Terms and Conditions
Memorandum of Understanding
This Memorandum of Understanding (MOU) is made by and between:
The Alberta Hemp Alliance, a non-profit organization located at #206, 3623-44 Avenue, Edmonton International Airport and www.albertahempalliance.com (hereinafter referred to as the AHA) AND The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business in India (hereinafter referred to as “the Member”)
AHA and the Member are hereinafter individually referred to as Party and collectively as the Parties.
The Member is in the business of selling products in the categories selected as part of this MOU
AHA is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfilment services to Members interested in facilitating the selling their products on the internet, through the e-commerce technology platform & services offered by AHA.
The Member, in view of increasing their sales, is desirous of using the services of AHA for selling their products online through AlbertaHempAlliance.comand fulfilment & delivery of the order.
The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein; NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:
1. Services to be provided by AHA:
Technology services: AHA offers an end-to-end E-Commerce technology platform that will allow the Member to set-up an online store on AlbertaFoodMarketplace.com. By doing this Member can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on AlbertaHempAlliance.com through a specific login to be created by AHA for the Member.
Internet Marketing Services: AHA runs intensive internet marketing services for the entire marketplace to drive traffic. AHA can also run specific internet marketing programs and traffic acquisition plans for the Member for a fee as decided by the AHA. AHA, by providing a payment facility neither acts as a Trustee, or in a Fiduciary Capacity, but as a mere facilitator between the Member and buyers.
Payment Services: Customers can make payments for their orders at AHA using payment options including credit card and debit card.
Order Fulfilment: AHA shall provide customer support services. Shipping and order fulfillment is the responsibility of the Member who shall ensure delivery and completion of the transaction. AHA will provide online technology so that the Member can provide shipping service account information and/or shipping rate calculations for its products.
Customer Support and Grievance Officer: The Member shall agree that the Grievance Officer of AHA, the details of whom have been provided on its website, shall also be appointed for the Member and shall perform all functions as being performed for AHA is accordance with the applicable laws.
2. Obligations of the Members
The Member duly agrees to comply with and agrees not to attempt to sell any products that are Prohibited and Restricted Items as defined by Provincial or Federal statutes.
The Member shall pay the selling service fee (a combination of Member account discount rate and commission) as agreed.
The Member shall create an online catalogue of products and upload product listings in their online store at AlbertaFoodMarketplace.com. The Member acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Member shall create, acquire, and upload legitimate and accurate catalogue data.
The Member shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Member is genuine and new and is not old/used or a counterfeit product.
The Member undertakes to ensure that descriptions, images, and other content pertaining to goods or services on their platform is accurate and corresponds directly with the appearance, nature, quality, purpose, and other general features of such good or service.
The Member shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in Canada by the Member. The Member shall also ensure that the advertisements for marketing of goods or services are consistent with the actual characteristics, access and usage conditions of such goods or services as displayed on the AHA website. The Member acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Member alone and AHA shall not be liable for the same in any manner whatsoever. The Member agrees to keep AHA harmless and indemnified in this regard.
The Member shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). AHA shall not be liable for the same in any manner whatsoever and the Member agrees to keep AHA harmless and indemnified in this regard.
The Member shall ship the sold products to the customer within 72 hours after the order has been received. When a product cannot be delivered within 72 hours, the Member must notify the customer directly and AHA offers the ability for Members to display this information in a product listing.
The Member shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. AHA shall not be liable for the same in any manner whatsoever and the Member agrees to keep AHA harmless and indemnified in this regard.
All tax related liabilities and other liabilities including but not limited to sales tax, relating to the sale of the product shall be responsibility of the Member. AHA shall not be liable for the same in any manner whatsoever and the Member agrees to keep AHA harmless and indemnified in this regard.
Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of prohibited/ restricted nature and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. AHA shall not be liable for the same in any manner whatsoever and the Member agrees to keep AHA harmless and indemnified in this regard.
The Member shall ensure that the product pricing on AlbertaHempAlliance.com will be same or less as available on any other site on the internet including Member’s own site.
The Member agrees to bear the cost of both the forward shipping and reverse shipping for the items sold and returned by the buyer. The Member further agrees to bear the cost of two-way shipping and restocking charges in the event of product being delivered is significantly different from listing description.
The Member agrees to be bound by the AHA Return Policy to accept the items returned by customers.
The Member acknowledges that all payments by AHA to the Member shall be after deduction of any money due from the Member to AHA including selling fees, fulfilment fees, return charges against any other orders, credit card processing discount rates, etc.
The Member agrees to provide to AHA its legal name, principal geographic address of its headquarters and all branches, the name and details of its website, its e-mail address, customer care contact details such as fax, landline, and mobile numbers and where applicable, its Stripe Account details. The Member hereby agrees that in case of support request by the customer, such applicable details of the Member shall be provided to him.
III. Representation & Warranties of the Member
The Member hereby represents and warrants that:
- It has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder.
- Its execution, delivery and performance of this Agreement, and AHA exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third-party obligation by which it is bound.
- It will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the AHA.
- It has necessary legal rights to publish the products, pictures, data and other details published by the Member on AlbertaHempAlliance.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on AlbertaHempAlliance.com which may result in a third party claim against AHA or its directors, members, officers and employees or other Members/vendors.
The Member agrees to defend and hold AHA and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claim, lawsuits, penalties and damages arising out of any breach by Member of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of AHA as available on AlbertaHempAlliance.com. In the event of any third party claim in relation to the products being traded by the Member on AlbertaHempAlliance.com which is caused due to default of the Member, the Member shall, on demand, pay liquidated damages equal to the total value of the claim made and legal expenses incurred by AHA in defending such claim, whichever is higher (‘Member LD’). The Member LD shall be in addition to and not in derogation of any other rights and remedies that AHA may have under law, this MOU or equity. In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, AHA shall be entitled to provide all details of the products, Member, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Member shall be under an obligation to ensure that AHA is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve AHA from any liability of any nature whatsoever, either present or anticipated.
Member acknowledges and agrees that AHA may at its sole discretion hold, suspend or debit an amount from Member’s payment as compensation, in the event Member has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Member is in breach of policies of AlbertaHempAlliance.com. Member acknowledges that the aforesaid remedies shall be addition to the right of AHA to terminate this MoU forthwith without any notice to Member.
Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.
VI. Governing Law and Jurisdiction
This MOU shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada.
VII. Electronic Execution
This MOU is being executed electronically and each Party recognizes that the same is validly executed and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at in the Province of Alberta, Canada.
Member shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of AHA.