www.ocanova.ca

Effective date: April 1^st, 2025

Last update: January 12^th, 2026

 

By signing up for an Ocanova Vendor Account, you are agreeing to be bound by the following Vendor Agreement and Terms of Service contract.

 

1 - Definition of Terms

 

As used in this Vendor Agreement and Terms of Service contract, "we", "us", "our" and "Ocanova" means the applicable Ocanova Contracting Party (as defined in Section 13 below), and "you", or "your" means the Vendor, if registering either as a Canadian individual or as Canadian business.

 

This Vendor Agreement and Terms of Service (referred to herein as the "Contract") govern your use of our platform.

 

Ocanova provides a focused e-commerce platform that enables Canadian Vendors to unify their commerce activities and reach Canadian consumers. This platform includes a range of tools for Vendors to build and customize online stores, manage products, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers.  Any such services offered by Ocanova are referred to in this Contract as the "Services". Any new features or tools that are added to the current Services will also be subject to the Contract.

 

A Vendor who registers to sell on our platform will be granted a Vendor Account (referred to herein as the 'Account'.

 

A Vendor's dedicated space and product listings on our platform will be referred to as the "Store" throughout this Contract.

 

The Vendor’s email address that is provided upon opening an Account or an email that has been updated as the primary method for communication with Ocanova is considered the "Primary Email Address".

 

The products made available for sale within a Vendor's Store on the Ocanova platform shall be referred to as the "Materials" throughout this contract.

 

The date in which your Monthly Plan Fee will be billed, after the 30-day free trial, will be designated as your "Billing Date".

 

You must read, agree with and accept all the terms and conditions contained or expressly referenced in this Contract, including Ocanova's Privacy Policy and Terms and Conditions before you sign up for an Ocanova Account.

 

Simplified Summaries are provided for convenience only and appear in italic after each section, but these summaries are not legally binding. By using the Services of Ocanova, you are agreeing to the terms that are mentioned in the Contract. It is important to periodically verify if any changes or updates have been made to the Contract.

 

 

2 - Account Terms

 

1. To access and use the Services, you must register for a Ocanova Account. To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, a business provincial or federal ID number, GST and PST sales tax numbers and any other information indicated as required. Ocanova may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
2. You must at least 18 years old to open an Account and use our Services.
3. You confirm that you are receiving any Services provided by Ocanova for the purposes of carrying on a business activity and not for any personal, household or family purpose.
4. You acknowledge that Ocanova will use the email address provided upon opening an Account or an email that has been updated as the primary method for communication with you ("Primary Email Address"). You must monitor the Primary Email Address you provide to Ocanova, and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Ocanova can only be authenticated if they come from your Primary Email Address.
5. You are responsible for keeping your password secure. Ocanova cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.
6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Ocanova.
7. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Ocanova Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
8. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
9. You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. "Materials" means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, product reviews, or other business content and data provided or made available by you or on your behalf to Ocanova or its affiliates.

 

Simplified Summary: You are responsible for your Account, the Materials you upload to the Ocanova Service and the operation of your Ocanova Store. If you violate Ocanova's Vendor Agreement and Terms of Service, we may cancel your Account. If we need to reach you, we will communicate via your Primary Email Address.

 

 

3 - Vendor Compliance Requirements

 

Acceptance to our platform as a Vendor is contingent upon meeting a series of rigorous vendor compliance requirements. Vendors must comply with all requirements outlined in this Contract, including, but not limited to, these listed below.

 

Canadian Company Requirement: Being a Canadian-exclusive platform, Ocanova only accepts vendors that are 100% Canadian-owned and operated, as well as headquartered and legally registered in Canada. Having a Canadian-based headquarters is a requirement, even if a company operates offices or warehouses in other countries (refer to Section 5.1 - Vendor Eligibility for more details).

 

All Vendor Merchandise Must be Stored in Canada: Inventory from all vendors must be stored and shipped from a Canadian warehouse, including vendors that sell imported products. Vendors who rely on third-party, international drop-shipping services will not be permitted on our platform, however drop-shipping within Canada is permitted (refer to Section 5.1 - Vendor Eligibility for more details).

 

Admissible Use Policy: As a Vendor on our platform, it is your responsibility to know and comply with all applicable legal requirements for your products. You must also ensure that none of the products listed in your Store are among those prohibited from being listed (refer to section 5.2 - Admissible Use Policy for more details).

 

Product Prices Must Include Shipping: The prices of your products must include the shipping (refer

to Section 4.8.5 - Create Your Store for more details).

 

Businesses Certification: To ensure the security and validity of your Account, Ocanova will conduct a verification process using the information provided during registration. Your company's identification number will be validated with the proper authorities to ensure that the company exists and is still in operation.  on request with Ocanova is valid. After validation is complete, we will send an official welcome letter and activation code to the physical business address on file with the governing authorities (refer to Section 4.4 - Certification Process for more details).

 

Pricing Integrity: To maintain uniformity in pricing, it is mandatory that the total cost of any product on your company's website (inclusive of shipping) mirrors the corresponding price available on Ocanova’s platform for shared product listings (refer to Section 5.3 - Price Policy for more details).

 

 

4 - Account Activation

 

4.1 - Store Owner

1. Subject to Section 4.1.2, the person signing up for the Service by opening an Account will be the contracting party ("Store Owner") for the purposes of our Contract and will be the person who is authorized to use any corresponding Account we may provide to the Store Owner in connection with the Services. You are responsible for ensuring that the name of the Store Owner (including the legal name of the company that owns the Store, if applicable) is clearly visible on the Store's page.
2. If you are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Contract.
3. Your Ocanova Store can only be associated with one Store Owner. If there are multiple owners in a company that has a Store, one owner or authorized employee must be associated with the Store. A Store Owner may have multiple Ocanova Stores. You agree to use Ocanova Checkout for your store.

 

4.2 - Staff Accounts

1. You will have the option to create one or more staff accounts ("Staff Accounts") allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Store Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to sales information on the Reports page or prevent Staff Accounts from changing general store settings).
2. The Store Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Staff Accounts, comply with this Contract; and (b) any breach of this Contract by the Store Owner's employees, agents or subcontractors. The Store Owner acknowledges and agrees that Store Owner will be responsible for the performance of all its obligations under the Contract, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Store Owner.
3. The Store Owner and the users under Staff Accounts are each referred to as a "Store User".

 

4.3 - Getting Started

1.      Submit your Primary Email Address. This email address will be the primary method of communication with Ocanova. Your email communications with Ocanova can only be authenticated if they come from your Primary Email Address.

2.      Create a strong password.

3.      After your email is authenticated, you will be asked to select your business type. You must indicate that you are either a manufacturer, wholesaler (or distributor), retailer, an importer or an individual seller.

4.      For Ocanova to validate that your company is Canadian, you will be asked to provide the following details: your registered company name, company identification number, and the province where the company was registered. You will have to mention if the company is a federal or provincial incorporation.

5.      You will have to provide us with your registered business address and the company website address, if one exists.

6.      To complete your registration, please enter the name of the person who will manage the account, their telephone number, and their relationship with the company.

 

4.4 - Certification Process

1.      To ensure the security and validity of your Account, Ocanova will conduct a verification process using the information provided during registration. Your company's identification number will be validated with the proper authorities to ensure that the company exists and is still in operation.

2.      After validation is complete, we will send an official welcome letter and activation code to the physical business address on file with the governing authorities.

3.      To activate your Ocanova Account, you must then enter the provided activation code within your Account settings.

4.      We may also contact the company directly by telephone to verify that the account creation request with Ocanova is valid.

5.      For verification purposes, the IP address used during registration will be recorded and cross-referenced with the submitted information.

6.      For individual sellers, we may require a recent utility invoice (from an internet, electricity, or cellular telephone provider) to verify your valid Canadian address.

7.      Should we require additional information to validate your identity, we reserve the right to request a video call for you to present government-issued identification. Your registration will be denied if identity validation is not possible.

 

4.5 - 30-Day Free Trial

1.      Upon successful completion of the company verification, an email will be sent to your Primary Email Address outlining how to proceed to the next step.

2.      You will have 30 days to set up your store and begin selling your products. After this time, your Monthly Plan subscription will begin, and your first payment will be processed. This date will be designated as your "Billing Date".

3.      You will have the option to cancel your subscription before the Billing Date.

4.      Please note that all sales generated prior to the initial Billing Date are subject to our Transaction Fee, as outlined in Section 5.4.2 – Fees and Taxes.

 

4.6 - Choose a Monthly Plan

You will be asked to choose a business Monthly Plan. Your Monthly Plan is based on the scale of your business and the number of items you wish to include in your Store. For a complete breakdown of costs, refer to Section 5.4.1 - Fees and Taxes.

 

4.7 - Provide Credit Card Information

1.      To process the Monthly Plan Fee, you will have to enter your credit card information.

 

4.8 - Create your Store

1. Enter the provided Activation Code: To have access to the features of your Store, you will be asked to enter the Activation Code that was sent to your physical business address on file with the governing authorities.
2. Set up your Payment Method: Subsequently, you will be requested to select your preferred Payment Method to receive your sales revenue.
3. Add your products: Navigate to the "Products" section of your admin dashboard and add details like the product title, description, and images. You can also organize them into collections to make browsing easier for customers. The origin of each product will have to be identified as described in Section 4.9 - Product Identification.
4. Choose and customize a theme: Create a professional-looking design for your Store by selecting a theme from our curated options. You can customize the theme's layout, colors, and fonts to match your brand.
5. Configure product prices

The prices of your products MUST include the shipping.

Determine costs by zone: You must calculate and integrate shipping costs into your product's final price. You will set different rates for various shipping zones, such as:

1.      Local

2.      Within your province

3.      Inter-provincial

4.      International

Our system automates pricing: When a customer places an order, our system will automatically detect their location and apply the correct price for their shipping zone.

Offer bundle discounts: If a customer orders multiple items that can be shipped in the same box, you have the option to offer a shipping rebate for the second item. This provides a saving for the customer while still covering your combined shipping costs.

6. Add key pages: Create essential pages for your store, such as an "About Us" page to share your brand story and an "FAQ" page to answer common customer questions.
7. Test your store: Place a test order to ensure that the checkout process works correctly before launching. This helps confirm your payment, shipping, and inventory settings are accurate.
8. Launch your store: Once your setup is complete, you can remove the password protection to officially open your store and start selling on our platform!

 

4.9 – Product Identification

Every product's country of origin must be clearly labeled. When you add products in your Store, you will have to assign the correct abbreviation for each product. The abbreviation will then be displayed beside the product to inform customers of its origin. A mouseover action over the abbreviation will display its description.

Incorrect, misrepresented, or misleading product label abbreviations in your Store will result in a fine and may lead to the suspension and eventual termination of your Ocanova Account (refer to Section 4.7 - Fines, Suspension and Termination).

1.      PC – Product of Canada (Requires at least 98% of Canadian content. This includes the ingredients, processing and labour)

2.      MC – Made in Canada (Requires at least 51% of Canadian content. May include imported ingredients, but processing and labour is in Canada)

3.      AC – Assembled in Canada (Assembled in Canada but is not made in Canada)

4.      CC – Canned in Canada (Canned in Canada but is not made in Canada)

5.      DC – Designed in Canada (Designed in Canada but is not made in Canada)

6.      DB – Distilled and bottled in Canada (Distilled and bottled in Canada but is not made in Canada)

7.      EN – Engineered in Canada (Engineered in Canada but is not made in Canada)

8.      PA – Packaged in Canada (Packaged in Canada but is not made in Canada)

9.      PE – Prepared in Canada (Prepared in Canada but is not made in Canada)

10.  PO – Processed in Canada (Processed in Canada but is not made in Canada)

11.  PD – Produced in Canada (Produced in Canada but is not made in Canada)

12.  PU – Published in Canada (Published in Canada but is not made in Canada)

13.  RE – Refined in Canada (Refined in Canada but is not made in Canada)

14.  RB – Roasted and blended in Canada (Roasted and blended in Canada but is not made in Canada)

15.  IM – Imported From (country of origin)

 

Simplified Summary: Only one person can be the “Store Owner”, usually the person signing up for the Ocanova Services. The Store Owner is responsible for the Account, is bound by this Contract and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Store Owner responsible for your Account. After providing us with information about your business, a verification process will take place. Following the successful verification of

 

your company's credentials, you will be authorized to open your Ocanova Account and establish your Store. Any Vendor that misrepresents a product, will be fined and subject to an eventual Account termination after multiple violations.

 

 

5 - Selling on Ocanova

 

5.1 - Vendor Eligibility

As a Canadian-exclusive platform, Ocanova only accepts vendors that are 100% Canadian-owned and operated, as well as headquartered and legally registered in Canada. Having a Canadian-based headquarters is a requirement, even if a company operates offices or warehouses in other countries.

Below are the specific restrictions for each business structure:

·         Manufacturers: Manufacturing Canadian or imported goods. The headquarters and factory must be in Canada.

·         Wholesalers or distributors: Distributing Canadian or imported goods. The headquarters must be in Canada and all goods must be shipped from Canada.

·         Retailers: Selling Canadian or imported goods. The headquarters must be in Canada and all goods must be shipped from Canada.

·         Importers: Selling imported goods. Vendors selling imported goods are required to have their company headquarters in Canada. All inventory must be stored and shipped from a Canadian warehouse. Vendors who rely on third-party, international drop-shipping services will not be permitted on our platform.

·          Individual sellers: Selling Canadian or imported goods. The place of business must be in Canada and all goods must be shipped from Canada.

You must maintain an accurate location in the administrative console of your Store. If you change jurisdictions, you must promptly update your location in the administrative console. This location MUST ALWAYS be in the country of Canada.

 

Simplified Summary: Ocanova is committed to local commerce. That's why we require all vendors to be 100% Canadian-owned, with their operations, headquarters, registration, and inventory all based in Canada.

 

5.2 - Admissible Use Policy

A wide variety of products are prohibited from being sold online in Canada due to federal and provincial laws. As the business owner, you bear ultimate responsibility for your operations. When using our Services, you are required to comply with rules of this Contract, partner agreements, and applicable laws.

1.      As a Vendor on our platform, it is your responsibility to know and comply with all applicable legal requirements for your products. Using the Ocanova platform for any illegal activity in your jurisdiction is strictly prohibited. While we recognize that laws and regulations can be complex, as a merchant, you are responsible for understanding and complying with all relevant legal boundaries in the markets you serve. Your decision to sell in a particular market implies a commitment to serious engagement and compliance.

2.      Bilingual labeling: Canada's Consumer Packaging and Labelling Act requires mandatory information on consumer products to be displayed in both English and French.

3.       All Vendors must uphold ethical commercial standards. The Ocanova platform prohibits any activities that violate the social contract of commerce, including threatening or inciting violence against individuals or groups, and selling products that promote intentional self-harm.

4.      Adherence to our agreements is mandatory and our Contract is crucial to our platform's operation. This Contract legally binds you as a Vendor and specifies the rules you must follow.

5.      We require all Vendors to act in good faith. Failure to do so may result in Account termination or suspension. We will not tolerate attempts to manipulate our systems or circumvent our rules. This includes fraudulent behavior against Ocanova, other Vendors, or Customers, as

well as malicious practices like sending spam. While our priority is to minimize business disruption, such violations will necessitate immediate account termination.

6.      The listing of any prohibited product in a Vendor’s Store will result in a $1,000 fine and the immediate termination of the Vendor's account (refer to Section 4.6 - Fines, Suspension and Termination).

 

Prohibited Product Types on Ocanova

 

Prohibited product types on our platform include, but aren't limited to, the following examples:

Controlled and prohibited substances

·         Drugs and drug-related products are prohibited.

·         Alcohol and tobacco: The sale of alcoholic beverages, tobacco products, and related items, such as e-cigarettes and vaping products, is heavily restricted and prohibited.

·         Cannabis and paraphernalia: The sale of cannabis, CBD products, THC, and drug paraphernalia (including bongs and pipes) is prohibited.

·         Drugs and medical devices: Prescription drugs and over-the-counter medications are prohibited. The sale of certain regulated medical devices and products with unsubstantiated medical claims are also prohibited.

·         Hazardous materials: Items that are radioactive, explosive, highly flammable, toxic, or otherwise dangerous are prohibited. 

·         Health supplement products from unlicensed Vendors are strictly prohibited.

 

Weapons and related items

·         Firearms and explosives: The sale of firearms, ammunition, explosive materials, fireworks, and replica weapons is strictly prohibited.

·         Knives and other weapons: Many types of knives, such as switchblades, daggers, and martial arts weapons are prohibited.

·         Lock-picking devices: Tools intended for lock-picking and theft are prohibited. 

 

Animal and human products

·         Live animals and illegal wildlife: The selling of any live animal species, pets, insects, marine mammals, as well as parts or products from endangered or threatened species, is prohibited. This includes items made from ivory, cat, or dog parts.

·         Human remains: Human body parts, fluids, and remains are not permitted, including items like hair, teeth, and nails.

 

Recalled and unsafe products

·         Recalled items: It is illegal to sell products that have been recalled by a manufacturer or government agency, including Health Canada.

·         Uncertified electronics: Electrical products that not certified in accordance with the Canadian Electrical Code (CEC) are prohibited.

·         Children's products: Health Canada has banned several products for children due to safety risks, such as baby walkers and certain jewelry containing high levels of lead.

·         Magnets: High-powered magnets or magnet sets that can be swallowed are prohibited.

 

Intellectual property and counterfeit goods

·         Counterfeit and knockoff products: Selling counterfeit, illegally replicated, or unlicensed merchandise is strictly prohibited.

·         Pirated media: Unauthorized or recopied media, such as movies, music, and software, is prohibited.

·         Patent, trademark or copyright infringement: Selling products that infringe on someone else's patent, trademark or copyright is prohibited.

 

Other restricted or prohibited items

·         Offensive content: Items that promote violence, hatred, or illegal activity are prohibited.

 

·         Adult content: Mature and adult content or services, or products that have nudity are prohibited.

·         Money and financial products: All currency, coins, counterfeit money, and all cash equivalents are prohibited.

·         Digital products: All products delivered by digital download, such as e-books, software, and digital accounts are prohibited.

·         Pesticides: Pesticides that are illegal according to Health Canada are prohibited.

·         Gambling products are prohibited.

·         Electronic devices used to jam, block or interfere with other electronic devices to disable or alter their functions are prohibited.

·         Electronic devices intended primarily for the hidden or unauthorized recording of communication are prohibited.

·         Hazardous and non-shippable materials are prohibited.

·         Baby products and toys that do not conform to the Canada Consumer Product Safety Act are prohibited.

·         Digital currencies, securities and other investment related products are prohibited.

·         Warranties, service plans, contracts and guarantees are prohibited.

 

5.3 – Price Policy

Vendors must maintain price parity for all shared listings. As a vendor, you are required to ensure that the final price (product price + shipping) of all shared listings on your company's website is never lower than the price you offer on the Ocanova platform. A Vendor will be fined if this Price Policy is not respected (refer to Section 5.7.4 - Fines).

 

5.4 - Fees and Taxes

As a Vendor on our Site, you will be obligated to pay Fees to use our Services. The applicable Fees will consist of a Monthly Plan Fee and Transaction Fees. The Monthly Plan Fee is a flat monthly charge, while the Transaction Fees are a percentage of sales made through your Store.

 

1.      Monthly Plan Fees

The tiered pricing structure for Monthly Plan Fees is dependent on the quantity of items you list in your Store.

Starter Plan: For businesses with 1 to 10 items, the cost is $15.99 per month.

Growth Plan: For businesses with 11 to 99 items, the cost is $29.99 per month.

Enterprise Plan: For businesses with 100 items or more, the cost is $149.99 per month

 

Monthly Plan Fees are charged in Canadian dollars and in advance. They will be billed in 30-day intervals (each such date, a "Billing Date"). The first Billing Date is determined when Vendor’s Store is initially created even if the Store is not fully operational and not all Materials were uploaded to the Store. You may also be charged on a Billing Date any outstanding Fees that have not previously been charged. Monthly Plan Fees will appear on an invoice, which will be sent to the Store Owner via the Primary Email Address provided. As well, an invoice will appear on the Account page of your Store's administrative console.

 

You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Ocanova will charge recurring Monthly Plan Fees to any valid payment method that you authorize ("Authorized Payment Method"), and Ocanova will continue to charge the Authorized Payment Method for these Fees until the Services are terminated.

 

If we cannot process the payment of Monthly Plan Fee using an Authorized Payment Method, we may make subsequent attempts to process the payment using any Authorized Payment

 

Method. If we are unable to successfully process the payment of your Monthly Plan Fee using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may

 

not be able to access your Account or your Store during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Ocanova reserves the right to terminate your Account in accordance with Section 14 - Term and Termination.

 

Monthly Plans can also be upgraded or downgraded. When a Monthly Plan is either upgraded or downgraded before or after your Billing Date, only the difference will be billed or reimbursed via your Authorized Payment Method. The number of items you can display in your Store will then change when you switch to a different Monthly Plan.

In the event of Account termination during a billing cycle, the Vendor is not entitled to a refund of any unused portion of the Monthly Plan Fee.

 

2.      Transaction Fees

Vendors incur Transaction Fees per sale, which are calculated as a percentage of the sale plus a fixed amount.

 

The percentage amount represents 5% of the total transaction (item price + shipping + GST and PST taxes).

 

The fixed amount is $0.30 per processed transaction.

 

The Transaction Fee is separate from your Monthly Plan fee.

 

Credit and debit card processing fees are included in our service and will NOT be passed on to you.

 

The Transaction Fee will be deducted from your Vendor Payout (refer to Section 7 – Vendor Payout Process). An invoice will also be provided at the time of the Vendor Payout.

 

3. Taxes

All Fees do not include federal (GST) and provincial (PST) sale taxes, unless exempt from paying such Taxes.

As an Ocanova vendor, you are responsible for paying all applicable taxes. We calculate your taxes using the tax rates corresponding to the billing address you have provided us.

If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Your tax-exempt status is effective from the date we receive your satisfactory documentation. If you are not charged Taxes by us, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or because of any sale on your Store or your use of the Services. The Services are not a marketplace. Any contract of sale made through the Services is directly between you and your customers.

 

Simplified Summary: A valid payment method (such as a credit card) must remain on file to pay Monthly Plan Fee. The Monthly Plan Fee will be billed every 30 days. All Transaction Fees will be deducted from your Vendor Payout. If we are unable to process payment of Fees using your payment method within 28 days of our initial attempt, Ocanova may suspend your Store. You are responsible for all Taxes relating to your Store or use of the Services. No refunds for unused Services.

 

5.5 - Fulfillment Program and Shipping

1.       Fulfillment Program: We have partnered with a reliable Canadian third-party fulfillment and shipping company. With this partnership, our Fulfillment Program lets you warehouse your products in their facilities. Our Third-Party’s reliable logistics will quickly and efficiently get your deliveries to

your customers. After a sale is complete, they manage the entire fulfillment process, from picking and packing to shipping. Plus, with real-time updates on order and shipping status, your channels stay perfectly synchronized, ensuring accuracy and a seamless experience for you and your

 

customers. You can optimize your logistics and achieve ultimate efficiency for a minimal cost with our Fulfillment Program.

 

2.       Shipping: For your convenience, we've negotiated competitive rates with a reliable third-party shipping partner. They offer a network of over 3,000 Canadian access points for your shipping needs. They also provide API integration software which makes it easy for you to manage your shipping needs on our platform. While we encourage you to take advantage of these rates, you are not required to use their services.

 

5.6 - Vendor Payout Process

1.      In general, Ocanova processes the Vendor Payments the following business day once the product has been confirmed as delivered. When a customer makes a purchase from your Store, the payment is held by Ocanova. Upon a purchase being made from your store, Ocanova collects and holds your customer's payment. Ocanova releases customer payments two days after delivery to provide a buffer for potential returns, buyer claims, chargebacks, contract violations, or fraudulent activity. Vendor Payouts will be made directly into your Stripe Connect account. Ocanova reserves the right to hold the payout for a longer period of time if we suspect any violation of our Policies.

2.      Transaction Fees will be deducted from the total amount of the Vendor Payout for that specific period. An invoice and sales record will also be included in the payout.

3.      Below are additional reasons why Ocanova may hold your funds:

o    High chargeback rate: A sudden increase in chargebacks can trigger a hold. A rate above 1% is considered high-risk.

o    High-risk business or products: Certain industries (e.g., drop-shipping, digital goods) or types of products may be flagged as higher risk.

o    Unusual sales spikes: A sudden, unexplained surge in sales volume can trigger a review for potential fraud.

o    New merchant status: Because a new store hasn't established a track record, Ocanova may hold funds longer to monitor transactions during the first few months.

o    Verification issues: Failure to provide or properly complete requested documentation can result in a hold.

o    Policy violations: Non-compliance with Ocanova's Vendors Agreement and Terms of Service can lead to holds and account termination.

 

5.7 - Fines, Suspension and Termination

1.      Incorrect Product Labeling: Incorrect, misrepresented, or misleading product label abbreviations in your Store will result in a fine and may lead to the suspension and eventual termination of your Ocanova Account. For example, falsely labeling a product in your store as 'Made in Canada' when it is produced in another country is a violation and will result in a fine.

The following details the fines for each violation:

1.      The first violation will result in a $100 fine.

2.      The second violation will result in a $250 fine.

3.      The third violation will result in a $500 fine and a suspension of the Account for the period of one month.

4.      The fourth violation will result in the termination of your Account with Ocanova.

 

Customers can report mislabeled products by tagging them, which will send us a notification and trigger an investigation on our part. If the investigation confirms that a violation has occurred, the appropriate fine will be issued to the Vendor. The fine levied will be retained from the next Vendor Payout by Ocanova and is not eligible for reimbursement.

2.       Listing of Prohibited Products: The listing of any prohibited product in a Vendor’s Store will result in a $1,000 fine and the immediate termination of the Vendor's account (refer to Section 5.2 - Admissible Use Policy and Section 14 – Term and Termination of this Contract).

 

3.      False Company Representation: Any Vendor found to have falsely represented their company as being Canadian, or to not have their headquarters in Canada, will be subject to an immediate termination of the Vendor's Account (refer to Section 5.1 – Vendor Eligibility and Section 14 – Term and Termination of this Contract).

 

4.      Price Policy Violation: If the Price Policy, as described in Section 5.3, is not respected, the following fines will be applied to the Vendor’s Account:

1.      The first violation will result in a $100 fine.

2.      The second violation will result in a $250 fine.

3.      The third violation will result in a $500 fine and a suspension of the Account for the period of one month.

4.      The fourth violation will result in the termination of your Account with Ocanova.

 

Simplified Summary: Fines will be applied to a Vendor’s Account for violations of incorrect product labelling, listing of prohibited products, false company representation and price policy.

5.8 – Disputes

If you are an Ocanova Vendor dealing with a payment dispute (also known as a chargeback) or any other customer-related purchase issue, you must respond promptly with compelling evidence. A chargeback is a dispute initiated by a customer through their bank or credit card issuer, which, if lost, results in the funds being automatically withdrawn from your account.

If a vendor and customer are unable to resolve a dispute directly, Ocanova can mediate the issue upon receiving an official complaint from the customer.

 

How to respond to a dispute:

1.      Review the dispute details. After a customer files a dispute or chargeback, you will receive a notification in the Orders section of your Store admin. This notice will include the reason for the dispute, which dictates the type of evidence you should submit.

2.      Contact the customer directly. Contact the customer via email or telephone to discuss the dispute, as it may be based on a simple misunderstanding. If you reach an agreement, have the customer contact their credit card issuer to withdraw the chargeback and provide you with a chargeback withdrawal letter for your records.

3.      Compile your evidence. Gather all relevant documentation related to the dispute's specific reason. Providing thorough documentation will significantly increase your chances of a successful outcome.

·         Proof of delivery: Provide tracking numbers, the shipping carrier's name, and proof of delivery confirmation.

·         Order information: Include transaction details like the purchase date, amount, order ID, and the customer's billing and shipping address.

·         Customer communication: Include copies of any emails, chat logs, or support tickets to show attempts to resolve the issue.

·         Product description: Supply screenshots or pictures of the product as it was described in your Store to counter "product not as described" claims.

·         Clear policies: Show your refund and return policies and when they were displayed to the customer.

4.      Submit your response. In your Store admin, find the disputed order in the Orders section and click Submit response on the chargeback banner.

·         You can upload files in PDF, JPEG, or PNG format. Ensure they are high-contrast and legible.

·         Ocanova automatically submits basic transaction data for you by the due date. You can add more evidence before this deadline.

5.      Wait for a decision. The credit card issuer reviews the evidence from both sides, which can take up to 75 to 90 days. The bank's decision is final, and Ocanova cannot reverse it.

 

For disputes that do not involve a chargeback, Ocanova will act as a mediator to help you and your customer reach a resolution. If a mutual solution is not achieved between both parties, Ocanova will issue a final decision.

 

How to prevent disputes

 

·         Use clear billing descriptors: Set your store's name or domain as the billing statement text so customers recognize the charge on their credit card bill.

·         Provide accurate product descriptions and images: Detailed product information and high-quality pictures can prevent "not as described" disputes.

·         Communicate effectively with customers: Respond to inquiries quickly and send automated email notifications with order confirmations, tracking numbers, and updates on any delays.

·         Display clear policies: Ensure your shipping, return, and cancellation policies are easy for customers to find in your Store.

·         Use fraud detection tools: Our third-party provider has built-in fraud analysis features. Apps are available to be used in your Store to help identify and prevent high-risk transactions.

 

 

6 – Ocanova Rights

 

1. We reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
2. It is in Ocanova's sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our Admissible Use Policy, or this Contract.
3. Verbal or written abuse of any kind (including threats of abuse or retribution) to any Ocanova employee, member, or officer will result in immediate Account termination.
4. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Ocanova officers, employees and contractors may also be Ocanova customers or Vendors and that they may compete with you, although they may not use your Confidential Information (as defined in Section 8) in doing so.
5. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
6. Ocanova reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Store Owner. If we are unable to reasonably determine the rightful Store Owner, without prejudice to our other rights and remedies, Ocanova reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

 

Simplified Summary: Ocanova has the right to decide whom may use our Services and we can modify them at any time. We also have the right to refuse or remove Materials from any part of the Services, including your Store. We may offer our services to your competitors, but we will never share your

confidential information with them in doing so. In the event of an ownership dispute over a Ocanova Account, we can freeze an Account or transfer it to the rightful owner, as determined by us.

 

 

7 - Vendor Responsibilities

 

1. You acknowledge and agree to provide public-facing contact information, terms of service, a refund policy, and shipping policies (including order fulfilment timelines) on your Ocanova Store. Public-facing contact information should include your name, address, telephone number, and email address.
2. You acknowledge and agree that the Services are not a marketplace, and any contract of sale made through the Services is directly and only between you and the customer. You are the Vendor of record for all sales through the Services. You are responsible for the creation and operation of your Ocanova Store, your Materials, the goods and services that you may sell through the Services, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer's purchase, determining and collecting taxes, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of this Contract. You are responsible for your Store, your Materials and the goods and services you sell through the Services. For the avoidance of doubt, Ocanova is not the seller or merchant of record and has no responsibility for your Store, your Materials, the goods or services you may sell through the Services, or any aspect of the transaction between you and your customer(s).
3. You represent and warrant that you will comply with all applicable laws, rules, regulations, and rights of third parties in your use of any of the Service and your performance of obligations under the Contract.
4. If the Shopify API is used to create your Store, the Shopify API Terms governs your access to and use of the Shopify API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the API Terms) and for keeping your API Credentials secure.
5. You agree to use Ocanova Checkout for any sales associated with your Store. "Ocanova Checkout" means Ocanova's checkout experience that allows Customers to enter their shipping information and payment details after adding item(s) to their cart and before placing an order, including checkouts that occur through the Shopify Checkout API. All transactions must be processed through the Ocanova platform. Any attempt to redirect sales to avoid Transaction Fees will lead to immediate Account termination.

 

Simplified Summary: You are responsible for your Ocanova, the goods or services you sell, and your relationship with your customers, not us. If you access the Shopify API, your use of the Shopify API is subject to the API Terms.

 

 

8 - Confidentiality

 

1. "Confidential Information" will include, but will not be limited to, any and all information associated with a party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Ocanova's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the public including information related to our security program and practices.

 

2. Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under this Contract and in accordance with any other obligations in this Contract including this Section 12. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information,

 

to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party's obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as

 

required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Contract, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of this Contract; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this Contract.

 

Simplified Summary: Both you and Ocanova agree to use the Confidential Information of the other only to perform the obligations in this Contract. Confidential Information must be protected and respected.

 

 

9 - Limitation of Liability and Indemnification

 

1. You expressly understand and agree that, to the extent permitted by applicable laws, Ocanova and its suppliers will not be liable 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 arising out of or relating to the use of or inability to use the Services.
2. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Ocanova partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (a) your breach of this Contract or the documents it incorporates by reference; (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, including but not limited to refunds, fraudulent transactions, alleged or actual violation of applicable laws or your breach of this Contract.
3. You will be responsible for any breach of this Contract by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
4. Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.
5. Ocanova does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
6. Ocanova does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
7. Ocanova is not responsible for any of your tax obligations or liabilities related to the use of our Services.
8. Ocanova does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.

 

Simplified Summary: We are not responsible for damages or lawsuits that arise if you break the law, breach this agreement or go against the rights of a third party. The Service is provided on an "as is" and "as available" basis. We provide no warranties, and our liability is limited in the event of errors or interruptions.

 

 

10 - Intellectual Property

 

1. You agree that you may not use any trademarks, logos, or service marks of Ocanova, whether registered or unregistered, including but not limited to the word Ocanova, unless you are authorized to do so by Ocanova in writing. You agree not to use or adopt any marks that may be considered confusing with the Ocanova Trademarks. You agree that any variations or

 

 

misspellings of the Ocanova Trademarks would be considered confusing with the Ocanova Trademarks.

2. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Ocanova or Ocanova Trademarks or that use or include any terms that may be confusing with the Ocanova Trademarks.

3.      Intellectual Property Infringement

In accordance with our Admissible Use Policy (Section 6), Ocanova strictly prohibits the posting of content that infringes upon the valid intellectual property rights of others. Vendors who violate this policy will have the infringing content removed from their Store, and their Account will be subject to immediate termination. Allegations of intellectual property infringement can be reported to us by email.

 

Simplified Summary: You are not allowed to use Ocanova's trademarks, logos, or service marks without our written permission. This includes the name "Ocanova," whether it's officially registered or not. You are not allowed to buy, register, or use "Ocanova," our trademarks, or any similar-sounding terms as keywords, email addresses, social media names, or domain names. This rule applies to all web addresses, including main domains, sub-domains, and page URLs. Ocanova respects intellectual property rights, and all Vendors should too.

 

 

11 - Third-Party Services and Third-Party Provider

 

1. Ocanova provides you with access to a third-party software, applications ("Apps"), products and services (collectively, "Third-Party Services") for your use of our platform. These Third-Party Services are the critical systems supporting your Account, Store, and Checkout functions. In addition to this Contract, you also agree to be bound by the additional Terms of Service applicable to services provided by the Third-Party Services.
2. We have partnered with Canadian-owned Shopify Inc. ("Third-Party Provider") to provide a comprehensive ecosystem for our platform, which includes seamless store integration, inventory management, shipping optimization, and tax compliance.
3. To be a Vendor on Ocanova, you must also adhere to Shopify Terms of Service - Shopify Canada and  Shopify API License and Terms of Use - Shopify Canada.
4. We do not provide any warranties or make representations to you with respect to Third- Party Services. You acknowledge that Ocanova has no control over Third-Party Services and will not be responsible or liable to you or anyone else for such Third-Party Services. The inclusion of the Third-Party Services within our platform does not imply any affiliation or endorsement on our part. Ocanova does not warrant the continuous availability of Third-Party Services. You agree that Ocanova may, at its sole discretion, terminate access to any Third-Party Service at any time without prior notice.
5. Once you integrate your Store using the Third-Party Services for use with our Services, you grant us permission to share on your behalf, or allow the applicable Third-Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third-Party Service with our Services. Ocanova shall not be held liable for any data disclosure, modification, deletion, or any resulting damages or losses caused by our Third-Party Provider's access to your data or other materials.
6. You acknowledge and agree that: (i) by submitting a request for assistance concerning the Third-Party Services, you consent to being contacted by  the Third-Party Provider at your

Primary Email Address; and (ii) Ocanova may receive email communications including replies that you exchange with our Third Party Provider. You further agree that Ocanova may share

your contact details and the background information that you submit via the Services with our Third-Party Provider. You may choose to allow the Third-Party Provider to access certain parts of your Account.

7. Ocanova is not obligated to intervene in any dispute arising between you and our Third- Party Provider.
8. Under no circumstances will Ocanova be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from the Third Party Services. These limitations will apply even if Ocanova has been advised of the possibility of such damages. The limitations and exclusions stated above are enforceable to the maximum extent permissible under governing law.
9. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Ocanova partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of our Third-Party Services or your relationship with our Third-Party Provider.

 

Simplified Summary: Ocanova utilizes Canadian-owned Shopify as our Third-Party Provider. Users of Ocanova must also agree to Shopify's terms of service. Ocanova is not affiliated with and is not liable for issues arising from the Third-Party Services and can terminate access without notice. Users grant Ocanova permission to share data with our Third-Party Provider for service integration and agree to indemnify Ocanova from claims related to the Third-Party Services.

 

 

12 - Feedback and Reviews

 

Ocanova welcomes any ideas and/or suggestions regarding improvements or additions to our Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third-Party Services or our Third-Party Provider (collectively, "Feedback") to Ocanova be subject to any obligation of confidentiality or expectation of compensation. You agree that by providing Ocanova with feedback through any channel, you relinquish all rights to that Feedback, and Ocanova is granted an unrestricted, perpetual license to use and modify it without obtaining permission from you or any other party. All reviews you submit to Ocanova regarding our Services or those of our Third-Party Provider must, to the best of your knowledge, be accurate and must not violate any laws or third-party rights, including prohibitions against obscenity, defamation, and infringement of intellectual property. Ocanova reserves the right (but not the obligation) to remove or edit Feedback of our Services, Third-Party Services or our Third-Party Provider.

 

Simplified Summary: We welcome customer feedback but are under no obligation to ensure that ideas and suggestions regarding our Services or the services of third parties remain confidential and we can use the feedback in any way we want.

 

 

13 - Privacy and Data Protection

 

1. Ocanova is firmly committed to protecting the privacy of our Vendor’s personal information and the personal information of our Vendors’ customers.
2. Ocanova's collection, use, disclosure and processing of Your Customer Personal Data is subject to our Customer Privacy Policy.
3. Ocanova collection, use, disclosure and processing of your personal information is governed by our Vendor Privacy Policy.

 

Simplified Summary: Ocanova's use and collection of your personal information is governed by our Vendor Privacy Policy. Ocanova's use and collection of your customer personal information is further governed by our Customer Privacy Policy.

 

 

14 - Term and Termination

 

We may terminate your account at any time.

 

1. This Contract begins on the date you complete your Account registration and will continue until either you or we end it, as outlined below (the "Term").
2.  You may cancel your account and end this contract at any time by contacting Ocanova support and following the instructions provided.

3. We reserve the right to suspend or terminate your Account and this Contract at any time and without notice, for any reason (unless legally prohibited). This includes, but is not limited to, suspected fraudulent activity based on evidence such as a conviction, settlement, or investigation. Ocanova shall not be liable to you or any third party for a suspension or termination of the Services or any portion thereof.

4. Any such termination will not affect any rights or obligations that arose before the termination date.

5.      Upon termination of the Services by either party for any reason:

1.      Ocanova will cease providing you with the Services and you will no longer be able to access your Account.

2.      In the event of Account termination during a billing cycle, the Vendor is not entitled to a refund of any unused portion of the Monthly Plan Fee.

3.      In the event of Account termination by the Vendor, sales proceeds that have been withheld will be paid in the next Vendor Payout cycle minus the Transaction Fees assuming there are no pending customer disputes or chargebacks.

4.      In the event of account termination after a fourth violation of the Incorrect Product Labeling policy, all sales proceeds that have been accumulated and withheld will not be remitted to the Vendor.

5.      In the event of account termination for a listing of Prohibited Products or False Company Representation, all sales proceeds that have been accumulated and withheld will not be remitted to the Vendor.

6.      All outstanding balances owed to Ocanova for the use of the Services through the effective date of termination shall become immediately due and payable in full.

7.      The Vendor’s Ocanova Store will be taken offline.

 

Simplified Summary: To initiate a termination, you must contact Support. Ocanova will respond with specific information regarding the termination process for your account. If you cancel in the middle of your billing cycle, you will not receive the unused portion of the Monthly Fee Plan. If you cancel your account, you will receive your sales proceeds in the next payment cycle minus the appropriate fees. If we cancel your account, you will not receive the sales proceeds that were previously withheld.

 

 

15 - Modifications

 

1. Contract Amendments: We reserve the right to amend this Contract at any time, at our sole discretion. We will provide reasonable advance notice of changes that materially and adversely affect your use of the Services or your rights under this Contract. Such notice will be delivered via email to your Primary Email Address, through the Ocanova administrative console, or by similar means. However, Ocanova may make changes that materially adversely affect your use of the Services or your rights under the Contract at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Contract will be effective immediately upon posting of such updated terms in this Contract. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Contract as amended. If you do not agree to the amended Contract, you must stop accessing and using the Services.
2. Fee Adjustments and Liability: We reserve the right to modify either the Monthly Plan Fees or the Transaction Fees for use of our Services. You will be provided with a 30-day advance notice of any such changes via email to your Primary Email Account and through the Ocanova administrative console. Ocanova disclaims all liability to you or any third party for modifications to the services, adjustments to pricing, or any component thereof.
3. Fine Adjustments: We reserve the right to modify the amount of the fines for violations of the Incorrect Product Labeling policy. You will be provided with a 30-day advance notice of any such changes via email to your Primary Email Account and through the Ocanova administrative console.

 

Simplified Summary: If we make a material change to the Terms of Service that adversely affects your rights under the Terms of Service or your use of our Services in a material way, we will notify you in advance (unless the change relates to legal requirements or to prevent abuse of our Services, among other things).

 

 

16 - General Conditions

 

1. The Vendor Agreement and Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Ocanova and govern your use of the Services and your Account, superseding any prior agreements between you and Ocanova (including, but not limited to, any prior versions of the Contract).
2. The failure of Ocanova to exercise or enforce any right or provision of the Contract will not constitute a waiver of such right or provision. Should a court of competent jurisdiction find any provision of this Contract to be contrary to law, that provision shall be modified and interpreted to best achieve the original objective to the maximum extent permitted by law, and all other provisions of the Contract, including all documents it incorporates by reference, will remain in full force and effect.
3. This Contract can only be enforced by you, Ocanova, and its affiliates. Third parties, regardless of how they are mentioned, cannot enforce these terms. This rule doesn't apply to any legally permitted successors or transferees of this agreement.
4. The Contract will be governed by and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without regard to principles of conflicts of laws.
5. All the terms and provisions of the Contract will be binding upon and inure to the benefit of the parties to the Contract and to their respective heirs, successors, permitted assigns and legal representatives. Ocanova could be obligated to assign this Contract without notice to you or consent from you. You will have no right to assign or otherwise transfer the Contract, or any of your rights or obligations hereunder, to any third party without Ocanova's prior written consent, to be given or withheld in Ocanova's sole discretion.
6. Should any provision or portion of this Contract be deemed invalid, illegal, or unenforceable by a court, the invalidity or unenforceability shall not affect the remaining provisions. This Contract will be interpreted as though the invalid provision was never included.
7. Upon termination, all rights and obligations under this Contract shall cease, with the exception that you shall remain liable for all obligations related to transactions entered prior to the effective date of termination and for any liabilities that have accrued before, or because of, such termination.

 

 

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