Terms & Conditions

TERMS AND CONDITIONS 

 

Last Updated: June 2025

INCLU.CA – TERMS OF SERVICE

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1. Introduction

Welcome to INCLU.ca, an online marketplace that brings Canadian arts and culture to Canada and the world. These terms of service (these “Terms”) are a binding legal agreement between our users (a “user”, “purchaser”, “you”, “your”) and QuoinCoin Inc. d/b/a INCLU (“INCLU”, “we”, “us”, “our”), a company organized under the laws of Canada. These terms govern your access to and use of our website(s), including INCLU.ca (collectively the “Site”), and other features and functions that we make available to you through our Site, including, without limitation, the use of our Site to purchase Goods or Services (collectively hereafter the “Service”).

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If you use the Service on behalf of a company or other entity, “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to enter in these Terms, and (b) you agree to these Terms on the entity’s behalf.

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You must be at least 18 years old to access and use the Service. If you are at least 13 years old but under 18 years old, you may only use the Service with the approval and oversight of a parent or guardian. If you are under 13 years old you may not use the Service.

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BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS YOU MAY NOT ACCESS OR USE THE SERVICE.

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We reserve the right to change or modify these Terms at any time in our sole discretion by posting the updated Terms on our Site. By continuing to access or use the Service, you agree to the updated Terms. You are responsible for reviewing these Terms from time to time in order to be aware of any changes that apply to your access to and use of the Service.

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2. Privacy Policy

The security of your information is very important to us.  Our Privacy Policy found here[IH1]  describes the ways we collect, use, store and disclose your personal information.  You agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy.

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3. Accessing the Service

Your Account. In order to purchase Goods and Services on the Service you will need an account (your “Account”). In order to receive theses Goods and Services, you will either require Canada Post, or be picking up the items in person. 

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4. Intellectual Property Rights

You understand and agree that the Service and its entire contents, features, and functionality, including, but not limited to, artwork, text, graphics, images, logos, website layout, design, presentation and the selection and arrangement thereof are owned by INCLU, our creators and other licensors, or other providers of such content and are protected in all forms by intellectual property laws, including copyright and trademark. You agree not to take an action inconsistent with such ownership interest. INCLU’s name, logo, trademarks and all related names, logos, designs, images and slogans are trademarks of INCLU.CA . You may not use such marks without the prior written consent of INCLU. Other names, logos, product and service names, designs, images and slogans that are mentioned or appear on the Service are the trademarks of their respective owners. Use of any such property, except as expressly authorized shall constitute an infringement or violation of the rights of the property owner and may subject you to legal action.We are interested in your suggestions for improvements to the Service (“Feedback”). You agree that INCLU may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to INCLU any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) and waive any moral rights that you may have in and to any and all Feedback.

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5. INCLU’s Limited Licence to You

Provided you are in compliance with these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, and personal license to access and use the Service. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a non-commercial, personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and licence to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms.​You are not permitted to modify copies of any materials from the Service nor delete any copyright, trademark or other proprietary rights notices from copies of materials accessed through the Service. You must not access or use for any commercial purposes any part of the Service or any services or materials available through the Service.

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6. Licence Restrictions

You agree to use the Service only for purposes that are legal, proper, and in accordance with these Terms and any applicable laws or regulations.  Without limitation, you may not, and may not allow any third party to:

·   undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, or which would involve proceeds of any unlawful activity;

·   attempt to violate or circumvent the security of the Service including, without limitation, accessing content and data that is not intended for you, or attempting to breach or breaching the security or authentication measures

·   send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;

·   distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;

·   impersonate another person (via the use of an email address or otherwise); harvest or otherwise collect information from the Service about others, including without limitation email addresses, without proper consent;

·   exploit the Service for any unauthorized commercial purpose;

·   modify, adapt, translate, or reverse engineer any portion of the Service;

·   remove any copyright, trademark or other proprietary rights notices contained in or on the Service or any part of it;

·   reformat or frame any portion of the Service;

·   use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Service or the content posted on the Service, or to collect information about its users for any unauthorized purpose;

·   create user accounts by automated means or under false or fraudulent pretenses; and

·   access or use the Service for the purpose of creating a product or service that is competitive with any of our products or services.

We reserve the right to take action, with or without advance notice, if we believe you have violated these Terms. This may include: removing your ability to access or use our Service or terminating or suspending your Account.

 

7. Third-Party Content and Services.

For your convenience, the Service may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Service. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

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8. Digital Millenium Copyright Act

If you believe that any content on the Service infringes upon any copyright or other intellectual property right that you own or control please submit your claim here[IH3] [JM4] . For us to process your claim you must be the rightsholder, or authorized to act on behalf of the rights owner, of the alleged infringed work. Your notice of infringement must include: (i) identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed; (ii) identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Service of the material claimed to be infringing, so that we may locate the material; (iii) Your contact information – at a minimum, your full legal name (not pseudonym) and email address; (i) your physical or electronic signature (of your full legal name); and (iv) A declaration that contains all of the following: (1) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law; (2) a statement that the information in the notice is accurate; and (3) a statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.

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9. Indemnification

By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless INCLU, and our respective past, present, and future employees, officers, directors, contractors, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “INCLU Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, lawyers’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify INCLU of any Claims and cooperate with the INCLU Parties in defending such Claims. You further agree that the INCLU Parties shall have control of the defense or settlement of any Claims.

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10. Disclaimer of Warranties

·   upload, post, transmit or otherwise make available through the Service any content that infringes the intellectual proprietary rights of any party;

·   operate to defraud INCLU, other users, or any other person or provide false, inaccurate or misleading information;

·   engage in, promote, or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering);

·   interfere with another individual’s or entity’s access to or use of the Service;

·   defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity and intellectual property) of others;

·   incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;

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If you have a dispute with one or more users, including our creators, YOU RELEASE US FROM CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOUR AT THE TIME OF AGREEING TO THIS RELEASE. 

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11. Limitation of Liability

No Consequential Or Indirect Damages: EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL INCLU OR THE INCLU PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, WHETHER CAUSED BY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE, OR RELIANCE ON THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT YOU WERE ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. Maximum Liability: EXCEPT WHERE SUCH LIMITATIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL INCLU’S OR THE INCLU PARTIES’ AGGREGATE LIABILITY, WHETHER CAUSED BY BREACH OF CONTRACT, TORT, OR OTHERWISE, AND ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE, OR RELIANCE ON THE SERVICES, EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT RECEIVED BY US FROM THE TRANSACTIONS INVOLVING THE NFTS THAT ARE THE SUBJECT OF THE CLAIM.

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12. Termination

If you breach any of the provisions of these Terms, all licenses granted by INCLU will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

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13. Equitable Remedies

You agree that a breach of these Terms will cause irreparable injury to INCLU for which 

monetary damages would not be an adequate remedy and INCLU shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

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14. Governing Law and Choice of Forum

This Agreement is governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. Any action or proceeding arising out of or relating to the Service and under these Terms will be instituted in the courts of the Province of Ontario. You irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding.

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15. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

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16. Survival

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by INCLU or you. Termination will not limit any of INCLU’s other rights or remedies at law or in equity.

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17. Miscellaneous

These Terms constitute the entire agreement between you and INCLU relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of INCLU, and INCLU’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect., representations and warranties, both written and oral, regarding such subject matter.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

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Contact

If you have any questions concerning this Agreement, you may contact us at the following address: Connect@inclu.ca

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