Terms Of Service

Terms and Conditions of Use

Last Modified: May 26, 2019

If Not Me Inc. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) in Canada. In consideration for permitting your access to our website and online consignment shop (“Website”) and other good and valuable consideration, you agree as follows:

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of If Not Me Inc.'s, ("we", "us" or "our") Website hosted at https://ifnotme.ca and related domains, in addition to our consignment services (“Consignment Services”). There are provisions in these Terms which apply to both consignors and end customers purchasing goods on the Website. Unless expressly indicated, all provisions in these Terms apply to you whether you are acting as a consignor or purchaser of goods.

By using our Website, you, the user ("you" or "your"), represent and warrant that (a) you are at least 18 years old; and (b) you have read and understand these Terms and agree to be bound by them.  If you are using the Website on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms.  In such a case, "you" and "your" will also refer to that organization and yourself individually. Both you as an individual and your organization are legally bound by these Terms which form an agreement with If Not Me Inc.

AMENDMENTS

AS OUR WEBSITE, CONSIGNMENT SERVICES AND PRODUCTS CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY.  THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AFTER SUCH AMENDMENTS HAVE BEEN POSTED.  IF YOU DO NOT AGREE WITH THE AMENDMENTS, PLEASE STOP ACCESSING THE WEBSITE AND TERMINATE YOUR ACCOUNT. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.

Privacy

We collect and use your personal information in accordance with our privacy policy, available online at https://ifnotme.ca/privacy. By using our Website or Consignment Services, you consent to such processing and you represent to us that all information provided by you is accurate.

About our Website

Our Website operates as an online consignment shop. Unless indicated otherwise on the Website, products listed are being sold on consignment, supplied by third-party sellers.  Product brands displayed and sold on our Website are not partnered or affiliated with us in any manner. We merely facilitate the sale of secondhand goods.

Establishing an Account

You may browse the public facing sections of our Website without establishing an account or providing us with any personal information. You may also purchase products on the Website without an account by proceeding to the online checkout as a guest user. However, to purchase products as a guest user, you will be required to provide us with an email address, your name, payment information and shipping address.

Establishing an account on the Website makes the checkout process easier and allows you to store and save products you may wish to later purchase, receive offers and obtain other benefits. Upon establishing a user account with us, we grant you a worldwide, non-transferable, non-exclusive license to access the Website and your account in accordance with these Terms but reserve the right to revoke the license and your access to our Website.

If you establish an account with us, access to your account is not transferrable and is only intended for the individual or entity that established the account. Upon setting up an account, you will be required to create a username and password.  You agree to use a unique password which you do not use on any other website or online service. You are responsible for safeguarding the password you use to access the Website and you agree not to disclose your password to any third party. You are responsible for any activity on your account, whether you authorized that activity or not.

TERMS APPLICABLE TO CONSIGNORS

In order for us to sell any of your goods on consignment, you will be required to complete our online consignment form available at https://ifnotme.ca/pages/consignment (the “Consignment Form”) where you will be required to upload images and provide a detailed description of your goods and their condition.

Following the completion of the consignment form, we may request that you provide additional information, including information related to the origins of the goods, such as a purchase receipt or other information. In order to prevent fraud and to facilitate claims against you related to inauthentic goods, we may also require that you confirm your identity and address by providing a copy of your driver’s license or other government issued identification.

Following our assessment of your goods, we may approve or decline your consignment request in our sole and absolute discretion. In the event we approve your goods to be sold on the Website, you will be required to ship your goods to us, at your cost. We will provide you with (i) a quote for the intended price we will sell your goods at and the fees or commission we collect; and (ii) shipping instructions.

Authentication Process

We may use Entrupy, Inc. (https://www.entrupy.com) or similar authentication services (collectively the “Authentication Party”) in an effort to confirm the authenticity of goods we sell on consignment.  If, upon receipt of your goods, we determine that your goods are either not authentic, defective or otherwise not in a condition capable of being sold, we will decline your goods, even if previously accepted and (i) report inauthentic goods to the appropriate authorities, and/or (ii) return the goods to you via return shipping. You agree to provide a return shipping address upon request. Return shipping will be at your expense, which you agree to prepay.  We further reserve the right to destroy goods which either we, or our Authentication Party determines to be counterfeit. We may also undertake to return the goods to you, at your expense, in instances where the authenticity of the goods cannot be determined.

Fees Related to Inauthentic Goods

If we or an Authentication Party determine or reasonably believe that goods you provide to us are not authentic or are counterfeit goods, you will be charged a $250 fee, plus HST, per product, to cover our fees payable to the Authentication Party, our administrative time and shipping costs.  

WARNING: We prohibit the sale of counterfeit goods on our Website and will comply with all applicable laws pertaining to the trafficking of counterfeit goods. You agree that we may report to the applicable authorities on goods we receive or images of products you upload if we reasonably believe such goods are fraudulent, attempting to be sold in breach of a third-party’s intellectual property rights or are otherwise illegal. This includes providing your name and personal information to law enforcement authorities and the owners of intellectual property rights which we reasonably believe you may be infringing or attempting to infringe.

Pricing Your Goods, Minimum Listing Period and our Fees

After completing the Consignment Form (https://ifnotme.ca/pages/consignment), we will inform you whether your goods have been accepted to be sold on our Website and if so, the price we will list your goods for sale on the Website, in addition to the payout amount for such goods.

If you wish to proceed with selling your goods at the prices stated, or as subsequently agreed upon, we typically list the goods for sale within 3-5 business days from (i) the time we receive the goods from you; or (ii) from the date our authentication procedure is complete.

You agree that once we receive and approve your goods, they will be listed on the Website for a minimum period of Ninety (90) days from the date they are first uploaded to the Website. During that period, you agree we will not remove the goods from the Website unless we have reason to believe the goods are not authentic, or they are sold.

Delisting Fee

If, at any time prior to the Ninety (90) day period and prior to the goods being sold, we receive and process correspondence from you clearly indicating you wish to remove your goods from the Website, you will be required to pay an administrative fee of $150 plus HST for the goods to be removed and returned to you, in addition to the applicable shipping costs. Otherwise, you agree we may hold your goods and continue to publish them for sale on the Website.

After the Ninety (90) day period, you may request that we remove the goods from the Website, so long as they have not been sold prior to their removal. You will be required to prepay the shipping fees for us to return to goods to you.

Notwithstanding any previously agreed upon price, you agree that we may increase the price of your goods in our sole discretion at any time. Subject to your request for the goods to be returned, we may also lower the price after the Ninety (90) day period by no more than fifteen percent (15%) of the initial list price. We will seek your approval prior to reducing the price beyond fifteen percent (15%) of the original list price.  

Where you ship your goods to us and we fail to inform you or agree on our fees in relation to specific goods you provide to us, our standard commission fees shall apply as follows:

Product Sale Price	Our Commission Fee as a % of the Sale Price
$0–$1,499.99	35%
$1500–$4,999.99	25%
$5,000 & above	20%

We may add applicable sales and other taxes to the product sale price. However, you are responsible for collecting and remitting HST or other sales taxes on the sale of your goods if applicable to the amounts we pay you.

Payment Holds and Chargebacks

Once your consigned goods are sold, your account will be credited after a two-week hold period from the date the goods are received by the purchaser. This is intended to protect against credit card chargebacks. You agree that as a consignor, you shall be fully liable and responsible for any chargebacks processed by our payment processors, credit card providers, banks or other third party. In the event we provided you with your payout and a chargeback is subsequently processed, you agree to return the applicable payout funds to us. In no event will we be liable or responsible for any chargebacks processed in favour of a purchaser.

Our Right to Purchase Your Consigned Goods

You agree that we may purchase your consigned goods at any time at the then-current list price or to offer you an upfront payout for your goods. If you choose to accept the upfront payout instead of us accepting your goods on consignment, you acknowledge and agree that such item will immediately and irrevocably become our property. All upfront payouts are final.

Items Listed on Third-Party Platforms

You agree that we may advertise, list and sell any of your goods on third-party platforms (including social media platforms, online auctions and other distribution channels). Any payouts for items sold on third-party platforms will be consistent with our agreed upon payout regardless of whether any surcharges are applied by the third-party platform.

TERMS APPLICABLE TO PURCHASER

Our Commitment to You

While we may not use an Authentication Party for all goods sold on the Website, where we have used an Authentication Party, we will ensure that we do not permit the sale of goods on the Website which they have conclusively determined to be inauthentic. If you have concerns about products you are purchasing, we encourage you to inquire with us about the authentication procedures or results provided by an Authentication Party in respect of the goods in question.

You Accept All Other Risks

Where goods have not been reviewed by an Authentication Party or they have been reviewed by an Authentication Party and determined to be or likely to be authentic, you accept all risks associated with purchasing such goods. While we may use and may publish the fact that an Authentication Party was used to assist in determining the authenticity of certain goods provided to us on consignment, we make no representations and grant no warranties as to the actual authenticity of the goods.  To that extent, you are relying on the Authentication Party, if applicable, and the applicable consignor. Errors and omissions of the Authentication Party may sometimes occur.

All Sales are Final, We Accept No Returns or Exchanges

All sales made on the Website are final. We accept no returns or exchanges. If you have any dispute or claim related to goods purchased on the Website or third-party platform, you agree that your claim shall be directly with the Consignor and not us. You agree and acknowledge that purchasing goods on consignment is risky and in particular, presents the risk that consignors may attempt to sell inauthentic goods.  

TERMS APPLICABLE TO BOTH CONSIGNORS AND PURCHASERS

Shipping Terms

Whether we are shipping goods being returned to you as a consigner, or as the purchaser of goods, we reserve the right to not ship products to a PO Box and may require that goods be signed for upon delivery.  

Shipping Fees

All shipping and related fees, including customs, duties and taxes are your responsibility anytime you are shipping goods to us, or we are shipping goods to you. Shipping fees will be added to all purchases made on the Website.

Transfer of Risk

Whether you purchase goods from our Website, or we are returning goods to you as a consignor, you agree that the risk of loss for all goods you order or goods we are returning to you passes to you upon our delivery to the applicable carrier or shipping company, including for example, FedEx, UPS, or Canada Post.  If you are shipping goods to us, whether as consignor or otherwise, you agree that risk of loss shall not pass to us until we confirm we are in receipt of your goods. While goods are in our possession, there are limits on our liability related to the loss or damage to such goods, as specified below in the section entitled “Limitation of Our Liability”.

It shall be your responsibility to insure the goods in transit if you wish to protect against lost shipments or damages caused during the shipping process. You agree that we shall not be liable or responsible for any lost, stolen or damaged goods during the shipping process, whether such goods are being sent to or from us.

Prices

Where prices are listed on the Website, they are subject to change without notice. Such prices listed are an invitation to make an offer and are subject to acceptance by us.  Even in the event of the automated processing of your order on the Website, you agree that we will have the opportunity to review and accept or reject any orders any time prior to shipment.  All orders are also subject to availability.

Additional terms, including but not limited to, price, tax, shipping charges and payment may be specified on the Website.  Those terms, as amended from time to time, are incorporated by reference and form part of this agreement. If any information or terms posted to the Website concerning price, tax, shipping charges and payment are posted in error, we reserve the right to amend those terms. Misprints, errors, omissions (including incorrect specifications) or other errors may sometimes occur. As a result, we reserve the right to:

• Remove any product from the Website;
• Correct any error, inaccuracy or omission at any time without prior notice or liability to you;
• Change, at any time, the prices, fees, taxes, charges and specifications, any promotional offers and any other content without any notice or liability to you; and
• Reject, correct, cancel or terminate any order, including accepted orders for any reason.

While we attempt to be as accurate as possible, because we are selling goods on consignment from third-party sellers, we do not warrant that product descriptions or other content on the Website are accurate, complete or error-free.

Taxes and Duties

You agree to pay all sales taxes, customs fees and duties whether Canadian or foreign, applicable to this agreement or arising in any way from the purchase of products on the Website.

Payment

We use third-party payment processors to process payments made by you on the Website. Our third-party payment processors include Shopify Payments, PayPal, Apple Pay, GPay, Interac e-transfers in Canada  and others. Although we may host their forms on our Website, when you provide your payment details on the Website, you are providing them to the applicable payment processor.

We may have access to view portions of your payment information via the third-party payment processor, however, we do not collect or store your full credit card information ourselves. You acknowledge that third-party payment processes may have their own terms and conditions that apply to you. If you have any questions concerning our third-party payment providers, please contact us.

Acceptable Use of our Website

You agree to use our Website and Consignment Service in accordance with the following acceptable use and code of conduct guidelines.  You agree that you:

1. Will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;
2. Will not disclose personally identifiable information belonging to others unless authorized to do so;
3. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
4. Will not use the Website in a way that has any unlawful or fraudulent purpose or effect; and
5. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website.

ACCEPTANCE OF RISK AND DISCLAIMERS

Everything on the Website (including all products available for purchase) and our Consignment Services, are provided "as is" without warranty of any kind including all implied warranties and conditions of merchantability and fitness for a particular purpose.  We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.

LIMITATION OF OUR LIABILITY

IN THE EVENT GOODS ARE LOST, STOLEN OR DAMAGED FOLLOWING OUR CONFIRM RECEIPT OF THE GOODS AND WHILE THEY ARE IN OUR POSSESSION, WE SHALL ONLY BE LIABLE FOR SUCH LOSSES OR DAMAGES TO A MAXIMUM OF $50 AND ONLY TO THE EXTENT SUCH LOSSES OR DAMAGES WERE CAUSED, IN WHOLE, BY US.

ASIDE FROM THE LIMITED CIRCUMSTANCES SET OUT ABOVE, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, INCLUDING BY NEGLIGENCE OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES YOU SUFFER, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.

IF YOU ARE DISSATISFIED WITH OUR CONSIGNMENT SERVICES, THE WEBSITE OR ANY PRODUCTS ORDERED FROM OUR WEBSITE, OR YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR REMEDIES ARE LIMITED TO (I) SEEKING A REFUND OR OTHER REMEDY DIRECTLY WITH THE CONSIGNOR OF THE GOODS, IF WE ARE NOT THE SELLER; AND/OR (II) NO LONGER USING OUR WEBSITE OR CONSIGNMENT SERVICES.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR CONSIGNMENT SERVICES, WEBSITE OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN (I) THE AMOUNTS PAID BY YOU TO US OVER THE PRECEEDING TWO (2) MONTHS; OR (II) $50, WHICHEVER IS LESS.

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM; (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCORPORATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; OR (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE.

Ownership of the Website and Its Contents

Our Website contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties.  You are not permitted to copy or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the Website without the express consent of the owner. Without limiting the forgoing, you are not permitted to use any trademark or trade name of If Not Me Inc., including our logo without our express permission.

Your Content

Our Website may permit you and other users the ability to upload and post content, including for example, images and descriptions of your products ("User Content"). We do not pre-screen User Content uploaded or posted to the Website by you or other users. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Website.

In addition to our acceptable use policy above, you agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party's intellectual property rights, these Terms or any policy incorporated by reference herein.

Copyright and Trademark Notice

If you believe that your copyright or trademark rights have been infringed as a result of products or content on our Website, please notify us at info@ifnotme.ca. While we take no responsibility for any user or consignor who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.

Linked Sites

Whether or not we are affiliated with websites or third-party vendors that may be linked to our Website, we are not responsible for their content (the "Linked Sites").  The Linked Sites are for your convenience only and you access them at your own risk.  We and other users may provide links and references to material on other websites not owned or operated by us.  Links found on our Website are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites.  You access those links and corresponding sites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction

These Terms, all documents incorporated by reference and your relationship with us, shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.

You agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.  

It is agreed that The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Severability

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship.

Waiver of Class Proceedings and Trial by Jury

To the extent permitted by law, you waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns, officers and directors.  To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.

Incorporation by Reference

All policies referred to in these Terms, or anywhere on our Website, are incorporated into these Terms by reference, including, but not limited to, our Privacy Policy.

Account Termination

You may terminate your account with us at any time.  To do so, please contact us by email or follow the links in your account.  We reserve the right to suspend your account or access to our Website at any time, with or without cause, and with or without notice.  

The cancellation, suspension or termination of access to our Website, or your account, shall not terminate this agreement.  Without limiting the foregoing, any provision of these Terms concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website, the transfer of control of If Not Me Inc., or otherwise.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

In the course of using your account with us or using our Website, you may be required, or by your actions may be deemed, to consent to the terms of agreements provided by third-party service providers, including for example, payment processors, social media login account providers (Facebook, Twitter, etc.), credit card companies and banks.  You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.