 18 years old; and

  3. You have the authority to agree to this Agreement personally.

If you do not agree or have been banned from using our Applications or Services, you may not access them.

3. Account Registration.

  1. Account Types. To access certain features of the Services and to post any User Content thereon, you must register to create an account (“Account”) and become an account holder. PBP offers two types of Accounts. The first is a “Retailer Account” for buyers who purchase goods through the Services for the purpose of resale (“Retailers”). The second is a “Supplier Account” for makers and sellers who offer to sell and/or sell their goods to Buyers through the Services (“Supplier”). Each type of Account gives access to different aspects of the Services. Each Account registration requires you to apply to be a Retailer Account or Supplier Account.

  2. Account.  In order to enjoy the full scope of the Applications or Services, you are required to register and open an Account by (i) providing us with certain details; or (ii) using an existing Shopify account. You must provide us with accurate, current and complete information when opening an Account and keep it updated at all times. If you do not provide us with this information, we have discretion to suspend or terminate your Account.

  3. Access.  By entering into this Agreement, you will be granted a non-exclusive, non-sublicensable, non-transferable, limited, revocable license to access the PBP’s applications’ dashboards or other Services.  Your access privileges, however, are conditioned on your adherence to the terms of this Agreement.  We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so.  By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Applications or Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend or terminate your access privileges.

  4. Privileges Nontransferable.  Your access privileges may not be transferred by you to any third parties.  You further agree not to disclose to anyone your confidential log-in information (including username and password).

  5. Security.  You further agree not to disclose to anyone your confidential log-in information (including your username and password details).  The Account is yours and you shall not allow anyone else to use it without our prior written approval.  You must immediately notify us of any unauthorized use of your Account or breach of its security.  We will not be responsible for any damage which is caused to you or others if you do not act in accordance with this Agreement.

  6. Authorized Users.  You will not allow any third party other than expressly authorized employees or contractors (“Authorized Users”) to access or use the Services.  You may permit Authorized Users to use the Services, provided that: (a) each Authorized User serves one of the roles enumerated by you to PBP prior to using the Services; (b) you ensure that the list of roles served by the Authorized Users is accurate, complete and current, and you will promptly notify PBP of any changes to the list or to an Authorized User’s role; (c) such Authorized Users provide accurate, complete and current contact information and keep such information up to date; and (d) you ensure each Authorized User complies with all of our Terms and you remain responsible for any act or omission by Authorized Users in connection with their use of the Services.  You will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify us if you know or reasonably suspect that any username and/or password has been compromised.  Each Account for the Services may only be accessed and used by the specific Authorized User for whom such Account is created.

  7. Payment Method Requirement for Retailer Activation. Before the launch or activation of any Retailer on PBP, a valid payment or billing method must be specified. Retailers without a recognized and verified payment or billing method will not be activated or granted access. By providing a payment method, users acknowledge and consent to any potential charges that may arise according to the usage of the platform and in line with our billing policies.

    For manual payments: After you accept our invitation, a team member will get in touch with you and share the payment details form for you to fill. Payments will be made monthly on the 15th of the following month, aggregating all sales of the previous month. This policy is subject to change as new payment methods are added.

    For automatic payments: You will be deposited 30 percent of the MAP price automatically by Shopify, any fees, discounts, refunds & shipping (dependent on shipping terms below) will be reconciled within 30 days of confirmed order completion.

  8. Shipping Account for Retailer Activation. Before the launch or activation of any Retailer on PBP, a valid payment or billing method must be specified. By providing a shipping account, users acknowledge and consent to any potential charges that may arise according to the usage of the platform and in line with our shipping policies. Standard Delivery orders will be shipped within 3 business days of order receipt. Shipment tracking number is automatically returned to your Shopify via the integration.

    For Retailer shipping account:

    • Retailer is responsible for shipping costs.

    • Retailer will retain any difference in the shipping charge to cost.

    • Supplier will use standard re-shippable packaging. Any additional labeling or inserting marketing information requests by the client will be charged separately.

    • Standard Delivery orders will be shipped within 3 business days of order receipt via ground service.  Expedited delivery orders will ship 1 business day of receipt of order. Shipment tracking number is automatically returned to your Shopify Store via the cart integration.

For PBP shipping account:

    • PBP handles shipping on the PBP courier account. Retailer is charged at $12 flat rate per order. *Only applies to orders in the contiguous US. PBP maintains the right to raise the rate with 30 days notice.

  1. User Obligations.  By using the Services, you agree that:

    • You will comply with all applicable laws, including those of the country, state and city in which you are present while using the Services.

    • You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not impersonate or misrepresent your affiliation with any person or entity; you will not send or store any unlawful material.

    • The information you provide to us or otherwise communicate with us is complete and accurate.

    • Post, upload, publish, submit or transmit any Content that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.

    • Use, embed, display, mirror or frame the Site or Application, or any individual element within the Services, PBP’s name, any PBP trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without PBP’s express written consent (you may link to PBP’s homepage, so long as you do not imply or suggest any form of association, approval or endorsement on our behalf without our express written consent but you may not link to the Site in a libelous, misleading or otherwise unlawful manner, or in any manner that violates these Terms);

    • Access, tamper with or use non-public areas of the Site or Application, PBP’s computer systems or the technical delivery systems of PBP’s providers;

    • Attempt to probe, scan, or test the vulnerability of any PBP system or network or breach any security or authentication measures;

    • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by PBP or any of PBP’s providers or any other third party (including another user) to protect the Services or Collective Content;

    • Attempt to access or search the Services or Collective Content or download Collective Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by PBP or other generally available third party web browsers;

    • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation to, through, or with any assistance from, the Services;

    • Use any meta tags or other hidden text or metadata utilizing a PBP trademark, logo URL or product name without PBP’s express written consent;

    • Use the Services or Collective Content in any manner not permitted by these Terms;

    • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Collective Content to send altered, deceptive or false source-identifying information;

    • Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services or Collective Content;

    • Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services;

    • Collect or store any personally identifiable information from the Services from other users of the Site, Services or Application without their express permission and in a manner that does not violate PBP’s Privacy Policy;

    • Impersonate or misrepresent your affiliation with any person or entity;

    • Violate any applicable law or regulation; or

    • Encourage or enable any other third party to do any of the foregoing.

    • You will not deep-link to the Applications or Services or access or search the Applications or Services, or download, scrape, copy, monitor, or record any portion of the Applications or Services or any data or content contained within or transmitted by the Applications or Services, manually or with any engine, automated program, software, tool, agent, device, mechanism (including robots, spiders, web crawlers, extraction software, data mining tools, automated process and/or other devices), or any other method of screen scraping, unless we have provided tools expressly for such purposes.

    • You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Applications or Services.

    • You acknowledge and agree that any partnerships or collaborations facilitated through PBP, including those discovered through PBP's offerings, are exclusive to and shall remain within the PBP platform. In the event that you and another party have no pre-existing relationship outside of PBP and both parties are utilizing PBP's services, you agree not to take your relationship to another platform or engage in any competitive actions that are not permitted by this Agreement. Any partnerships formed within the PBP network shall be utilized exclusively within the PBP platform and shall not be extended to any external platform.

    • You acknowledge PBP’s Non-Solicitation for Dropship or Wholesale Orders. Brands acknowledges that Powered by People (“PBP”) invests significant resources in verifying Suppliers, maintaining Supplier compliance, and building and maintaining relationships with its Retailers (collectively referred to as “PBP Retail Clients”). To protect these relationships, Brands agrees not to directly or indirectly solicit, attempt to solicit, or engage in any business with PBP Retail Clients outside of the PBP platform, except as expressly authorized in writing by PBP. This restriction applies during the Supplier’s active engagement with PBP and for a period of 1 year following the termination of this engagement for any reason.

    • PBP will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. PBP may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. 

4. Relationship between Retailers and Suppliers

  1. Overview.  Through PBP’s Applications and Services, PBP will connect potential Suppliers with Retailers for the marketing and sale of the Supplier’s Products.  As used herein, “Supplier” shall mean makers or brands that supply products and services for sale on websites operated by Retailers; “Retailers” shall mean operators of online storefronts, which may or may not include physical stores, and are registered resellers; “Brands” shall mean both Suppliers and Retailers; “Products” shall mean those products and services made available by Suppliers for resale by Retailers; and “Customers” shall mean the individual consumers that purchase Products from Retailers.  For the avoidance of doubt, Customers will be able to view and purchase Supplier’s Products being offered (in addition to Retailer's own products and services) directly on Retailer's website.  Upon purchasing any of Supplier’s Products through a Retailer's website, a Customer will become a customer of both the Supplier and the Retailer. Further, “partnership” in this Agreement is used in the colloquial sense to refer to an arrangement where the products or services of two parties are sold, branded, or otherwise marketed together, or the products of a party are somehow promoted to consumers of another party’s products, and shall not refer to a formal legal partnership.

  2. Role of PBP.  PBP and the Services act only as an intermediary to facilitate – and not to direct or control – any partnerships, communications, and transactions among the Customers, Brands, Suppliers, and Retailers; PBP disclaims any and all liability relating to any such agreement. Any purchase by a Retailer or Customer of a Brand or Supplier’s Products is a direct relationship between such Retailer or Customer and Brand or Supplier, as applicable, and is subject to the terms agreed upon by them. From time to time PBP may choose to be the Supplier or Retailer of record, at which time liability will be guided by terms of each sale agreement agreed upon for that transaction.

  3. The Supplier hereby agrees to allow PBP to act as Supplier’s  (i) non-exclusive reseller of Supplier’s products through established retail stores and (ii) exclusive reseller of Supplier’s products through established retail partnerships where PBP has established dropship and marketplace relationships. PBP aims to promote the Supplier’s brand and sell its products through multiple channels including category retailers, ecommerce websites such as content commerce and design sites, third party dropship and marketplace partner sites and clearance retailers.

  4. Supplier Responsibilities and Warranties. If you are a Supplier, you will:

    • Regularly maintain sufficient levels of inventory, the equivalent of minimum 4 weeks unless otherwise specified of supply for faster order replenishment, to be able to fulfill any and all completed and potential or imminently likely orders; regularly, and well in advance of any such orders, communicate and work with any third party vendors to ensure the resolution of any issues that would cause material delays in fulfilling any such orders. 

    • Supplier agrees that all products sold to PBP are fit for sale and are free from defects in design, material, and workmanship.

    • Supplier agrees to first try to rectify damaged or defective goods, by replacing products to the customer at the Suppliers expense; before refunding items.

    • Provide shipping, returns, and customer service in connection with all orders, in accordance with customary high standards for the relevant and/or similar products and requirements under applicable law; promptly respond to and resolve any Customer demands and concerns (including concerns relating to lack of inventory or defective products or services). 

    • Not enter into mutual partnership arrangements with a Retailer through any means outside of the Applications and Services, to the extent that you learned of, began communications with, or began formulating plans to culminate in a partnership arrangement with such Retailer while using the Applications.

    • Supplier must comply with PBP code of conduct and complete and maintain compliance with the PBP Verified ESG Readiness Assessment.

    • Supplier will ensure updated product catalogues are always provided to PBP and offer to PBP the best bulk FOB pricing available and provide consistent Minimum Advertised Price (MAP) across all retail channels.

    • Provide PBP with appropriate product images and product information as per the PBP Photography Guidelines, located at PBP Photo guidelines, to be used for sales and marketing of supplier products.

    • Supplier, upon request, must provide to PBP’s offices samples for select products which are enrolled in the catalog at the Supplier’s expense for PBP’s evaluation, retail sample distribution and reference.

    • Grant PBP royalty free non-exclusive use of such information specified.

    • Appointment PBP a Vendor of Record, and provide documentation, as required by Retailers. 

    • Supplier, at its discretion, to select its retail distribution channels and partners and publish/display information as required on partner websites.

    • Follow all PBP packing and labeling guidelines available at the following link: PBP Dropship Packaging & Labeling Guidelines. 

    • Supplier will ship all Orders within 48 business hours after receipt.

    • Supplier must conduct and provide all standard sourcing & testing documentation as requested. (ex. food safety for tableware, UL certification for lighting, etc.) for all participating products.

    • Supplier agrees to adhere to Product Insurance. For Orders or Inventory over $10,000, Supplier must, at their own expense, maintain and carry, with a financially sound reputable insurer, product liability insurance in a sum of no less than $1,000,000 per occurrence naming Powered by People, Corp as an additional insured. Supplier must provide PBP with a certificate of insurance from your insurer evidencing the insurance covered specified in this Section upon accepting Orders & Inventory over $10,000 and any other relevant information we request.

  5. Performance Metrics. You acknowledge and agree that we will monitor, track and measure your compliance with the Minimum Standards, by using a variety of metrics, including collecting reviews and ratings from the Retailer and tracking the following information (“Performance Metrics”):

    • accuracy of your Collection Page;

    • completeness of Product Catalogue;

    • how often Orders are shipped later than the expected Shipping Date;

    • how often you provide a valid tracking number;

    • how long it takes you to revise, accept or refuse Draft Orders;

    • how often you refuse or cancel Draft Orders;

    • how often your Orders are reported as damaged or missing;

    • how often your Orders contain Non-Conforming Product;

    • how often your Orders are mislabelled;

    • how often Product is on backorder;

    • how often your Orders are cancelled;

    • how promptly and effectively you respond to the Retailer’s inquiries;

    • how promptly and effectively you resolve Retailer Direct Non-Conformance Claims;

    • how promptly and effectively you assist us with resolving PBP Non-Conformance Claims and Shipping Claims; and

    • any other information obtained from your Maker Account or your use of the Services.

  6. Retailer Responsibilities and Warranties.  If you are a Retailer, you will not market, list for sale or sell any Supplier’s Products on third-party exchanges or marketplaces, including without limitation, marketplaces owned or operated by Alibaba, Amazon, Craigslist, eBay, Etsy, Google, Houzz, Newegg, OfferUp, Overstock, Rakuten, Walmart or Wayfair.

  7. Your Content.  You are responsible for all content and materials, including any photos, images, videos, graphics, written content, audio files, marketing materials, code, information, or data that you have uploaded or transmitted to PBP in connection with the Services and/or Applications (collectively, “Brand Content”).  As between PBP and you, you shall retain ownership of your Brand Content, subject to any nonexclusive licenses granted to PBP herein.

  8. Permission to Your Brand Content.  By making any Brand Content available through the Services you hereby grant to PBP a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Brand Content in connection with operating and providing the Services.

  9. Your Responsibility for Brand Content. You are solely responsible for all your Brand Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your Brand Content under these Terms. You represent and warrant that neither your Brand Content, nor your use and provision of your Brand Content to be made available through the Services, nor any use of your Brand Content by PBP on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

  10. Removal of Brand Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your Brand Content (such as posts or comments you make) may not be completely removed and copies of your Brand Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Brand Content.

  11. Age-Restricted Products. You agree that we reserve the right to require that all Brands using our Services implement and effect additional measures with respect to age verification and product marking, as necessary, and otherwise reserve the right to suspend or cancel any shipments if we believe that a recipient is not of legal age or that doing so is otherwise inappropriate under the circumstances.

5. Fees; Payment.

  1. Fees for Retailers.  If a Supplier and Retailer participate in PBP’s Applications or Services, the Retailer will agree upon a fee (the “Partnership Fee”), which will be calculated as a percentage of the product’s Suggested Retail Price (SRP) set by the Supplier for the Supplier’s Products. 

  2. Fees for Suppliers. The Supplier will agree to the (“Purchase Price”) which will be equivalent to the product’s Wholesale Price, set by the Supplier for the Supplier’s Products, & must be at least 2x mark-up to SRP. Because a Retailer agrees upon a given Partnership Fee based on the initial SRP established by Supplier, Supplier may not change the the SRP or the Purchase Price of a Supplier’s Product or otherwise make changes to its policies that affect the Partnership Fee without the consent of PBP or Retailer, not to be unreasonably withheld.

  3. Pricing Policies.  PBP requires from Supplier, best pricing on Freight on Board (FOB) and that retail prices adhere to an agreed Manufacturer’s Advertised Price (MAP) in all retail markets where PBP has a presence. Unless special permission has been requested and provided. 

    • PBP or Retailers may offer promotional pricing at its discretion. PBP may choose to markdown and list purchased products on clearance sites under a sub brand name.

    • Promotions are born by the client and should include at minimum monthly product promotions including but not limited to email and social posts.

    • Price changes require 90 Days’ Notice.

    • Price changes or product discontinuation will occur only twice per year (as per the chart below). Any costing or product updates provided during the price change window will only be implemented on the price change effective date. Supplier will honor product price and active SKUs until otherwise specified.

Price Change Window

Price Change Effective Date

May 1st - October 31st

February 1st

November 1st - April 30th

August 1st


  1. Fees Due to PBP.  If a Customer purchases a Supplier’s Product, Retailer or PBP will pay to Supplier the net proceeds from the purchase, less the Partnership Fee and any applicable taxes. In addition, PBP will be entitled to (i) collect a transaction fee from the Retailer for the sale (the “PBP Retailer Fee”) equal to a percentage of the Purchase Price that is set and calculated based on PBP’s then-current policy; and (ii) deduct a fee prior to disbursing the collected amounts to the Supplier (the “PBP Supplier Fee”) equal to a percentage of the Purchase Price that is set and calculated based on PBP’s then-current policy.  Additional fees may be added to Supplier Fees based on participation in Marketing services offered by PBP from time to time.

  2. Returns & Returns Fee;

    • If a Customer returns or refunds a Supplier’s Product, PBP will deduct the respective Purchase Price value + a $5 fee per product prior to disbursing future payout due to the Supplier against future sales. In the event that future payouts are not sufficient, the Supplier will remit to PBP the value of the Purchase Price for the returned/refunded items.

    • Returned products will be collected at PBP’s warehouse and shipped to the Supplier at PBP's cost only once quantities worth at least $250 at the Purchase Price or 5+ units are collected.

  3. Changes to Fees.  PBP may establish further guidelines for the calculation of the Partnership Fee, PBP Supplier Fee and PBP Retailer Fee (e.g., inclusion or exclusion of shipping costs, taxes, and other amounts, as well as the effect of discounts and promotions), as communicated through the Applications or Services or otherwise.

  4. Payments.  Payments due to PBP will be made through the applications (or other online marketing website or application through which the Brand accesses and uses the Services, as applicable) and in U.S. dollars by credit card, wire transfer of immediately available funds, or ACH to an account designated by PBP, or such other payment method mutually agreed by the parties. PBP will collect fees from Brand by way of the Shopify API, Shopify app, or Stripe. If PBP cannot do so for any reason, Brand remains responsible for any uncollected amounts, and PBP reserves the right to invoice Brand, which invoices are due upon receipt. In accordance with local law, PBP may update information regarding Brand’s selected payment method if provided such information by Brand’s financial institution. If the Shopify API or Shopify app involves paying with Stripe, Brand agrees to comply with Stripe usage terms and conditions and Stripe’s prohibitions on restricted businesses, available at https://stripe.com/restricted-businesses. If the Shopify API or Shopify app involves paying with ACH, Brand acknowledges that the Services integrate ACH authorization services provided by a third party service provider. By setting up a bank account on the Services and inputting online banking credentials for instant verification, Brand is granting such third party service provider the right, power and authority to access and transmit Brand’s information (such as from third party banks) as reasonably necessary to provide the ACH authorization services. Please review the relevant third party service provider’s terms of service and privacy policy for more information. Brand will reimburse PBP for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest. PBP reserves the right to suspend Brand’s use of the Services in the event of payment delinquency or failure to abide by the third party service provider’s terms of service.

  5. Taxes.  Brand is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Brand to PBP hereunder, other than any taxes imposed on PBP’s income.  Without limiting the foregoing, in the event that Brand is required to deduct or withhold any taxes from the amounts payable to PBP hereunder, Brand will pay an additional amount, so that PBP receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

6. Proprietary Rights.

  1. Intellectual Property Rights.  We (and our licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Applications or Services.  This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by us.  Our name, logo, and the product names associated with the Applications or Services are our trademarks or belong to third parties, and no right or license is granted to use them.  You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Applications or Services.

  2. Confidentiality. In your use of the Applications or Services, you may have (or have been given) access to information that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure (collectively, “Confidential Information”).  Confidential Information includes items such as Customer/Brand lists or directories, messages transmitted through the Applications or Services, and the non-public aspects of the Applications or Services. Confidential Information does not include information that: (i) is in the public domain at the date of disclosure (and did not fall into the public domain as a result of your breach of this policy or any other confidentiality agreement); (ii) was rightfully in your possession before you gained access to it through the Services (and you can prove this fact by admissible, written evidence); or (iii) was rightfully received from a third party (who was in lawful possession of it) without any confidentiality or non-use restrictions.  You will not use the Confidential Information other than for purposes of your authorized use of the Applications or Services.  Further, you will maintain it as confidential and not disclose any Confidential Information.  Nothing shall prevent you from disclosing information obtained through the Applications or Services if compelled to do so by a court of law or government agency, on the condition that you provide advance notice to us and allow us a reasonable opportunity to intervene in the proceeding to protect the confidentiality of the Confidential Information.

  3. DMCA.  PBP respects intellectual property laws and expects its users to do the same. It is PBP’s policy to terminate, in appropriate circumstances, Users or other account holders who infringe or are believed to be infringing the intellectual property rights of others. Please send us a notice at support@poweredbypeople.com and we will investigate. You may also contact the us by mail at: c/o Powered by People, Corp. 106 Birch Ave, Toronto, Ontario, M4V 1C8, Canada

       Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company’s sole discretion, the accounts of users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. Termination.  

  1. Termination by You.  You have the right to terminate your Account at any time upon thirty (30) days prior notice by sending a cancellation request to info@poweredbypeople.com.

  2. Termination by PBP.  If you breach any of these Terms, PBP will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. PBP reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event PBP terminates these Terms for your breach, you will remain liable for all amounts due hereunder. 

  3. Effect of Termination.  Upon termination, by you or us: (a) you will cease any further use of the Applications or Services and any information that was made available to you prior to the termination; (b) all rights granted to you under this Agreement will automatically terminate; and (c) certain data (e.g. content, submissions, etc.) may be deleted and you will have no right or claim in this respect.  All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

  4. Effect of Termination.  Even after your right to access and use PBP’s Applications or Services is terminated, these Terms will remain enforceable against you.  Upon termination: (a) you will cease any further use of PBP’s Applications and Services and any information that was made available to you prior to the termination; (b) all rights granted to you under these Terms will automatically terminate; and (c) certain data (e.g. content, submissions, etc.) may be deleted and you will have no right or claim in this respect.  All provisions which by their nature should survive to give effect to those provisions shall survive the termination of these Terms.

  5. Pending Transactions.  If you have any pending transactions between a Customer, Supplier, or Retailer relating to a Supplier’s Product, you shall not cancel your Account until all pending transactions have completed. In the event of termination, all fees due to PBP, including without limitation, any PBP Fees or Payments up to the end of the then-current billing cycle at time of cancellation shall remain payable to PBP. No refunds for any fees will be provided for partial billing periods.

8. Link to Third-Party Websites

  1. The Services may contain links to third-party websites or resources. You acknowledge and agree that PBP is not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the Content, products or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by PBP of such websites or resources or the Content, products or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.

9. Indemnification.

  1. You agree to defend, indemnify, and hold PBP, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Terms, and/or any law or the rights of a third party, and/or your use of the Services, including your User Content.

10. Data Protection, Compliance with Security Standards, and Supplier Obligations

  1. Sharing of Customer Data with Suppliers and PBP's Access Limitations: For the purpose of facilitating the provision of services for Retailer, PBP shall access and share with Suppliers the minimal customer data necessary for Suppliers to fulfill their obligations pursuant to this Agreement. The shared data may comprise customer name, shipping address, and order details. Retailer may, at their discretion, enable a feature providing Suppliers with anonymized email addresses in lieu of the customer's actual email address, with the intent of further safeguarding customer privacy.

  2. Supplier Contact Restrictions: Suppliers are strictly prohibited from contacting customers who have purchased their products through the Retailer via email, social media platforms (including but not limited to Instagram), or any other form of communication, unless explicitly permitted in writing by the Retailer or explicitly consented to by the customer. Any such permitted communication must comply with applicable data protection and privacy laws. In the event that a Supplier wishes to contact a customer, they must obtain explicit written consent from the Retailer or the customer for each instance of communication. Failure to comply with this provision will be considered a breach of this Agreement, subject to penalties and potential termination of the Supplier's access to the Services.

  3. Obligations of Suppliers Concerning Data Protection and Compliance: Suppliers shall be responsible for adhering to all applicable data protection, privacy laws, and industry-recognized security compliance standards, to ensure the protection and confidentiality of customer data shared with them. Suppliers shall maintain strict confidentiality with respect to such data and prevent unauthorized access, use, disclosure, or modification thereof.

  4. Compliance with Data Privacy Regulations: Suppliers must respect the rights of customers concerning their personal data, such as responding to requests for data deletion or providing data history, as required by the regulations. Suppliers are expected to have established procedures in place to handle and fulfill such requests in a timely and compliant manner. Furthermore, Suppliers must collaborate and provide any necessary assistance to Retailers and PBP in addressing customers' data privacy requests and concerns effectively.

  5. Liability and Indemnification for Data Breaches or Unlawful Use of Data: In the event a Supplier suffers a data breach or engages in the unlawful use of customer data, such Supplier shall indemnify and hold harmless the Retailer, PBP, and their respective officers, directors, employees, and agents from and against any losses, claims, actions, disputes, demands, costs, damages, penalties, fines, and expenses, including attorney's fees and expenses, arising out of or relating to such data breach or unlawful use of customer data. Liability for data breaches or unlawful use of data shall exclusively rest with the Supplier, given that the Retailer has entrusted the Supplier with the customer data solely for the purpose of fulfilling their obligations in connection with the provision of services pursuant to this Agreement.

11. Disclaimer of Warranties.

  1. THE SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PBP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PBP MAKES NO WARRANTY THAT THE SERVICES OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. PBP MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES OR COLLECTIVE CONTENT PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PBP OR THROUGH THE SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT PBP DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES PBP MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. PBP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

12. Limitation of Liability.

  1. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER PBP NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PBP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL PBP’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR COLLECTIVE CONTENT EXCEED US$100. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PBP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. Notice to U.S. Government End Users.

  1. The software, Applications, Website and Services, including all documentation, are “Commercial Items”, as that term is defined at 48 C.F.R. § 2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation”.  The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users: (i) only as Commercial Items; (ii) with the same rights as all other end users; and (iii) according to this Agreement.

14. General.

  1. Publicity.   Each party will have the right to publicly announce the existence of the business relationship between the parties. During the term of your use of our Applications or Services, and except with respect to Talent (for which corresponding rights are set forth below), we have a non-exclusive, non-sublicensable (except to our service providers), worldwide, royalty-free right to use your name, trademarks, image, likeness, logos and branding (collectively, “Brand Marks”) in connection with our Services and marketing materials, in perpetuity, including in connection with our social media accounts and online and print sales, marketing and advertising activities. For the avoidance of doubt, none of these usage rights shall extend to brands (Retailer or Supplier) using PBP's Service or Site unless separately authorized by you. Furthermore, all parties acknowledge that any use of Talent's name, image, likeness, etc. by anyone other than Talent and PBP shall require Talent's approval, with terms to be negotiated in good faith. “Talent” shall mean a beneficial owner of a Retailer who is a celebrity, publicly known or otherwise high profile individual.

  2. No Joint Venture or Partnership.  No joint venture, partnership, employment, or agency relationship exists between you, PBP or any third-party provider as a result of this Agreement or use of the Applications or Services.

  3. No Third-Party Beneficiaries.  Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever.

  4. Governing Law.  The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded. Any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in courts located in Toronto, Ontario, Canada. You hereby submit to the in personam jurisdiction and venue of such courts and waive any objection based on inconvenient forum.

    You may not use the PBP 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), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.

  5. Export Control.  You agree to comply fully with all U.S., Canadian, and foreign export laws and regulations to ensure that neither the Application nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

  6. Severability.  Except as otherwise provided herein, if any provision of this Agreement is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

  7. Electronic Communications.  For contractual purposes, you: (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.  This subparagraph does not affect your statutory rights.  For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

  8. Entire Agreement.  These Terms constitute the entire and exclusive understanding and agreement between PBP and you regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between PBP and you regarding the Services and Collective Content.

  9. Assignment.  You may not assign or transfer these Terms, by operation of law or otherwise, without PBP’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. PBP may assign or transfer these Terms in its sole discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

  10. Notices.  Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by PBP via email (in each case to the primary account email address that you provide); (b) by posting to the Site; or (c) via the Application. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

  11. Waiver of Rights.  Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. The waiver of any such right or provision will be effective only if in writing and signed by PBP’s duly authorized representative. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  12. Miscellaneous.  The failure by PBP to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PBP. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.

  13. Interpretation.  The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect their interpretation. For purposes of this Agreement, the words and phrases “include”, “includes”, “including”, and “such as” are deemed to be followed by the words “without limitation”.

  14. Force Majeure.  Neither party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars, disease, or insurrections.

  15. Contact Us.  If you have any questions about these Terms, please contact PBP at:

Powered By People, Corp.

106 Birch Ave

Toronto, Ontario

M4V 1C8

Canada

info@poweredbypeople.com