Welcome to ShopDowntownSidney.com, the business hereinafter referred to as SDS! By using SDS' products, software, services or web sites, you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the "Terms"). We may update the Terms in the future, and if we do so we will notify you by email.

1. USE OF SERVICES 

SDS offers it's services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Canada or other applicable jurisdiction. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of ShopDowntownSidney.com services. You are responsible for maintaining the confidentiality of your account password and are responsible for all activities that occur under your account. You agree to immediately notify SDS of any unauthorized use of your password or account or any other breach of security. SDS cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your password secure.

2. APPROPRIATE CONDUCT 

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") are the sole responsibility of the person from which such Content originated. SDS reserves the right but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via ShopDowntownSidney.com services. You understand that by using ShopDowntownSidney.com services you may be exposed to Content that is offensive, indecent or objectionable and that you use ShopDowntownSidney.com services at your own risk. 

You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using ShopDowntownSidney.com services and for any consequences thereof. You agree to use ShopDowntownSidney.com services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts ShopDowntownSidney.com services or servers or networks connected to ShopDowntownSidney.com services. To report any activity or Content that may violate the Terms, please email us at shopdowntownsidney@gmail.com. In addition to this agreement, your use of some specific ShopDowntownSidney.com services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement. You agree to comply with your company's data usage and privacy policies.

3. ShopDowntownSidney.com PRIVACY POLICY 

By using ShopDowntownSidney.com services, you acknowledge and agree that ShopDowntownSidney.com may access, preserve, and disclose your account information and any Content associated with that account if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce the Terms, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), or (d) protect against imminent harm to the rights, property or safety of ShopDowntownSidney.com, its users or the public as required or permitted by law. You understand that the technical processing and transmission of ShopDowntownSidney.com services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.  You also understand and agree that your administrator (Admin) may have access to your account and its content, and may suspend or terminate your account access and your ability to modify your account.

4. PHYSICAL LOCATION WITHIN C1 ZONE

You understand that in order to have your business and it's products or services listed on ShopDowntownSidney.com you must have a business address in the C1 zone of downtown Sidney. If your business sells products, it must have a retail location where your store is selling products. If your business sells services it must have a physical location where you are offering that service. No post office boxes or virtual offices as an address. If you close your business or move out of downtown Sidney core your ShopDowntownSidney.com online store will be closed as well. If you close your business or move out of downtown Sidney core you are no longer entitled to receive any profit sharing remuneration.

5. RESTRICTIONS ON PRODUCTS

You agree that no more than 20% of the products offered online can be items not carried in your retail store.

6. COMMISSION 15%

You understand and agree that for every product sold through ShopDowntownSidney.com you will be charged a 15% commission on each sale. The rate of 15% may be lowered at any time without notice from time to time but may not be raised. Lowering the commission under certain circumstances does not mean it will be the new rate in perpetuity.

7. PROFIT SHARING

Profits earned by SDS, after all, expenses and taxes, will be shared on a quarterly basis between SDS ownership and business owners. The split will be 51-49 with SDS receiving the greater portion. These rebates will be paid within two weeks of the end of the last quarter. SDS reserves the right to change the frequency of when these profit-sharing rebates are paid out but not without giving one period notice in advance of doing so. The first 5% of profits would be split between affordable housing support (3%) and (2%) for SDS staff members, support staff and contractors who qualify. Businesses must average $200 per month or more in online sales per quarter to qualify to participate in Profit Sharing.

8. PROPRIETARY RIGHTS 

SDS's Rights 

You acknowledge and agree that ShopDowntownSidney.com services and any necessary software used in connection with ShopDowntownSidney.com services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that Content contained in sponsor advertisements or presented to you through ShopDowntownSidney.com services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by ShopDowntownSidney.com or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, ShopDowntownSidney.com services or Software, in whole or in part except as specifically authorized in a separate written agreement.  Subject to the Terms, SDS grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law or has been expressly authorized by SDS in writing. You agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to ShopDowntownSidney.com services. You agree not to access ShopDowntownSidney.com services by any means other than through the interface that is provided by ShopDowntownSidney.com for use in accessing ShopDowntownSidney.com services except as specifically authorized in a separate written agreement.  Except as expressly authorized by SDS you agree not to use, copy, imitate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter ShopDowntownSidney.com's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the ShopDowntownSidney.com services or Software. 

Your Rights 

SDS claims no ownership or control over any Content submitted, posted or displayed by you on or through ShopDowntownSidney.com services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through ShopDowntownSidney.com services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through ShopDowntownSidney.com services which are intended to be available to the members of the public, you grant SDS a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on ShopDowntownSidney.com services for the purpose of displaying, distributing and promoting ShopDowntownSidney.com services. SDS reserves the right to syndicate Content submitted, posted or displayed by you on or through ShopDowntownSidney.com services and use that Content in connection with any service offered by SDS. SDS furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.  You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.  

9. SOFTWARE AND AUTOMATIC UPDATES 

Your use of any Software provided by ShopDowntownSidney.com will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. ShopDowntownSidney.com Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop ShopDowntownSidney.com services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions. 

10. POLICIES REGARDING COPYRIGHT AND TRADEMARKS 

It is our policy to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act or other applicable law and to terminating the accounts of repeat infringers.  Any use of ShopDowntownSidney.com's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with the Terms and in compliance with SDS's then current Brand Feature use guidelines, and any content contained or reference therein, which SDS may provide from time to time.

11. GENERAL PRACTICES REGARDING USE AND STORAGE 

You agree that SDS has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by ShopDowntownSidney.com services. You acknowledge that SDS may have set no fixed upper limit on the number of transmissions you may send or receive through ShopDowntownSidney.com services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.  Upon the termination of your use of ShopDowntownSidney.com services, including upon receipt of a certificate or other legal document confirming your death, SDS will close your account and you will no longer be able to retrieve content contained in that account. 

12. PERSONAL NON-COMMERCIAL USE 

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of ShopDowntownSidney.com services, use of ShopDowntownSidney.com services, or access to ShopDowntownSidney.com services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.

13. MODIFICATIONS TO SERVICE 

SDS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, ShopDowntownSidney.com services (or any part thereof) with or without notice. You agree that ShopDowntownSidney.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of ShopDowntownSidney.com services.

14. TERMINATION 

You may discontinue your use of ShopDowntownSidney.com services at any time. You agree that SDS may at any time and for any reason, including a period of account inactivity, terminate your access to ShopDowntownSidney.com services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to ShopDowntownSidney.com services, your account or any files or other content contained in your account. Sections 10 (Termination), 13 (Indemnity), 14 (Disclaimer of Warranties), 15 (Limitations of Liability), 16 (Exclusions and Limitations) and 19 (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration or termination. 

15. ADVERTISEMENTS 

Some ShopDowntownSidney.com services are supported by advertising revenue and may display advertisements and promotions on the service. Such advertisements may be targeted to the content of information stored on the ShopDowntownSidney.com services, queries made through ShopDowntownSidney.com services or other information. The manner, mode and extent of advertising by ShopDowntownSidney.com on its services are subject to change. As consideration for your use of ShopDowntownSidney.com services, you agree that SDS may place such advertising and that SDS shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of the presence of such advertisers on ShopDowntownSidney.com services or your subsequent dealings with advertisers.

16. LINKS 

ShopDowntownSidney.com services may provide, or third parties may provide, links to other World Wide Web sites or resources. SDS may have no control over such sites and resources and you acknowledge and agree that SDS is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SDS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such site or resource.

17. INDEMNITY 

You agree to hold harmless and indemnify SDS, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively "ShopDowntownSidney.com and Partners") from and against any third party claim arising from or in any way related to your use of ShopDowntownSidney.com services, violation of the Terms or any other actions connected with use of ShopDowntownSidney.com services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, SDS will provide you with written notice of such claim, suit or action. 

18. DISCLAIMER OF WARRANTIES 

You expressly understand and agree that: a. Your use of ShopDowntownSidney.com services is at your sole risk. ShopDowntownSidney.com services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, SDS expressly disclaim all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. b. SDS does not warrant that (i) ShopDowntownSidney.com services will meet your requirements, (ii) ShopDowntownSidney.com services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of ShopDowntownSidney.com services will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through shopdowntownsidney.com services will meet your expectations, and (v) any errors in the software will be corrected. c. Any material downloaded or otherwise obtained through the use of ShopDowntownSidney.com services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. d. No advice or information, whether oral or written, obtained by you from SDS or through or from ShopDowntownSidney.com services shall create any warranty not expressly stated in the terms.

19. LIMITATION OF LIABILITY 

You expressly understand and agree that SDS shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if SDS has been advised of the possibility of such damages) resulting from: (i) the use or the inability to use shopdowntownsidney.com ShopDowntownSidney.com services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from ShopDowntownSidney.com; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on shopdowntownsidney.com services; or (v) any other matter relating to ShopDowntownSidney.com services. 

Nothing in this agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the above limitations in sections 14 and 15 which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law. 

20. NO THIRD PARTY BENEFICIARIES 

You agree that, except as otherwise expressly provided in the terms, there shall be no third party beneficiaries to the terms. 

21. NOTICE 

You agree that SDS may provide you with notices, including those regarding changes to the terms, by email, regular mail, or postings on ShopDowntownSidney.com. 

22. ENTIRE AGREEMENT

The Terms (including any policies, guidelines or amendments that may be presented to your form time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and SDS and govern your use of ShopDowntownSidney.com services, superceding any prior agreements between you and SDS for the use of ShopDowntownSidney.com services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SDS services, affiliate services, third-party content or third-party software. 

23. CHOICE OF LAW AND FORUM

The Terms and the relationship between you and SDS shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and SDS agree to submit to the personal and exclusive jurisdiction of the courts located within Victoria BC.

24. WAIVER AND SEVERABILITY OF TERMS  

The failure of SDS to exercise or enforce any right or provision of the terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. 

25. STATUTE OF LIMITATIONS  

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of ShopDowntownSidney.com services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section headings in the Terms are for convenience only and have no legal or contractual effect.