Thoughtfull Terms of Use and Sale

Thank you for visiting Thoughtfull. Our goal is to be the world’s destination for thoughtful gifting.

 

By using Thoughtfull.co, you are agreeing to these Terms of Use and Sale. These Terms of Use and Sale contain limitations on our liability and a requirement that you indemnify us for certain types of losses or damages. Please read these terms and conditions carefully.

 

When we use the terms “we” or “our”, we are referring to Thoughtfull, a division of Indigo Books & Music Inc. When we use the term “Indigo”, we mean all of Indigo Books & Music Inc.’s divisions and affiliates, and all of their directors, officers, employees and service providers.

 

If you have any questions about the Terms of Use and Sale, you can contact us at help@thoughtfull.co.

 

These Terms of Use and Sale were last updated on September 18, 2019.

  

IMPORTANT INFORMATION FOR U.S. VISITORS: If you are a visitor from the United States, these Terms of Use and Sale contain a mandatory arbitration clause requiring you to resolve all disputes through binding individual arbitration and a class action waiver. You are waiving any right to have disputes with us decided by a judge or jury and you waive your right to participate in class actions, class arbitrations or representative actions.

 

1)        Agreement to these Terms of Use and Sale

These Terms of Use and Sale form a binding agreement between you and Thoughtfull, a division of Indigo Books & Music Inc.

 

You agree to the most updated version of the Terms of Use and Sale each time you visit Thoughtfull.co, access and use the services offered through Thoughtfull.co, or complete a purchase through Throughtfull.co. You also agree to the Thoughtfull Privacy Notice (at www.thoughtfull.co/pages/privacy), which is incorporated into and forms part of these Terms of Use and Sale.

 

IF YOU DO NOT AGREE TO THESE TERMS OF USE AND SALE, IMMEDIATELY STOP ACCESSING AND USING THOUGHTFULL.CO AND DO NOT PURCHASE ANY PRODUCT OR EXPERIENCE OR USE ANY SERVICE OFFERED THROUGH THOUGHTFULL.CO.

 

2)        About the Thoughtfull Services

Thoughtfull.co is a platform through which merchants advertise and sell their products and experiences. Thoughtfull helps you select meaningful products and experiences for recipients you care about and facilitates your order by processing your payment and transmitting your order information to the merchant. In these Terms of Use and Sale, the term “Thoughtfull Services” refers to our website platform Thoughtfull.co and all other services that Thoughtfull provides to you.

 

The products and experiences on Thoughtfull.co are advertised by and sold by merchants. Merchants (not Thoughtfull) are responsible to you for fulfilling your order and the quality of the product or experience. Please see Section 5 Terms of Sale for terms and conditions that apply to your purchase of products and experiences from merchants. Merchants may also have additional terms and conditions that are listed in the product or experience description.

 

3)        Availability of the Thoughtfull Services

There may be interruptions in your use of the Thoughtfull Services due to routine maintenance or to circumstances inside or outside of our control. We reserve the right to restrict access to all or part of the Thoughtfull Services without notice for any reason in our sole discretion. In addition, we may also discontinue all or part of the Thoughtfull Services without notice for any reason in our sole discretion, even if you have created an account with us.

 

We may suspend or close your account without notice if you violate our Acceptable Use Policy (see below).

 

4)        Your obligations when using the Thoughtfull Services

 

Minimum age

Merchants may advertise products and experiences for children, but these are meant for purchase by adults. You may access and use Thoughtfull.co and the Thoughtfull services if you have reached the age of majority in the province or state in which you reside. If you have not reached the age of majority in the province or state in which you reside, you must stop accessing and using Thoughtfull.co and the Thoughtfull Services immediately.

 

Accurate information and age verification

You will provide accurate information to Thoughtfull and keep that information up to date. Some products and experiences offered through Thoughtfull.co have age restrictions. If requested by us, you agree that you will accurately state your date of birth or age in order to access certain areas of Thoughtfull.co or purchase certain products or experiences. Thoughtfull and merchants reserve the right to ask for proof of age for products or experiences with age restrictions, including as a condition of delivery of those products.

 

Purchases without creating an account

You may purchase a product or experience without creating an account. If you choose to use this method of purchase, we will create an internal account for you where we store your information and records of your transactions.

 

Creating a Thoughtfull account

Creating an account will provide you with a more customized user experience. You may only create one account on Thoughtfull.co. You will be required to provide your first name, last name, email address, and password. You agree to use a strong, unique password for your account and to protect your password. Your account is personal to you. You may not transfer your account or permit third parties to use your account. You are responsible for all activity under your account. We are not responsible for verifying the identity of the person using your account. You will report any unauthorized activity on your account to Thoughtfull promptly by email to help@thoughtfull.co.

 

Products and experiences cannot be resold

You may not use Thoughtfull.co to purchase products or experiences for resale. All of your purchases must be for your own use or as a gift for another person.

Comply with our Acceptable Use Policy

You must comply with our Acceptable Use Policy (see below).

 

5)        Terms of sale when you purchase form our merchants

 

Sales in Canada and the U.S. only

You may only order products through the Thoughtfull Services for shipment to Canada and the Unites States of America.

 

Additional terms

The sale of products and experiences may be subject to additional terms described in the product or experience listing. Some of the types of additional terms include availability restrictions, quantity restrictions, booking requirements, waivers for experiences, and cancellations, returns and refunds.

 

Methods of payment

We use Shopify Payments and the Stripe payment card network to process payments and refunds. Shopify Payments currently accepts the following payment methods on behalf of merchants: Visa, MasterCard, American Express, Shopify Pay, Apple Pay and Google Pay. Shopify Payments and Stripe have the ability to add additional payment methods or remove these listed payment methods in their discretion, at any time.

 

Availability of products and experiences

The availability of certain products and experiences may be limited. Some products may not be available for immediate delivery. If the merchant is unable to fulfill your order due to lack of availability, the merchant may reject your order.

For some experiences, you may need to choose a date and time with the merchant. There is no guarantee that your preferred date and time will be available.

 

Orders

You are purchasing directly from the merchant (not Thoughtfull). Once you place your order, we will notify the merchant of your request. Your purchase is not complete until you receive a purchase confirmation email indicating whether the merchant has accepted your order. In the case of a product, you will not be charged until your product has been shipped or, in the case of a digital product, made available to you. In the case of an experience, you will be charged once the digital voucher for your experience has been issued to you.

 

Right to reject order

We reserve the right to reject any order placed through the Thoughtfull Services for any reason.

 

Product and experience descriptions

Colours or details in images that you see in a product or experience listing may depend on the device you use to browse Thoughtfull.co. The product listing describing the product or experience (including all images) are the responsibility of the merchant. Indigo does not provide any representations or warranties regarding the merchant’s products or experiences. Indigo is not responsible for any inaccuracies in the product listing or claims made by the merchant.

 

Pricing

Merchants are responsible for setting the prices of their products and experiences. Prices may change at any time. We are not responsible for any claims that merchants make about the ordinary selling price of their products and experiences. Charges for delivery and applicable sales taxes will be added at checkout. Prices may vary depending on your shipping location.

If you purchase an experience, please note that pricing does not include gratuities unless specified in the experience listing.

 

Errors in pricing and product and experience descriptions

Although each merchant strives to provide accurate product and pricing information, errors may occur. Indigo does not warrant that product or experience descriptions or other information on Thoughtfull.co is accurate, complete, reliable, current or error free. Thoughtfull and the merchant reserve the right to correct any errors in pricing or product or experience descriptions at any time without prior notice. If the price or the description of the product or experience contains errors, Thoughtfull or the merchant reserve the right to refuse or cancel your order even if payment has been processed. We will contact you to ask you to place a new order for the product or experience with the correct pricing and/or product or experience description.

 

Shipping and delivery

Merchants are responsible for shipping and setting estimated delivery dates. Charges for shipping and any shipping or tracking options will be stated in the product description and may vary for each product. Shipment may be limited to certain geographic locations. Delivery estimates are not guaranteed delivery times.

If there is a delay in delivering a product, Thoughtfull and the merchant may cancel your order or contact you in order to allow you to maintain your order subject to a revised delivery time if and when the product becomes available.

 

Risk of loss and damage during shipment

Thoughtfull does not provide any shipping guarantee and is not responsible for any loss, damage or breakage to a product during shipment. For domestic shipments, risk of loss and title for products pass to you upon the merchant’s delivery to the carrier. For international shipments, risk of loss and title for products pass to you upon customs clearance. Unless otherwise provided for by a merchant, a merchant’s liability for loss, damage or breakage to a product during shipment is limited to any coverage provided by the shipping carrier’s terms and conditions of carriage.

 

Customs, duties and other charges

You will be told in the product description or at checkout whether delivery will require international shipping. The recipient of the product is the importer of record and may be subject to import taxes, customs duties and fees. We may, but are not required to, provide you with an estimate of these import taxes, customs duties and fees; however, we make no guarantee that the actual amounts will be the same as our estimates.

 

Social impact products and experiences

Some merchants may be registered Canadian charities. These merchants may offer products or experiences for fundraising purposes. The merchant will advise you in the product or experience listing whether you may be entitled to a Canadian charitable receipt for all or a portion of your payment. The merchant (not Thoughtfull) is responsible for issuing you a charitable receipt. Thoughtfull is not a charity and cannot issue or replace charitable receipts. You understand that we cannot and do not provide you with any advice on whether you will be entitled to claim or deduct any amount you pay to a merchant of a social impact product or experience against your taxes.

 

Cancellations, returns and refunds

Unless otherwise provided for in a product or experience listing, all sales are final. Merchants are responsible for setting their own returns and refunds policy for products and cancellations and refunds policy for experiences. Please see the product or experience description and any additional applicable terms for the merchant’s policy.

 

Health and wellness products and experiences

Thoughtfull does not endorse, recommend or verify the efficacy of any health or wellness products or experiences offered by merchants. Health and wellness products and experiences are not a substitute for seeking qualified medical professional advice. Thoughtfull is not a health or wellness provider. Do not neglect or delay in seeking professional advice from your physician or other qualified health provider relating to health conditions because you have purchased a product or experience from a merchant through the Thoughtfull Services.

 

Merchant licenses, authorizations and certifications

Some products and experiences may require the merchant to have a licence, regulatory authorization, or certification. While we encourage merchants to disclose the status of any relevant licences, regulatory authorizations or certifications in the product or experience description, you (not Thoughtfull) are responsible for determining whether the merchant is qualified to provide the product or experience.

 

Your compliance with laws

You are responsible for knowing and obeying all applicable local, provincial, state, territorial, federal and international laws relating to a product or experience. This includes laws restricting the possession of a product or the use, receipt or purchase of a product or experience.

 

Export controls

Some products may be subject to export or re-export control laws and regulations. You agree to inform yourself of and comply with all such laws.

 

6)        Ownership of the Thoughtfull Services

The Thoughtfull Services and any content on Thoughtfull.co (including, without limitation, all text, graphics, videos, audio, icons, scripts, software, designs, applications, data, and other elements available on or through the Thoughtfull Services) are proprietary to Indigo, our merchants or third-party content providers. Thoughtfull grants you a limited, personal, non-transferable, nonexclusive, revocable license to use the Thoughtfull Services and the content pursuant to these Terms of Use and Sale. You agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell, or re-sell the Thoughtfull Services or any of the content. You may print individual website pages provided that you do not modify the pages or remove or alter any marks, notices or disclaimers.

Thoughtfull™, the Thoughtfull logo and other names and logos appearing on or in connection with the Thoughtfull Services are registered or unregistered trademarks, service marks, tradenames and logos owned or licensed by Indigo or their respective owners or licensees and may not be used by you without express written permission of the owner or licensor.

 

7)        Responsibility for merchant websites and other links

Thoughtfull.co contains links to merchant sites and other third parties. Indigo is not responsible for the content of any third-party linked site or any link contained in a linked site. Indigo is not responsible for the acts or omissions of any operator of any such site. Your use of any such third-party site is at your own risk and will be governed by such third party's terms and policies (including its privacy policy).

 

8)        Your submissions

We may permit users of Thoughtfull.co to post reviews or comments or to send us feedback or ideas. We call all of these “Submissions”. If you choose to make a Submission, you agree to comply with the Acceptable Use Policy and you represent and warrant that your Submission is not subject to any confidentiality obligations or third party intellectual property rights, that you own and control all of the rights to the Submission, and that you have the authority to grant these rights to Indigo.

If you make a Submission, you thereby grant Indigo and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, produce, reproduce, modify, combine with other works, adapt, publish, perform, translate, create derivative works from, distribute, communicate to the public by telecommunications, display and exploit the Submission for any purpose (commercial or otherwise) in any media or using any technology now known or later developed, without providing any attribution or compensation to you. You agree, represent and warrant that all moral rights in your Submission are waived in favour of Indigo and its successors, assigns and licensees. Indigo disclaims any obligation of confidence or other duties to you regarding your Submission.

 

9)        Waiver of liability for merchant obligations

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH MERCHANTS. You acknowledge and agree that Indigo does not make, store, inspect, host or deliver any of the products or experiences offered through the Thoughtfull Services. You hereby waive and release Indigo from all claims against Indigo with respect to any ACT OR OMISSION OF A MERCHANT OR ANY product or experience you purchase through the Thoughtfull Services, including claims for defective items, misrepresentation by merchants, warranties, personal injury (including death) and damages to property.

 

10)    Disclaimer of representations, warranties and conditions

YOUR USE OF THE THOUGHTFULL SERVICES IS AT YOUR OWN RISK. THE THOUGHTFULL SERVICES AND ALL INFORMATION, CONTENT, MATERIALS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE THOUGHTFULL SERVICES ARE PROVIDED BY INDIGO ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING BY STATUTE, USAGE, TRADE, CUSTOM OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, INDIGO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, COMPLETENESS, ACCESSIBILITY, TITLE, MERCHANTABLE QUALITY, DURABILITY, PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE.

 

11)    Limitation of liability

(Inapplicable in Quebec) INDIGO AND ITS MERCHANTS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THOUGHTFULL.CO OR THE USE OF THE THOUGHTFULL SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, SAVINGS, INCOME, USE, REPUTATION OR GOODWILL UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY INDIGO OR ANY PERSON FOR WHOM THOUGHTFULL IS RESPONSIBLE, AND EVEN IF INDIGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.

IN NO EVENT WILL INDIGO’S LIABILITY IN CONNECTION WITH A MERCHANT’S PRODUCT OR EXPERIENCE, INCLUDING, WITHOUT LIMITATION ANY PRODUCT OR EXPERIENCE DESCRIPTION, EXCEED THE AMOUNTS ACTUALLY PAID FOR THE PRODUCT OR EXPERIENCE.

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THIS SECTION MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

 

12)    Arbitration, Class Action Waivers, No Jury Trial

This section is applicable to visitors from the United States of America.

 

Binding Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DisputeS or claimS between you and Indigo arising out of, relating in any way to, or in connection with the Thoughtfull Services or any products or experiences purchased through Thoughtfull.co shall be resolved exclusively by final, binding arbitration.

You ACKNOWLEDGE AND AGREE THAT YOU are giving up the right to go to court and have a dispute heard by a judge or jury.

The provisions of this Section 12 shall constitute a written agreement with Indigo to arbitrate disputes under the Federal Arbitration Act (United States). The arbitration shall be administered by the American Arbitration Association and conducted before a single arbitrator pursuant to its rules, including, without limitation, the American Arbitration Association’s Consumer-Arbitration Rules, available at https://www.adr.org/consumer. The arbitrator will apply and be bound by this Section 12, apply these Terms of Use and Sale and applicable law to the facts, and issue a reasoned award, if appropriate.

To begin an arbitration proceeding, you must submit the Dispute by utilizing the forms available at https://www.adr.org/consumer, and simultaneously sending a copy of the completed form to the following address: Thoughtfull, 620 King Street West, Suite 400, Toronto, Ontario, M5V 1M6 Attention: Legal Department.

Payment of all filing, administration, and arbitrator fees will be governed by the American Arbitration Association rules. In the event the American Arbitration Association is unavailable or unwilling to hear the dispute, you will cooperate with Indigo to select another arbitration provider.

 

No Class Actions

You agree that you will bring any claim against us in your individual capacity and not as part of a class arbitration, class proceeding or representative action.

 

No Jury Trial

If for any reason a claim or proceeding in a court is permitted, you waive any right to a jury trial.

 

13)    Indemnification

You agree to defend, indemnify, and hold Indigo harmless from and against any and all liabilities, claims, damages, costs, and expenses, including lawyer’s fees and expenses and court costs and awards, arising from or related to your misuse of Thoughtfull.co or any breach by you of these Terms of Use and Sale and the Acceptable Use Policy. Indigo reserves the right to choose counsel if we do not agree with your choice. We also reserve the right to assume control of any defence. You agree to cooperate with Indigo in the defence of any claim whether or not we assume defence of it. You will not settle any claim that involves injunctive relief or mandatory orders against Indigo without our consent.

 

14)    Intellectual Property Infringement Reporting

If you own copyright, trademark, patent, or other intellectual property rights or are the authorized agent for such an owner, and you have a good faith belief that content on Thoughtfull.co violates those intellectual property rights, you may report your concern by submitting a complaint to legal@thoughtfull.co.

 

15)    Governing law

(Not applicable in Quebec) These Terms of Use and Sale and all related matters are governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Subject to Section 12, any dispute between you and Indigo arising out of or relating these Terms of Use and Sale shall be resolved before the Courts of Ontario, sitting in the City of Toronto.

If you are resident of Quebec when you use the Thoughtfull Services, these Terms of Use and Sale and all related matters are governed solely by the laws of the Province of Quebec, Canada and the applicable federal laws of Canada without regard to conflict of laws principles and all disputes shall be resolved before the Courts of Quebec, sitting in the City of Montreal. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

16)    Entire Agreement, Severability, Assignment, Termination, Language

 

Entire Agreement

These Terms of Use and Sale, the Thoughtfull Privacy Notice (at www.thoughtfull.co/pages/privacy), the Acceptable Use Policy (see below) and all other disclaimers and warnings on Thoughtfull.co constitute the entire agreement between you and Indigo.

 

Severability

If any provision of these Terms of Use and Sale is held by a court or arbitrator to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect.

 

Assignment

You may not assign your rights and obligations under these Terms of Use and Sale. Indigo may assign its rights and obligations under these Terms of Use and Sale without your consent.

 

Termination

If you terminate or we suspend your account or these Terms of Use and Sale are terminated for any reason, you and Thoughtfull will continue to be bound by these Terms of Use and Sale regarding matter arising out of or relating to your prior access to and use of Thoughtfull.co, including any purchase you made through Thoughtfull.co.

 

Language – English / Anglais

The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais.

 

17)    Changes to the Terms of Use and Sale

We may change these Terms of Use and Sale at any time. All changes will apply to uses of the Thoughtfull Services after the date of posting of the Terms of Use and Sale at www.thoughtfull.co/pages/terms. You may not change these Terms of Use and Sale.

 

Acceptable Use Policy

September 18, 2019

Thoughtfull’s goal is to create an environment where gift giving is fun and easy. In order to protect Thoughtfull.co and visitors to Thoughtfull.co, we have certain rules that you must follow.

 

1)        Don’t violate the law

We want this to be a respectful and thoughtful environment. You may not submit any content to this site that is purposely inaccurate, impersonates another person or falsifies information.

 

2)        Don’t take our property or resell our services

You are not permitted to use any scripts or technologies to crawl, scrape, spider, index, or frame any page or content on Throughtfull.co or to reverse engineer or attempt to obtain the source code of Thoughtfull.co. You may not link to Thoughtfull.co or an individual web page on Thoughtfull.co without our express written permission, which may be withheld or revoked in our sole discretion.

 

3)        Don’t harm Thoughtfull.co

You must not submit content to Thoughtfull.co that contains viruses or malware. You must not tamper or interfering with the proper functioning of any part of Thoughtfull.co or any functions or services provided by Thoughtfull. You must not attempt to crash, overload or spam Thoughtfull.co. You must not attempt to evade or test our security measures or attempt to hack Thoughtfull.co.

 

4)        Don’t violate the rights of other people

You may not submit content to Thoughtfull.co that defames anyone or violates the legal rights of anyone, including their intellectual property rights, rights of privacy, rights of publicity.

 

5)        Don’t misuse Thoughtfull.co

You must not submit content to Thoughtfull.co that advertises, or solicits other users to become a customer of, another site or that advertises or solicits for political or religious purposes.