LeapCloset Terms & Conditions of use

Date of last revision: 03 APRIL, 2019

These Terms and Conditions known as the "Terms" and the documents referred to in them, apply to your use of this Website located at the address http://www.leapcloset.com known as the "Site". If you do not agree to these terms you should not access or view the Site.

The entity you are contracting with is LEANTERPRISE INC. (“LeapCloset”), a company registered in Alberta, Canada.

LeapCloset ("we", "us" and/or "our") operates the Site which aims to be a peer to peer marketplace for women’s and kids’ fashion and accessories. and allows only “users” who reside in Canada.

1. OTHER APPLICABLE TERMS

These Terms of use refer to and incorporate the following additional Terms, which also apply to your use of this Site.

  1. Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you or that you provide to us. By using this Site, you agree to such processing and you warrant that all data provided by you is accurate.
  2. Our Catalog Rules, which apply to your interactions with this Site, including what you may list on the Site, any content which we may permit you to upload and any contact which you may make with other users of this Site.
  3. Pricelist, which indicates the "Seller Service Fee”, “Buyer Protection Fee" and the “Shipping Cost” applicable pricing, and additional terms for using each of these services.
  4. Seller Service Fee, which is described within Pricelist.
  5. Buyer Protection Fee, which is described within Pricelist.

2. SERVICES

  1. We provide an online facility through which individuals can buy and sell women's, and kids' fashion and accessories, and communicate with one another for this purpose (the "Services"). ​
  2. From time to time LeapCloset may also make available to the users certain additional services subject to charges, and whenever so they would be indicated in the Pricelist that is constantly updated by LeapCloset.
  3. You agree to comply with all applicable laws and regulations in connection with your use of the Services.

3. OUR FUNCTION

  1. Our Site is an online venue for individuals to buy and sell items to or with other individuals. We are not a party to any transaction between a buyer and a seller, save for the Services we provide to facilitate transactions. We do not buy, sell or purport to buy or sell any of the items displayed on our Site.  The Site hosts third-party content.
  2. We do not pre-vet any items listed on the Site or any parties who you may deal with on the Site. We shall not be obliged to engage in any dispute between buyers and sellers. You are responsible for vetting the parties that you deal with.

4. REQUIREMENTS TO USE THE SERVICES

  1. To use the Services, you must register with us by completing the registration form after clicking "Sign up" or registering using an acceptable third-party service (e.g. Facebook Connect).
  2. The Site is for users residing within Canada.
  3. The Services are not intended for use by a “Minor Child” and depending on the province or territory of Canada you reside, you must be either at least 18 or 19 years old to use the Site.  If you are under the corresponding “Age of Majority”, a parent or guardian who has the corresponding Age of Majority must register to use the Services on your behalf. Your parent or guardian shall be responsible for supervising your use of the Services at all times and ensuring that you comply with these Terms. LeapCloset shall be entitled to hold your parent or guardian fully responsible and liable for any breach of these Terms by you.
  4. Business sellers are not permitted to use the Services. By using the Services, you warrant that you are a not a business seller.
  5. You undertake to keep up to date all information about you on the Site.
  6. You warrant that any information you provide to us is true, accurate and complete.

5. YOUR ACCOUNT AND PASSWORD

  1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party and you must ensure that you log out from your account at the end of each session.
  2. You must immediately notify our Customer Service Team by sending an email to help@leapcloset.com, if you know or suspect that anyone other than you, knows your user identification code or password, or that there has been any unauthorized use of your password or account or any other security breach.
  3. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if we have reasons to suspect it has been compromised or if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
  4. LeapCloset does not allow multiple accounts on its Site. Should LeapCloset have a reasonably grounded suspicion that a user has created (is using) more than one account on the Site – it may block or terminate any of the involved accounts.
  5. LeapCloset may request to make certain confirmations with respect to your account for security purposes. Such confirmations among other things may be linking your Facebook, Google or another third-party account; confirming your phone number; providing for an ID and/or cardholder proof or any other confirmations that LeapCloset may introduce in its sole discretion. All data collected as a result of such confirmation will be processed following our Privacy Policy, which is a part of LeapCloset - user contractual arrangement.

6. CONTENT YOU PROVIDE, THE FORUM, FEEDBACK AND PRIVATE MESSAGING

  1. Any content you provide to us or any contact you make with other users, must comply with our Catalog Rules.
  2. You warrant that (a) any such content or contact complies with the Catalog Rules, (b) you own all rights to such content or, alternatively, you have the right to give us the rights granted below; and (c) the content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You will be liable to us and indemnify us for any losses, costs, or damages arising from or relating to a breach of this warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of that warranty.
  3. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Site.
  4. You grant us a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, royalty-free, unconditional, worldwide license to use, copy, distribute, display, and disclose to third parties any content you provide to us, including without limitation content you post in the pictures of listed items.
  5. LeapCloset provides for a direct user messaging functionality for the sole purpose of facilitating transactions between the users on the Site. Please note that LeapCloset may use automatic scanning tools/filters in order to detect and prevent spam and/or fraud and/or any other activity contrary to applicable legal acts on the Site. In such cases LeapCloset representatives will cross-check automatic-scanning/filtering results in order to determine what preventative action should be taken to ensure security of the platform.

7. RULES FOR LISTING ITEM

In respect of all items you offer for sale through the Services:

  1. You must ensure that such items comply with our Catalog Rules. Note that you may not list certain categories of items;
  2. You must be the legal and beneficial owner of such items and have the right to sell them​.
  3. The sale, use or possession of such items must not infringe the rights of any third party (including but not limited to any IP rights held by any third parties); and must not breach any applicable local, national or international law or regulation;
  4. To list an item you must complete an item placement questionnaire and provide such other information as we may require for all items that you offer for sale on the Site in accordance with our Catalog Rules​.
  5. By listing an item, you represent and confirm that the item complies with all aspects of the item questionnaire that you submit, including the category in which you list such item and any photograph of the item, and that such item questionnaire is complete. The terms of the item questionnaire that you submit will form the terms on which you offer the item for sale;
  6. When you submit the item questionnaire the item shall be deemed to be a "Catalog Item";
  7. The price for any Catalog Item shall be in Canadian dollars.
  8. You may amend the terms on which you offer a Catalog Item for sale at any time before you have entered into a contract to sell the relevant item; and
  9. You may remove a Catalog Item from the Site at any time before you have entered into a contract to sell the relevant item.

8. BUYING AND SELLING

When you are buying or selling a Catalog Item you should:

  1. agree the terms related to such transaction directly with the other party to the transaction. You are solely responsible for such transaction and we do not provide customer support for these transactions.
  2. All direct or indirect Catalog Item sales between LeapCloset users shall use LeapCloset payment and shipping services, otherwise all parties (users) involved in those transactions are subject to have their corresponding accounts blocked or terminated.

PAYMENT AND SHIPPING SERVICES

Please note that LeapCloset restrict integrated payment and shipping services as per sections 9 to 14 below only for users based within Canada and accordingly not offer them in order to facilitate cross-border transactions. If by any chance foreign credit and debit cards are accepted at payment page, then additional charges might apply. Additionally, all transactions shall be in Canadian dollars.

9. SELLER SERVICE FEE, BUYER PROTECTION FEE AND SHIPPING COST

  1. For all transactions, the sellers agree that LeapCloset shall receive a Seller Service Fee according to the rates and conditions as set out in the Pricelist.
  2. For the purchase of any Catalog Item or a Bundle of Catalog Items, the buyers agree to pay for the Buyer Protection Fee and corresponding Shipping Cost at the payment page according to rates and conditions as set out in the Pricelist.
  3. LeapCloset may amend the Pricelist from time to time provided that we inform you about such changes.

10. BUYING

  1. When you click "Pay” on the payment page, you acknowledge and agree that you enter into a contract with the seller to purchase that Catalog Item from them.
  2. When you enter into a contract to purchase a Catalog Item you warrant and undertake that you have the legal right to enter into such transaction.
  3. You may only terminate the contract with the seller where you are permitted by law.
  4. When you enter into a contract with a seller, payment will be taken from your credit or debit card immediately. Please see the "Payment Services" section below for more information.
  5. Only credit and debit cards issued by Canadian Financial Institutions are allowed.

11. SELLING

  1. A Catalog Item that is for sale is an offer by the seller of such item, which may be accepted by a buyer. See the "Buying" section above for more information.
  2. Once a user clicks "Pay" on the payment page you acknowledge and agree that you enter into a contract with that user (buyer) to sell that Catalog Item to them.
  3. Prior to entry into a contract with a buyer under section 11.2 above, you may consider offers for a Catalog Item from other Site users.
  4. You may only terminate the contract with the buyer to the extent permitted by law.

12. PAYMENT SERVICES

  1. Buyers must pay sellers for Catalog Items by credit or debit card.
  2. Additionally, payment at payment page will show the Buyer Protection Fee and the Shipping Cost as separate line items as part of the purchase order.
  3. Payments must be made in Canadian dollars and all prices are inclusive of sales tax (where applicable) and other applicable taxes.
  4. LeapCloset is not responsible to issue the invoice for the “purchase order”.
  5. The seller is responsible to issue the invoice for the purchase order. This invoice shall include the corresponding applicable taxes.
  6. The sellers are responsible to comply with “Canada Revenue Agency” (“CRA”) rulings in respect of taxes and duties on goods and services.
  7. The shipping address for the goods and services of the purchase order is indicated in the shipping label issued by LeapCloset, and provided to the seller for the shipment of the corresponding package.
  8. Buyers are responsible to pay for the Buyer Protection Fees and the Shipping Costs indicated on the purchase orders at payment page.
  9. Payment for Catalog Items, Buyer Protection Fee and corresponding Shipping Cost is in advance. The buyer’s credit or debit card will be charged when the buyer and seller enter into a contract for the purchase of an item under section 10. We will not pay to the seller’s bank chequing account until the buyer has accepted the item or is deemed to have accepted it. See the section entitled "Escrow Payment Terms" below for more information.
  10. You can only use Canadian Financial Institutions to receive payments from LeapCloset and the currency will be Canadian dollars.
  11. LeapCloset may at any point in time in its sole discretion suspend and/or cancel any transaction and/or requested payment should it have grounds to believe that such transaction may be fraudulent or contrary to applicable law or harmful to LeapCloset and/or any user or third party.
  12. We use a third-party service provider to process your payment and to store your credit or debit card or similar information. When using our Payment Services, you agree with our provider’s conditions and terms. We shall not be liable for the acts or omissions of such third party. You shall be solely responsible for the transmission of information connected to your credit or debit card, and we hereby exclude all liability to the extent permitted by law.

STRIPE

Credit and debit cards, and LeapCloset payments are processed via the electronic payment system Stripe.

To receive payments through Stripe, users have to provide the information requested on “My Wallet” questionnaire form on the Site. Some of the data shown on My Wallet form is imported from “My Profile” questionnaire form on the Site. Hence, if some of the imported data is missing you will need to go to My Profile form to update it accordingly. Stripe will create with your data an electronic money account that allows you to receive payments (“payouts”) in your bank chequing account. This electronic money account is call “e-wallet” for communication purposes.

When using Stripe, a separate contract is concluded between the user and Stripe in accordance with the Stripe Terms. By agreeing to these terms and conditions, the user automatically agrees to the former conditions as well as Stripe’s Privacy Policy that applies to processing of data collected by Stripe in for purpose of processing payments on the Site. Please visit www.stripe.com in order to access all applicable conditions.

When using our Payment Services, you agree with our provider’s conditions and terms. We shall not be liable for the acts or omissions of such third-party Payment Service provider. You shall be solely responsible for the transmission of information connected to your credit or debit card, and we hereby exclude all liability to the extent permitted by law.

Please know that for use of e-wallet Stripe applies Anti-Money-Laundering and Terrorist Financing (AML) and Know-Your-Customer (KYC) rules as specified in the Stripe conditions. However, LeapCloset reserves a right to apply lower value thresholds for triggering KYC identification requirements for sole purpose of preventing suspension of any future transactions by the Payment Service provider Stripe.

13. SHIPPING SERVICES

  1. LeapCloset works with “Canada Post” to provide the “Shipping Services” for all the shipments.
  2. The Shipping Costs are indicated in the in the Shipping Costs section of the Pricelist.
  3. Shipping Cost is always payable by the buyer of a Catalog Item.
  4. After a seller enters into a contract with a buyer for the purchase of one of this seller’s Catalog Item we will provide to this seller a confirmation of such purchase, and the Canada Post shipping label to ship the item. This seller must ship the Catalog Item that she or he has sold via Canada Post.
  5. Shipping Services are provided by Canada Post and may be subject to additional terms and conditions imposed by them, hence check canadapost.ca for more information. Before using their services please always check Canada Post’s non-mailable matters to find out which items are not allowed to mail, and also check Canada Post’s guide for more information about their parcel services.
  6. If you fail to send the item to the buyer within 5 business days after receipt of a shipping label, we shall be entitled to refund the purchase price to the buyer’s credit or debit card.
  7. We decline all responsibility for sent packages, packages and items which become lost or destroyed, or damaged by the shipping service provider and/or after delivery to a post-box or alike. Any risk of loss is carried by seller, buyer, and Canada Post.
  8. If the shipped package exceeds the weight limit and/or “Maximum Package Volume” as per the size selected by the seller, then it might NOT be insured and additional shipping costs might apply to the seller.
  9. Claims for lost or damaged packages shall be informed to help@leapcloset.com for further actions with Canada Post. Please visit Canada Post’s guide for more information about claims and refunds.

14. ESCROW PAYMENT TERMS

  1. The Site will advise the seller and the buyer when the purchase order has been delivered or shipped to the buyer. In order to protect buyers, we will hold the purchase price for an item for not less than 2 days after the date on which that item is delivered as shown in our system (or until a buyer confirms that there is no issue with the purchase). During this period, it is the buyer’s responsibility to raise an issue. After this period, compensation is no longer applicable, and funds are paid out to the seller. Please raise all issues via features available on the Site first, and if required contact LeapCloset’s Customer Service Team.
  2. If a buyer receives an item that is not materially as described on the platform or there is a damage on an item not informed previously or the delivery is incomplete, the buyer must click the “I have issues” button. Then, the Site will provide an issue questionnaire form for the buyer to provide all the required information, so the seller is aware of the issue.
  3. If a buyer does not click the “I have issues” button within 2 days after receipt of purchased item under sections 14.2 above, the buyer will be deemed to have accepted the purchased item. Hence, an “acceptance of the purchase” has occurred.
  4. Whenever an “acceptance the purchase” has occurred we will proceed to pay to the seller’s bank chequing account the purchase price of that item less the Service Fee, the Buyer Protection Fee, the corresponding purchase Shipping Costs, and any arrears due by the seller to us.
  5. Once an issue has been raised by the buyer, both the seller and the buyer shall discuss the issue through the Site messaging features and reach an agreement.
  6. LeapCloset allows two resolution scenarios as follows: 1) acceptance of the full purchase, or 2) refund of the full purchase. A partial acceptance on the Site is not allowed.
  7. If the buyer decides to accept the purchase as received or as described in “scenario 1” on section 14.6 above, the buyer should click the “Accept” button. If by any chance the buyer is delayed in executing this action after the agreement, the seller can advise LeapCloset’s Customer Service Team for them to confirm it and execute the corresponding action.
  8. Once an issue has been resolved among the seller and the buyer, and the purchase has been accepted as described on section 14.7 above, an “acceptance of the purchase” has occurred. Hence, we will proceed to pay the seller as described in section 14.4 above.
  9. If the seller decides to refund the purchase or as described in “scenario 2” on section 14.6 above, the seller should click the “Refund” button. If by any chance the seller is delayed in executing this action after the agreement, the buyer can advise LeapCloset’s Customer Service Team for them to confirm it and execute the corresponding action.
  10. Once an issue has been resolved among the seller and the buyer, and both have agreed to refund the purchase as described on section 14.9 above, the following actions will take place:
    1. The buyer and the seller will agree on the return shipping procedures and corresponding costs.
    2. The buyer will return the complete purchase order to the seller. The seller will be responsible to pay for the return Shipping Costs and LeapCloset will not issue any shipping label.
    3. Once the purchase item has been delivered to the seller, LeapCloset will proceed to refund the complete purchase price to the buyer less the Buyer Protection Fee and the Shipping Costs paid at the payment page.
  11. LeapCloset will not accept any repeated claims from users. LeapCloset reserves the right to deny compensation and claim back amounts paid out for a user in case the user in question has already received adequate compensation from other sources (e.g. third-party Payment Service provider).

GENERAL

15. REMOVAL, WARNINGS, BLOCKING, SUSPENSION AND TERMINATION

We may at our option, issue warnings, suspend, block or terminate your access to this Site and/or the Services (or any part of them) or remove any content uploaded, including without limitation, any Catalog Item if:

  1. you are in breach of these Terms;
  2. you act in any manner which we consider may damage our reputation; or
  3. you use the Site or Services in a manner which we consider to be fraudulent or contrary to law.

16. ACCESS TO THIS SITE AND ITS SERVICES AND CONTENT

  1. We do not guarantee that this Site, or any Services or content on it, will always be available or be uninterrupted.
  2. We reserve the right at any time and without notice to enhance, modify, alter, suspend or permanently discontinue all or any part of this Site, or any Services or content on it, and to restrict or prohibit access to it.

17. VIRUSES

  1. We do not guarantee that this Site will be secure or free from bugs or viruses.
  2. You are responsible for configuring your information technology, computer programs and platform in order to access this Site. You should use your own virus protection software.
  3. You must not misuse this Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
  4. You must not attempt to gain unauthorized access to this Site, the server on which this Site is stored, or any server, computer or database connected to this Site.
  5. You must not attack this Site via a denial-of-service attack or a distributed denial-of service attack.
  6. We will report any violations of law to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use this Site will cease immediately.

18. LIABILITY

  1. Nothing in these Terms limits or excludes our liability to you for any liability which cannot by law be excluded or limited by applicable law.
  2. We provide the Site and Services on an “as is” and “as available” basis.
  3. We make no warranties or representations, whether express or implied that this Site, any content and the Services on it:
    1. are accurate, complete, up-to-date or suitable for any purpose; or
    2. are free of error or omission.
  4. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to this Site, any content or the Services on it, whether express, implied, statutory or otherwise, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and those arising out of course of dealing or usage of trade.
  5. We provide an online facility to introduce individuals to one another to enable the purchase and sale of items between them and to allow them to communicate with one another. Buyers and sellers are solely responsible for transactions entered into using the Site. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties.  You agree that we are not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings.  If there is a dispute between users of the Site or Services, or between users and any third party, you understand and agree that we are under no obligation to become involved.  In the event that you have a dispute with any other user of the Site or Services, you hereby release us and our affiliates, and all of our officers, employees, agents, and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or the Site and Services.
  6. We are not responsible for any action or inaction of users of the Site or Services, or content provided by users of the Site including, without limitation:
    1. the descriptions or photos of items, including their accuracy and completeness;
    2. the quality, legality or safety of the items;
    3. the seller’s title to the items; or
    4. any seller’s or buyer’s right to enter into a sale.
  7. You agree to indemnify us for any loss, liability, cost or expense for any third-party claim arising from or connected to your misuse of the Site or Services or any use which is in breach of these Terms.
  8. In respect of any dispute you may have with another user of the Site, you agree to indemnify us for any loss or liability we incur as a result of any claim made against us by such user or any other third party as a result of such dispute.
  9. Subject to section 18.1, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or Services, or to your downloading of any content on it, or on any website linked to it.
  10. We are not responsible for any third-party service providers that you integrate into your account. We will not be liable for any loss or damage that may arise from your use of them.
  11. Subject to section 18.1, LeapCloset, its subsidiaries and affiliated companies accept no liability to you, whether in contract, tort (including negligence) or otherwise, for: (a) any loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; loss of business opportunity, goodwill or reputation; or (d) any direct, special, punitive, indirect, incidental or consequential damages, (e) or any other damages of whatsoever kind resulting from whatever cause through your use of the Services and our Site. 
  12. Subject to section 18.1, we limit our liability under this Agreement, whether such liability arises in contract, tort (including without limitation negligence) or otherwise, to a maximum of:
    1. the purchase price paid or payable for the relevant item in respect of any claim arising in relation to a transaction on this Site; and
    2. $100 in respect of any other claim.

19. COPYRIGHT POLICY

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the Copyright Act of Canada.  If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:

  • Your address, telephone number, and email address.
  • A description of the copyrighted work that you claim has been infringed.
  • A description of where the alleged infringing material is located.
  • A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law.
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
  • A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Copyright Agent:

LeapCloset Legal Department

legal@leapcloset.com 

For clarity, only copyright infringement notices should go to our Copyright Agent.  You acknowledge that if you fail to comply with all of the requirements of this section your notice may not be valid.

If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to the email address listed above containing the following information:

  • Your physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  • Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Calgary, Alberta, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. 

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement.  Please note that when we forward the counter-notification, it includes your personal information.  By submitting a counter-notification, you consent to having your information revealed in this way.  We will not forward the counter-notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within 10 business days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled.  If we receive such notification we will be unable to restore the material.  If we do not receive such notification, we may reinstate the material.

20. THIRD PARTY LINKS AND RESOURCES IN THIS SITE

  1. Where this Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.
  2. We assume no responsibility for the content of websites linked on our Site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

21. PROMOTIONS

  1. From time to time we may post promotions, competitions, games or prize draws on the Site and special terms and conditions related to the same.
  2. If there is any conflict between such special terms and conditions and these Terms, the special terms and conditions shall prevail.

22. EVENTS BEYOND OUR CONTROL

  1. We shall not be in breach of these Terms nor liable for delay in performing, or failure to perform, any obligations under these Terms agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control. In such circumstances we shall be entitled to a reasonable extension of the time for performing such obligations.

23. SEVERANCE

  1. If any or any part of the terms contained in these terms shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term shall to that extent be severed from the remaining terms which shall continue to be valid and enforceable to the fullest extent permitted by law.

24. ENTIRE AGREEMENT

  1. These Terms and all documents referred to in these Terms constitute the entire agreement between us and you and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us and you, whether written or oral, relating to its subject matter.
  2. We and you agree that in entering into these Terms have relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document referred to in them. Neither us nor you shall have any claim for innocent or negligent misrepresentation based on any statement in these terms or any document referred to in them.

25. APPLICABLE LAW & VENUE

  1. These Terms will be governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to any conflict of laws rules or provisions.
  2. You agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services will be filed only in the province or federal courts located in Calgary, Alberta.  You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

26. TRADE MARKS AND TRADE NAMES

  1. LeapCloset is a registered trade name of LEANTERPRISE INC.
  2. Any other trade name or trade mark displayed on the Site is not owned by us or our group companies. Any use of such trade names and trade marks may be an infringement of the rights of the owner in those trade names and trade marks.

27. ARBITRATION AGREEMENT & WAIVER OF CERTAIN RIGHTS

You and LeapCloset agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings.  You and LeapCloset hereby waive any right to a jury trial of any Claim (defined below).  All controversies, claims, counterclaims, or other disputes arising between you and LeapCloset relating to these Terms or the Offerings (each a “Claim”) shall be submitted for binding arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada (“ADRIC Rules”).  The arbitration will be heard and determined by a single arbitrator.  The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, LeapCloset might pay as much of the administrative costs and arbitrator's fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive.  In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you or LeapCloset from seeking action by federal, provincial, or local government agencies.  You and LeapCloset also have the right to bring qualifying claims in small claims court.  In addition, you and LeapCloset retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Neither you nor LeapCloset may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim.  Claims may not be arbitrated on a class or representative basis.  The arbitrator can decide only your and/or LeapCloset’s individual Claims.  The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect.  No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement.  Such a waiver shall not waive or affect any other portion of this Terms.  This Section of the Terms will survive the termination of your relationship with LeapCloset.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN ADRIC RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.  OTHER RIGHTS THAT YOU OR LeapCloset WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

28. AMENDMENTS TO THESE TERMS

  1. We may change these Terms from time to time by posting an amended version on this page in the following circumstances:
    1. to reflect changes or expected changes in relevant laws and regulatory requirements;
    2. to reflect any ruling by a court, regulator or any other similar body having authority;
    3. to make these terms clearer or fairer;
    4. to reflect changes and developments in how we operate our business;
    5. to rectify any error which we may discover at a later date; or
    6. to reflect changes in market conditions or standard industry practice.
  2. We recommend that you check this page from time to time, as your continued use of this Site after these Terms are amended shall mean that you agree to be bound by such changes.

29. CONTACT

For all support-based enquiries, you can contact our Customer Service Team by sending an email to help@leapcloset.com the team. For all legal based enquiries, please contact us through legal@leapcloset.com.