www.ocanova.ca
Effective date: April 1st, 2025
Last update: June 15th, 2026
By accepting to feature your products on the Ocanova platform, you are agreeing to be bound by the following Vendor Contract and Terms of Service.
1 - Definition of Terms
As used in this Vendor Contract and Terms of Service, "we", "us", "our" and "Ocanova" means the company Ocanova Inc., and "you", or "your" means the Vendor, if featuring your products on the Ocanova platform as a Canadian individual or a Canadian business.
This Vendor Contract and Terms of Service (referred to herein as the "Contract") govern your right to feature your products on our platform.
Ocanova provides a focused e-commerce platform that enables Canadian-only Vendors to unify their commerce activities and reach Canadian and international consumers.
The right to feature your products by Ocanova are referred to in this Contract as the "Services".
The products that the Vendor makes available for sale on the Ocanova platform shall be referred to as the "Materials" throughout this contract.
Vendors must read, agree with and accept all the terms and conditions contained or expressly referenced in this Contract, including Ocanova's Privacy Policy before featuring their products on Ocanova.
2 - Account Terms
1. You confirm that all services provided by Ocanova are for business purposes, not for personal, household, or family use.
2. 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 Inc.
3. 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.
4. You understand that your Materials will be transferred encrypted and involve transmissions within the Shopify ecosystem. "Materials" refers to all business content you provide to Ocanova via Shopify. This includes your trademarks, copyrighted works, and product data (such as descriptions, pricing, and reviews), as well as any images, videos, audio, code, or other graphics shared by you or on your behalf.
3 - Selling on Ocanova
3.1 - Vendor Compliance Requirements
Acceptance to our platform as a Vendor is contingent upon meeting a series of rigorous vendor compliance requirements. You must comply with all requirements outlined in this Contract, including, but not limited to, these listed below.
1. 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 the company operates offices or warehouses in Canada.
2. All Vendor Merchandise Must be Stored in Canada: Your Inventory must be stored and shipped from a Canadian warehouse, even if you sell imported products. Vendors who rely on third-party, international or domestic drop-shipping services will not be permitted on our platform. Your business is required to manage the entire order-to-fulfillment process.
Below are the specific restrictions for each business structure:
· Manufacturers: Manufacturing from Canadian or imported raw materials. 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.
· Individual sellers: Selling Canadian or imported goods. The place of business must be in Canada, and all goods must be shipped from Canada.
3. Shopify Account: To access our Services, you must have a Shopify account. While owning a Shopify storefront or webpage is optional, an active Shopify account is required to receive payments through the Shopify ecosystem and to upload product images, descriptions and pricing policies. If you do not already have an account with Shopify, you can open one here.
4. Vendor Age: The majority owner of your business must be at least 18 years old to use our Services.
5. Brand Integrity: You are required to have a professional brand image, characterized by high-resolution product photography and comprehensive product descriptions.
6. Pricing Integrity: To maintain uniformity in pricing, it is mandatory that the retail price of any product on your company's online store mirrors the corresponding price available on Ocanova’s platform for shared product listings (refer to Section 3.5 - Price Policy for more details).
3.2 - Admissible Use Policy
While Ocanova approves every product before it is featured on our platform, please review the guidelines below to ensure your items meet our platform standards and avoid any listing refusals.
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. You 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.
3. 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.
4. We require you to act in good faith. Failure to do so may result in Contract 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.
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.
3.3 - Fees and Taxes
Vendors on our site will not pay commission or monthly fees for using the Ocanova platform. Instead, the partnership between Ocanova (the Platform) and the Vendor is based on values defined below.
1. Platform Margin Values
· Vendor Selling Price: This represents the wholesale price at which you sell products to Ocanova. You will set the wholesale price, after it is negotiated and accepted by Ocanova, for every item featured on Ocanova, which is the exact amount Shopify will automatically disburse once an item has been sold and successfully shipped.
For example, if a product is sold at a retail price is $100 and you set a 15% margin (Platform Margin), the Vendor Selling Price to Ocanova is $85. The $85 payment will automatically be transferred to your Shopify Payments balance account via the Shopify ecosystem. The Platform Margin ($15) will be sent to Ocanova’s Shopify Payments balance.
· Platform Margin: This is the percentage of the retail price that Ocanova retains when a sale is made. When applying to become an official Ocanova Vendor, you will offer Ocanova a Platform Margin for all your products in exchange for product placement and premium visibility on our website.
2. Other Fees: Shipping fees determined by you will also be sent to your Shopify Payments balance account.
To simplify your experience, Ocanova covers all credit and debit card processing fees for customer purchases made via Shopify Payments.
3. Taxes: All transactions are subject to federal (GST) and provincial (PST) sale taxes, unless exempt from paying such taxes.
Ocanova acts as the seller of record; we collect sales tax directly from the customer at checkout and handle all remittances to the appropriate tax authorities.
When a Vendor provides a tax ID in Shopify, the system automatically triggers a tax charge on the Vendor Selling Price of each order. This tax and the Vendor Selling Price is debited from the Ocanova Shopify account and paid directly to the Vendor during the payout process.
Vendors can use their Shopify payout history to track all transactions, including the Vendor Selling Price and any taxes charged to Ocanova.
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 Ocanova.
3.4 - Vendor Payout Process
The payout process in the Shopify ecosystem is largely automated and integrated directly into the Vendor’s Shopify Payments account. It removes the need for manual invoicing by automatically splitting funds between Ocanova and the Vendor when a sale is made.
Shopify manages the entire payment process. Ocanova never handles the funds, meaning we cannot delay, withhold, or reverse any payments. All control over transfers to Vendor accounts rests solely with Shopify.
1. How the Money Moves
When a customer completes a purchase on the Ocanova platform, we collect the full retail price, shipping charges and Customer sales taxes. Shopify then automatically splits the funds between Ocanova and the Vendor.
· Ocanova's Share: Ocanova keeps the difference between the retail price and the Vendor's Selling Price.
· Vendor's Share: The Vendor Selling Price, shipping charges and appropriate taxes on the Vendor Selling Price and shipping charges (if not exempt) are automatically debited from the Ocanova's Shopify Payments balance and sent to the Vendor’s Shopify Payments balance account.
· Trigger for Payout: Funds are transferred to the Vendor's Shopify Payments balance only upon order fulfillment.
2. Refunds and Returns
When a customer requests a return or refund, the Vendor must first authorize it before transferring the funds back to Ocanova. Once Ocanova receives those funds, they are then issued to the customer.
3.5 – Price Policy
Vendors must maintain price parity for all shared listings. You are required to ensure that the retail price on your company's online store is never lower than the price listed on the Ocanova platform. Prices displayed in your Shopify Admin or online store will automatically sync with our platform, and our system will monitor for any pricing discrepancies.
3.6 – Disputes
If a customer initiates a payment dispute (also known as a chargeback) or any other customer-related purchase issue, Ocanova will investigate the issue with the customer. A chargeback is a dispute initiated by a customer through their bank or credit card issuer.
How we manage a dispute:
1. Customer contact: We will contact the customer directly. Ocanova will contact the customer via email or telephone to discuss the dispute, as it may be based on a simple misunderstanding.
2. Vendor contact: After the information has been gathered from the customer, the Vendor will receive an email or telephone call from Ocanova. This notice will include the reason for the dispute, which dictates the type of evidence the Vendor should submit.
3. Vendor evidence compilation: The Vendor must gather all relevant documentation related to the dispute's specific reason. Providing thorough documentation will significantly increase the chances of a successful outcome.
· Proof of delivery: Provide tracking numbers, the shipping carrier's name, and proof of delivery confirmation.
· Product description: Supply screenshots or pictures of the product as it was described in your product description to counter "product not as described" claims.
· Customer communication: If any, the Vendor must include copies of any emails, chat logs, or support tickets to show attempts to resolve the issue
4. Mediation: After receiving the documentation from the Vendor, Ocanova will contact the customer to reach a resolution. If the vendor approves a refund or return, the Vendor must first authorize it before the funds are transferred back to Ocanova. Once Ocanova receives those funds, they are then issued to the customer.
5. No resolution: If no resolution is found, Ocanova will review all evidence provided by both parties to reach a fair conclusion. Ocanova reserves the right to terminate a Vendor’s account if we determine their conduct during a dispute was unfair or exploitative toward the customer.
6. Evidence submission: We will submit the gathered evidence to the credit card issuer for review. If the dispute is resolved in our favour, the issuer will reimburse Ocanova for the contested amount.
How to prevent disputes
· Provide accurate product descriptions and images: Detailed product information and high-quality pictures can prevent "not as described" disputes.
· Communicate effectively with Ocanova: Vendors must send Ocanova email notifications with updates on any delays or any other problems with customer orders.
· Issue a shipping tracking number: All shipment of orders must be followed by a tracking number.
· Display clear policies: the Vendor must ensure that the shipping, return, and cancellation policies are easy for customers to understand.
4 - Account Activation
1. To access our Services, you must have a Shopify account. While owning a Shopify storefront or webpage is optional, an active Shopify account is required to receive payments through the Shopify ecosystem and to upload product images, descriptions and pricing policies.
2. If you do not already have an account with Shopify, you can open one here.
3. After setting up your Shopify account, please submit a request to feature your products on the Ocanova and complete the Become a Vendor form.
4. Following approval, a welcome email will be sent detailing the necessary next steps and operational procedures.
5. After your product details (images, descriptions, etc.) are uploaded to your Shopify account, they will be imported onto the Ocanova platform while always remaining securely within the Shopify ecosystem.
5 – 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 violate any part of 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 Contract 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 7) in doing so.
5. In the event of a dispute regarding your Vendor status, we reserve the right to request documentation to determine or confirm Vendor ownership status. 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 Vendor ownership and transfer ownership to the rightful Vendor. If we are unable to reasonably determine the rightful Vendor status ownership, without prejudice to our other rights and remedies, Ocanova reserves the right to temporarily suspend or disable eligibility to our Services until resolution has been determined between the disputing parties.
6 - Vendor Responsibilities
1. You acknowledge and agree to provide Ocanova with your contact information, refund policy, and shipping policy (including order fulfilment timelines) in your Shopify account for Ocanova to review on consult. This contact information should include your name, address, telephone number, and email address and should be updated if any changes are made.
2. You acknowledge and agree to feature your products on Ocanova and that the Services act as a marketplace, and any contract of sale made through the Services is directly and only between Ocanova and the customer. Ocanova is the record for all sales through the Services. You are responsible for the creation and operation of your Shopify Account, your Materials, the goods that you feature through the Services, and all aspects of the fulfillment of all orders. This includes, determining and charging of taxes, refund management, return management, fulfilling all sales, 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.
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 Services and your performance of obligations under this Contract.
4. You agree to use Ocanova Checkout for any sales associated with your featured products. "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 associated fees will lead to immediate Contract termination.
7 - 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. 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.
8 - 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.
9 - 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: 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 our platform, and their Contract will be subject to immediate termination. Allegations of intellectual property infringement can be reported to us by email.
10 - Third-Party Services and Third-Party Provider
1. 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 and pricing sync management, shipping optimization, and tax compliance.
2. 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.
3. Once you integrate your Shopify Account 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.
4. 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.
5. 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.
6. 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.
11 - 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.
12 - 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 customers.
2. Ocanova collection, use, disclosure and processing of your personal information is governed by our Vendor Privacy Policy.
13 - Term and Termination
We may terminate your Contract at any time.
1. This Contract begins on the date you are accepted as an official Ocanova Vendor 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 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:
a) Ocanova will cease providing you with the Services and you will no longer be able to feature your products on our platform.
b) The Vendors products will be taken offline.
14 - 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 to your email address provided to us, through the Shopify 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 cease using the Services by asking to end the Contract.
15 - General Conditions
1. The Vendor Contract 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, 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