Last Update: 8th February, 2021
Welcome to Bidgala!
12042142 Canada Inc. (“Bidgala”, “us”, “we”, or “our”) is a global dynamic marketplace and community for independent artists and art lovers. We put artists and their stories at the centre of everything because we believe that together we can change the world.
ATTENTION.Any actual contract for sale is solely between applicable buyers and sellers. Bidgala is not a traditional marketplace. Please make sure that you pay extra close attention to our policies for buying, selling, shipping, returns, and liability.
Bidgala is allowing you access to the Services, subject to this Agreement, which may be updated every now and then without notice to you. You undertake to regularly check our Terms of Service to ensure that you are aware of any changes and you agree to be bound by the most current Terms of Service.
By registering for and/or using
Bidgala’s Services, you acknowledge having read and understood all of the obligations, terms, conditions, and policies in this Agreement, and without limitation or qualification you agree to be bound by and to comply with this Agreement.
You warrant and represent that YOU ARE AT LEAST 18 YEARS OF AGE and that you are legally capable of forming binding contracts. You may not, for any reason or under any circumstance, use the Services if you are not at least 18 years of age and legally capable of forming binding contracts.
In relation to your use or access to the Services, you agree that YOU SHALL NOT:
In relation to your use of or access to the Services, if you are SELLING one item or more, you agree that YOU WILL:
In relation to your use or access to the Services, if you are BUYING OR HAVE PURCHASED one item or more, you agree that YOU WILL:
Seller Obligations. If you accept a payment, order, offer, or counter-offer from another User for any of your listings or products in connection with your use of the Services, you are entering into a legally binding contract with said User, where you acknowledge and agree that:
Buyer Obligations. If you make a payment, order, offer, or counter-offer to another User for their listings or products in connection with your use of the Services, you are entering into a legally binding contract with said User, where you acknowledge and agree that:
Sellers are responsible and liable for obtaining insurance on their shipments. If you are selling on Bidgala, you agree that Bidgala is not responsible or liable for any products that may get damaged. Should a buyer return an order because it is damaged, sellers are responsible and liable for paying any additional or previously charged shipping costs and fees, including but not limited to Bidgala’s transaction fee and the Payment Processor fee.
In order to delete your account, kindly send an email to email@example.com or call us at (514)706-1818. You agree that Bidgala may terminate your account at any time, without any notice to you, at our sole discretion should you breach the Agreement. Bidgala reserves the right to delete all data related to your account, including but not limited to your content, listings, posts, listings, material, shares, uploads, communication (including but not limited to communication with other Users), payment information, or personal information upon the termination of your Account.
In relation to your use of or access to the Services, you acknowledge and agree that Bidgala is not responsible or liable for charging, collecting, or submitting taxes or any other fees/costs beyond the amount of money this Agreement entitles you to receive when listing an item for sale including but not limited to sales tax or other taxes. You agree that YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR:
You expressly agree that Bidgala is not responsible or liable for any content, posts, listings, shares, uploads, or communication (including but not limited to communication with other Users) in relation to your use of the Services. Furthermore, you agree that you are responsible and liable for any and all consequences (including but not limited to damages) and costs (including but not limited to arbitration costs, settlements, court costs, and legal fees) that Bidgala may incur in relation to your use of the Services, including but not limited to consequences and costs related to your content, posts, listings, material, shares, uploads, or communication (including but not limited to communication with other Users).
You acknowledge and agree that Bidgala is not responsible or liable for, and that you are solely responsible and liable for, determining the completeness, truthfulness, accuracy, appropriateness, copyright compliance, or legality of any Related Third Party or other third party, or their resources, services, website, content, posts, listings, material, shares, uploads, or communication. For example, our inclusion of any link on the Site does not imply that we endorse or are affiliated with the link or its operators. You agree that we are not responsible or liable for, indirectly or directly, and that you are solely responsible and liable for, any loss or damage that you may incur in connection with the resources, services, website, content, posts, listings, shares, uploads, or communication of a Related Third Party or any other third party.
In order to use the Services, WE NEED PERMISSION TO:
In accepting this Agreement, you give Bidgala all of the permissions, licenses, and rights mentioned above and in this Agreement.
If you sell anything on Bidgala, you are responsible and liable for paying Bidgala thirty percent (30%) of the total transaction amount.
Payment Method. You acknowledge and agree that the obligations, terms, conditions, or policies for any and all payments that you make in connection with your use of the Services shall be dependant on the applicable Payment Methods you authorize when using the Services (hereinafter referred to individually as the “Payment Method” and collectively as the “Payment Methods”), which may be affected or determined by any agreement(s) you have with the applicable Payment Processor, financial institution, credit card issuer, or other provider of the Payment Method you have chosen.
Vaulting payment information. In connection with your use of the Services, Bidgala and/or the applicable Payment Processor may store your payment information, connect said payment information to your profile, or save said payment information to help you to checkout faster or purchase more easily. You hereby acknowledge and agree that We or Our Payment Processor (example: Stripe) may store your payment information (example: credit card information) and charge your selected Payment Method at any time for any and all applicable fees or payments that you agree to or have agreed to while using the Services. You may remove, disconnect, or delete your payment information at any time by contacting us at firstname.lastname@example.org or (514)706-1818, or through your profile settings.
Paid Services. Some of our Services may require you to pay an amount of money, a fee, or recurring fees (the “Paid Services”) now or in the future. For example, you may purchase artwork or sign up for a subscription service. You acknowledge and agree that the Paid Services are subject to and part of these Terms of Service.
Billing. If you are using the Paid Services, we use a Payment Processor to bill you via the Payment Method you linked to your Bidgala account and authorized for said Paid Services. Any payments processed in connection with your use of the Paid Services shall be subject to the obligations, terms, conditions, and policies of the applicable Payment Processor in addition to the obligations, terms, conditions, and policies outlined in this Agreement. You hereby acknowledge and agree that we are not responsible or liable for any errors, returns, or disputes in connection with your use of the applicable Payment Processor. By using the Paid Services, you agree to pay us the total agreed-upon amount for your use of said Paid Services through the applicable Payment Processor, and you authorize us to charge the Payment Method you chose, at any time, following your acceptance of said total agreed-upon amount. You hereby agree to pay the agreed-upon amount using said Payment Method that you selected. Bidgala reserves the right to correct any errors or mistakes that we make in connection with the amount we charge you for the Paid Services, even if we have already charged you the incorrect amount for said Paid Services. For example, whether you are a Buyer or a Seller, if you are mistakenly charged the wrong sales tax on a transaction that you are a party to, you understand, acknowledge, and agree that you are responsible and liable for reconciling the difference(s) between the sales tax charged and the appropriate sales tax on any transaction that you make in connection with your use of the Services.
Payment And Billing Information Required. YOU ACKNOWLEDGE AND AGREE TO PROVIDE UP-TO-DATE, ACCURATE, AND COMPLETE BILLING INFORMATION IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE PAYMENT METHOD(S) YOU MAY STORE, CONNECT OR SAVE TO YOUR BIDGALA ACCOUNT. YOU SHALL COMPLETELY, PROACTIVELY, TRUTHFULLY, ACCURATELY, APPROPRIATELY, AND LEGALLY UPDATE ALL CONTACT INFORMATION, PAYMENT METHOD(S), ANY ANY OTHER INFORMATION NECESSARY TO KEEP ALL OF YOUR PAYMENT METHOD(S) COMPLETE, ACCURATE, VALID AND UP-TO-DATE (EXAMPLE: WHEN YOU UPDATE YOUR EMAIL ADDRESS, CHANGE YOUR LOGIN CREDENTIALS WITH AN APPLICABLE PAYMENT PROCESSOR, OR SHOULD YOUR PAYMENT METHOD(S) BE CANCELLED, EXPIRED, OR CHANGED). FURTHERMORE, YOU UNDERSTAND AND AGREE THAT YOU MUST CONTACT US AND ANY RELEVANT PAYMENT PROCESSOR IF YOU BECOME AWARE OF A POTENTIAL OR ACTUAL BREACH OF SECURITY (EXAMPLE: IF ANOTHER PARTY HAS UNAUTHORIZED ACCESS TO YOUR BIDGALA OR PAYMENT PROCESSOR ACCOUNT CREDENTIALS). YOU MAY CHANGE YOUR PASSWORD OR PAYMENT INFORMATION IN YOUR SETTINGS. YOU MAY DISCONNECT YOUR PAYMENT PROCESSOR BY CONTACTING SAID PAYMENT PROCESSOR DIRECTLY. IF YOU FAIL TO PROVIDE US WITH ANY OF THE ABOVE INFORMATION, YOU AGREE THAT BIDGALA MAY CONTINUE TO CHARGE YOU FOR YOUR USE OF THE PAID SERVICES, UNLESS YOU HAVE TERMINATED YOUR ABILITY TO USE THE PAID SERVICES.
Changes In The Amount You Authorized. If you pre-authorized an amount to be charged to your account but the required amount to be charged changes (other than for reasons out of our control, including but not limited to a change in the amount of imposed sales tax), we shall provide you with the new amount and the date of said change within a reasonable amount of time before charging you said new amount. You further acknowledge and agree that Bidgala may accumulate charges that you incur in connection with your use of the Services and then charge them as one or multiple aggregate charges, at our sole discretion.
Holds. To protect ourselves or other Users, we may, at our sole discretion, recommend to a relevant or applicable Payment Processor that they restrict your use of their services. Reasons for said recommendation may include, but are not limited to, your past or current activity while using the Services, your previous transactions, your previous returns, the total value of a transaction, or feedback from other Users. The Payment Processor may impose restrictions including but not limited to holds.
If you purchase anything whatsoever through the Services, you are responsible and liable for paying one hundred percent of the listing price charged at checkout, shipping fees charged at checkout, sales tax charged at checkout (amount may vary by region) or reconciled at a later date, and any other fees that may apply (including but not limited to customs fees you may be charged when the artwork is delivered or in transit, which may not be charged at checkout). Should your Payment Method fail, Bidgala may collect the amount you owe by charging a separate Payment Method on file, seeking legal counsel, requesting that the applicable Payment Processor deduct the amount you owe from your Stripe balance, or any other means available to Bidgala under Quebec law. You may also be liable for any fees that Bidgala incurs in our attempt(s) to collect the amount that you owe us, including but not limited to arbitration fees.
All sales of items in connection with your use of the Services are final, binding, and only eligible for returns or refunds if they arrive damaged or significantly different from advertised. meet our criteria for the Returns Policy.
If you are purchasing an item, you acknowledge and agree that you must submit an accurate address. Sellers will ship the order within a maximum of fourteen (14) days after accepting your order and your selected Payment Method will be charged once the seller submits a tracking number.
If you purchase an item while using the Services, you acknowledge and agree that you are solely responsible and liable for (i) determining and agreeing to (A) shipping methods for applicable product(s) and (B) Sellers’ and Buyers’ applicable payment obligations in connection therewith, including payment of any applicable sales or other taxes, and (ii) for complying with all laws and regulations applicable to any sale, purchase or shipment of products.
Sellers shall have the right to determine the shipping methods and costs for the sales of applicable products and to factor such costs into any decisions of such Seller regarding the acceptance or rejection of any Buyer’s offer, such Seller’s extension of any counteroffer, or whether to Accept Payment or Reject Payment in connection with an applicable Listing.
You agree that Bidgala shall have the right and ability, but no obligation, to monitor, alter, edit, hide, or remove any and all content, posts, listings, shares, uploads, or communication (including but not limited to communication with other Users) in connection with your use of the Services.
You hereby waive Bidgala of any liability or responsibility in connection with your use of the Services and any agreement with, liability to, or responsibility to your mobile network. More specifically, you agree to take full responsibility for any fees that your mobile network may charge you in connection with your use of the Services. For example, Bidgala shall not be responsible or liable for any costs you may incur in relation to your use of mobile data or your network’s access to the Services.
Bidgala does NOT have any fiduciary duty to or special relationship with you. You further acknowledge that we, or third parties, may benefit, whether financial or otherwise, from your use of the Services. You understand and agree that Bidgala does not have any duty to take any action regarding:
You release us from any and all liability in connection with your acquiring or not acquiring content, posts, listings, shares, or uploads while using the Services. We do not make any representations regarding any of the content, posts, listings, material, shares, uploads, or communication (including but not limited to communication with other Users) contained in or accessed through the Services. You agree that we shall not be responsible or liable for the completeness, truthfulness, accuracy, appropriateness, copyright compliance, or legality of any content, posts, listings, material, shares, uploads, or communication (including but not limited to communication with other Users) accessed through or contained in the Services. Should you have a dispute with one or more Users, your release Bidgala and Related Third Parties from any and all demands, claims, damages (including but not limited to special, indirect, actual, consequential, incidental, multiple, exemplary and punitive) of every kind of nature, unknown and know, arising from or connected in any way with such disputes. By entering said release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
THE SERVICES, CONTENT, POSTS, LISTINGS, MATERIAL, SHARES, AND UPLOADS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE AND RELATED THIRD PARTIES, AND EACH OF OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT:
Since some jurisdictions/Provinces/States do not allow the exclusion of implied warranties, the aforementioned exclusion of implied warranties may not apply to you. If any applicable authority determines that any portion of this section is not enforceable, then liability shall be limited to the fullest extent of applicable law.
Except as otherwise provided by applicable law, you shall indemnify, defend, and hold harmless Bidgala, our affiliates, our collaborators, and each of our respective directors, employees, suppliers, representatives, and contractors from any and all claims and expenses (including but not limited to reasonable attorney’s fees) that may arise from or relate to the following:
Bidgala reserves the right to assume the exclusive control of any matter otherwise subject to indemnification by you, in which case you will cooperate and assist us in asserting any available defenses.
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, COLLABORATORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, SUPPLIERS, OR PARTNERS BE LIABLE UNDER CONTRACT, STRICT LIABILITY, TORT, NEGLIGENCE, OR ANY OTHER EQUITABLE OR LEGAL THEORY WITH RESPECT TO THE SERVICES FOR:
Since there are some jurisdictions/provinces/states that do not allow, or limit, the limitation or exclusion of liability, the aforementioned limitation of liability may not apply to you. If any applicable authority determines that any portion of this section is not enforceable, then liability shall be limited to the fullest extent of applicable law.
PLEASE MAKE SURE THAT YOU READ AND UNDERSTAND THE FOLLOWING COMPLETELY AS IT HAS A SUBSTANTIAL IMPACT ON YOUR RIGHTS AND ON THE WAY IN WHICH YOU AND BIDGALA WILL RESOLVE ANY CLAIMS YOU HAVE AGAINST ONE ANOTHER.
You and Bidgala each expressly agree that this Dispute Resolution section shall dictate the way in which any claim or dispute that may arise or has arisen between you and Bidgala (whether or not such dispute involves any Related third parties) in relation to present or previous Agreements and the actions of Bidgala or its agents, our Services or your use of the Services must and will be resolved as set out in this Dispute Resolution section.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec. You and Bidgala hereby irrevocably submit to the exclusive jurisdiction of the Province of Quebec and elect domicile in the City of Montreal with respect to any matter relating to the interpretation or performance of the Agreement or the exercise of any right arising hereunder.
YOU AND BIDGALA EACH EXPRESSLY AGREE THAT ANY AND ALL DISPUTES THAT MAY ARISE OR HAVE ARISEN BETWEEN YOU AND BIDGALA (REGARDLESS OF WHETHER OR NOT RELATED THIRD PARTIES, OR ANY THIRD PARTIES, ARE INVOLVED), INCLUDING BUT NOT LIMITED TO DISPUTES REGARDING THE PRESENT OR PREVIOUS AGREEMENTS, THE ACTIONS OF Bidgala OR ITS AGENTS, THE SERVICES OR YOUR USE OF THE SERVICES, RIGHTS OF PRIVACY AND/OR PUBLICITY, AND/OR COPYRIGHTS, SHALL BE RESOLVED THROUGH FINAL AND BINDING, INDIVIDUAL ARBITRATION (NOT IN COURT) IN QUEBEC, CANADA. YOU AND Bidgala HEREBY EXPRESSLY WAIVE TRIAL BY JURY.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOU ARE GIVING UP YOUR RIGHT(S) TO PARTICIPATE OR ACT AS A CLASS MEMBER OR CLASS REPRESENTATIVE IN CONNECTION WITH ANY DISPUTE OR CLAIM YOU HAVE OR ASSERT AGAINST BIDGALA, INCLUDING BUT NOT LIMITED TO ANY CONSOLIDATION OF INDIVIDUAL ARBITRATION OR TO CLASS ARBITRATION. PLEASE NOTE THAT THE DISCOVERY AND RIGHTS TO APPEAL ARE USUALLY MORE LIMITED IN ARBITRATION THAN WITH A LAWSUIT. MOREOVER, OTHER RIGHTS THAT EITHER OF US WOULD NORMALLY HAVE IN COURT MAY BE LIMITED OR NOT AVAILABLE IN ARBITRATION.
In the event that applicable law permits, you may alternatively choose to advance your claims to small claims court as long as the matter remains on an individual, non-class, basis. You expressly agree that you shall not seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either you or us proposes to act in a representative capacity. You also agree not to participate in consolidated claims involving another individual’s account if we are a party to such claims or proceedings.
Any dispute resolution provision(s) in this Agreement will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement
You agree that your use of the Services, in accordance with this Agreement and in the form delivered by Bidgala, will not infringe on any copyright, moral right, trademark, or other intellectual property right and will not violate, breach, bypass, or circumvent any right of privacy or right of publicity; and that all necessary model and/or property releases for use of the content in the manner authorized by this Agreement have been obtained.
Bidgala respects and values the intellectual property of others. Should you ever think that your art, content, posts, listings, material, shares, uploads, or communication have been copied in any illegal manner, please send us an email or a report in writing that includes the following information:
Bidgala will report your claim to the proper authorities, and upon request from the proper authorities, we will remove said content from our Site. You agree that Bidgala is not responsible or liable for any infringement of your intellectual property by other Users.
You can reach Bidgala regarding claims of copyright infringement as follows:
Corporation: 12042142 Canada Inc.,
Address: 720 Upper Roslyn, Westmount, Quebec, H3Y1H9
You acknowledge and agree that Bidgala may from time to time contact you, including but not limited to through social media, email, and telephone, with or without your consent, regarding updates to your account, Bidgala’s Site or Services, our Community, our partners, Related Third Parties, or any other matters we wish to contact you about, at our sole discretion.
It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. More specifically, this Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous contracts, agreements, promises, assurances, warranties, representations, and understandings between you and Bidgala, whether written or oral, relating to its subject matter and including but not limited to any other Terms of Service. You expressly agree that Bidgala may, at any time, modify and amend these Terms of Service without prior notice to you
If any provision of the Agreement or its application in any circumstance is found to be invalid or unenforceable, the remainder of the Agreement or the application of that provision to circumstances other than those as to which it is invalid or unenforceable shall not be affected and each provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
These Terms of Service are not transferable, assignable, or sublicensable except with our prior written consent. The Terms of Service are personal to you. Bidgala may transfer or delegate any of our obligations and rights hereunder without consent.
Notwithstanding anything to the contrary contained herein, you expressly agree that Bidgala shall NOT be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, pandemics, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest.
You acknowledge and agree that this Agreement does not create a partnership nor a joint venture between you and Bidgala, Related Third Parties, or any other third party.
Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
The waiver by either Party of a breach, default, delay, or omission of any of the provisions of these Terms of Service by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
In the present Agreement, the singular includes the plural and vice-versa, and any gender includes the other gender.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
You hereby state your express wish that the Agreement and all documentation contemplated hereby or pertaining hereto or executed in connection herewith be drawn up in the English language / Les parties ont exprimés leur désir explicite à l’effet que la présente Entente, de même que tous documents envisagés par les présentes ou y ayant trait ou qui seront exécutés relativement aux présentes soient rédigés en langue anglaise.
Phone at: (514)706-1818
Address (addressed to 12042142 Canada Inc.): 720 Upper Roslyn, Westmount, Quebec, H3Y1H9