Terms & Conditions
Effective as of May 2nd, 2022
By accessing the Services, you agree to be bound by the following terms and conditions, including those additional terms, conditions, and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the Services, including, without limitation, users who are browsers, vendors, customers, bidders, merchants, charities, non-profit organizations, and/or contributors of content. For greater clarity, the terms “user”and “you” and “your” refers to the users of the Goodszilla Platform and includes (i) buyers and bidders (“Buyers”); (ii) those who sell, list, and/or auction products for sale; (iii) not-for-profit organizations (“non-profits”); (iv) charities using the Goodszilla Platform; and (v) third-party retailers using the Goodszilla Platform (“Retailers”). Collectively, users from groups (ii), (iii), (iv) and (v) are referred to herein as “Sellers”. If you do not agree to these Terms, then you may not access the Services and must exit immediately.
We reserve the right to update, change, or replace any part of these Terms by posting updates and/or changes to our sites. This includes, but is not limited to, modifying, altering, updating, or adding Services from time to time, and working with any new or existing third parties as necessary to provide such Services to you. It is your responsibility to check this page periodically for changes. You can review the most current version of the Terms at any time on this page. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.
1. GENERAL CONDITIONS
1.1. The Services are intended solely for users who are 18 years old or older. Any access to, or use of, the Services by anyone under 18 years of age is expressly prohibited. By accessing or using the Services, you represent and warrant that you are 18 years of age or older.
1.2. You agree not to reproduce, duplicate, copy, sell, resell, or exploit the Services, or any portion of the Services, without express written permission by us.
1.3. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction including but not limited to copyright laws.
1.4. You must not transmit any worms or viruses or any code of a destructive nature on or through the Services.
1.5. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.
2. SERVICES DESCRIPTION
2.1. Goodszilla, through the Goodszilla Platform, offers and works with authorized third parties to offer registered users an online space to buy, list and/or sell products on the online marketplace, among other things (the “Goodszilla Marketplace”). A portion of the monetary proceeds from sold products may be directed to non-profits and charities that the Sellers support in the form of donations. Individuals, corporations, non-profits, and charities can fundraise to support various causes by listing products for sale.
2.2. Goodszilla works with Retailers through authorized applications that allow customers to make charitable donations with the purchases they make on the Retailers’ websites, mobile sites and/or applications (the“Goodszilla Plug-In”). The Goodszilla Plug-In forms part of the Goodszilla Platform.
2.3. Goodszilla offers an auction service that allows customers to bid on and purchase products through an auction on the Goodszilla Platform (“Goodszilla Auction Service”).
2.4. It is free to register and post products for sale on the Goodszilla Marketplace and Goodszilla Auction Service. However, we apply a transaction fee for successful sales, as outlined in Section 6 of these Terms.
3. CHARITIES AND NON-PROFIT ORGANIZATIONS
3.1. Charities and non-profits can register on the Goodszilla Platform by sending a request to email@example.com. Prior to registering charities and non-profits on the Goodszilla Platform, Goodszilla retains the right to request all documentation that it deems necessary to verify the organization’s non- profit or charitable status. Upon receipt of an application from a charity or non-profit, Goodszilla will verify the submitted documentation and assess the application. Goodszilla reserves the sole discretionary right to approve or reject the registration of a charity or non-profit on the Goodszilla Platform. Goodszilla may require that charities and non-profits submit additional documentation or be subject to periodical review to ensure that the purposes of such charities and non-profits remain consistent with the goals and values of Goodszilla.
3.2. All information and data made available to Goodszilla by the charities and non-profits will be treated confidentially and shall be used only with respect to the activities described in these Terms.
3.3. To receive donations and portions of sales, charities and non-profits must be registered with CanadaHelps or another accessible payment method that is agreed by Goodszilla. If negotiated directly with a charity, Goodszilla may send donation funds to a charity or a non-profit through a wire transfer, bank deposit or by any other agreed upon method of payment.
3.4. Goodszilla is not responsible for how donations are used by charities and non-profits. If you suspect any issues, please contact the charity or non-profit directly.
4. GOODSZILLA PLATFORM
4.1. To list, purchase, auction or bid on certain products on the Goodszilla Platform, users must create an account on the Goodszilla Platform or sign in through a third-party platform, such as Google, Facebook or Shopify. During account registration, users must enter a username and password to access the account. Users may only have one registered account on the Goodszilla Platform.
4.2. By creating an account, signing in through a third-party platform or submitting any information on the Goodszilla Platform, you represent and warrant that the information you provide to Goodszilla is true, accurate, complete, and current.
4.3. Goodszilla reserves the right to terminate or suspend your account where we believe that a breach or violation of these Terms has occurred.
5. BUYING & SELLING PRODUCTS ON THE GOODSZILLA PLATFORM
5.1. Sellers that use the Goodszilla Platform are responsible for ensuring the legality and legitimacy of the products made available in connection with the Goodszilla Platform. Goodszilla does not manufacture, store, or inspect any of the products listed or sold through our Services. We provide the platform, but the products in connection with the Goodszilla Platform are produced, listed, and sold directly by Sellers.
5.2. Except as specifically set out in these Terms, Goodszilla does not engage with, or participate in, the auction or sale transaction between Buyers and Sellers.
5.3. Goodszilla neither verifies nor approves the products offered for sale or auctioned by Sellers. Sellers are responsible for the accuracy and content of their product listings.
5.4. Sellers are responsible for dispatching their sold products to Buyers or arranging for pickup of sold products. If a Seller uses a delivery or fulfillment service, the Seller is ultimately responsible for ensuring that the Buyer receives their purchased product. Shipping fees are calculated based on the input of the Seller.
5.5. When bidding on or buying a product through the Goodszilla Platform, you acknowledge the following:
- you are not buying directly from Goodszilla, but from independent Sellers;
- Goodszilla does not guarantee or endorse any products auctioned or sold on the Goodszilla Platform, or any content posted by Sellers;
- Sellers may have their own processing times and delivery methods;
- Goodszilla cannot guarantee that transactions will be successfully completed;
- you are responsible for reading the full product listing before making a commitment to buy;
- you are responsible for submitting appropriate payment for product(s) purchased and providing accurate delivery information to the Seller;
- you enter into a legally binding contract to purchase a product when you commit to buy the product, or your offer/bid for a product is accepted; and
- we do not transfer legal ownership of purchased products from the Seller to the Buyer.
5.6. When listing a product for sale on the Goodszilla Platform, you agree to meet the following basic requirements:
- the product must be placed in the appropriate category;
- the product must not be encumbered by third-party rights;
- the product must not be encumbered by third-party rights;
- the Seller must provide accurate contact details to facilitate the delivery and shipping of any product; and
- the product must be geographically referenced, with some precision, including street, city, or region where the Seller has facilities and/or where the product is placed.
5.7. Goodszilla reserves the right to cancel or remove any product where we believe that a breach or violation of these Terms has occurred, without notice, explanation, or compensation to the user.
6. FEES & PAYMENT
6.1. Using the Goodzilla Plug-In
When a customer donates using the Goodszilla Plug-In, Goodszilla records the donation amount. After the completion of the transaction, the Retailer will forward the donation amount to Goodszilla. Goodszilla fulfills the donation to the designated charity(ies) through CanadaHelps. CanadaHelps may deduct a fee in accordance with its policy.
Goodszilla may charge Retailers a payment processing fee to receive donations through the Goodszilla Plug-In. Additionally, Retailers may sign up for monthly or annual paid subscriptions plans to unlock more Goodszilla Plug-In features (e.g. the Goodszilla Plus and Goodszilla Premium subscription plans). Any failure by a Retailer to pay Goodszilla (i) a donation amount; (ii) the processing fee; or (iii) a subscription fee; within thirty (30) days of receipt or in accordance with a Goodszilla agreement, may result in the suspension or termination of access to the Goodszilla Plug-In and other Goodszilla Services. Goodszilla will not be held responsible for any unfulfilled donation amounts due to a Retailer’s failure to pay.
6.2. Using the Goodszilla Auction Service
We only allow our recognized charities to list products using the Goodszilla Auction Service. These charities are not charged a listing fee for this service. When a bidder successfully purchases a product through the Goodszilla Auction Service (the “Purchase”), a 15% transaction fee (a “Buyer’s Premium”) shall be added onto the Purchase and is payable by the successful bidder. The Purchase amount is sent directly to the Seller. Goodszilla will add any applicable taxes in relation to the (i) Purchase; and (ii) Buyer’s Premium, on the purchase price as part of the total sum paid by the Buyer.
6.3. Using Other Aspects of the Goodszilla Platform
With the exception of the Goodszilla Auction Service and Goodszilla Plug-In, Sellers completing transactions through the Goodszilla Platform will be charged transaction fees (the “Fees”) based on the price the Seller displays for each listing plus the amount the Seller charges for delivery. Goodszilla requires a percentage (10% minimum) of each sale to be donated to a registered charity. The Fees are deducted from the Seller’s current balance at the point of transaction and is reflected in the Seller’s payment account. The Fees vary depending on how much of the proceeds are donated to a charity. Where 100% of the proceeds of a sale are to be donated to a charity, a 10% transaction fee will be applied. This Fee consists of the applicable third-party payment processing fee, the fees payable to Goodszilla for facilitating the transaction and any applicable sales taxes chargeable on the Fee. Where less than 100% of the sale proceeds are to be donated to a charity, a 15% transaction fee will be applied. This Fee consists of the applicable third-party payment processing fee, a third-party withdrawal fee for the Seller, the fees payable to Goodszilla for facilitating the transaction and any applicable sales taxes chargeable on the Fee. A complete scale of Fees is available to Sellers upon request
6.4. With the exception of the Goodszilla Auction Service, Sellers using the Goodszilla Platform are responsible for charging, collecting and paying all applicable taxes related to the sale of listed products. Goodszilla is not liable for the failure of any Seller to collect and remit applicable taxes to the relevant governmental authority. Sellers agree to indemnify, defend and hold harmless Goodszilla from and against all claims relating to taxes, other than taxes on Goodszilla’s income or the Goodszilla Fees.
6.5. Sellers may elect to designate a predetermined donation fee to one of our recognized charities or non- profit organizations from sales made on the Goodszilla Platform. The donation fee may appear as a percentage of the total amount of the sale of the listed product.
6.6. Goodszilla reserves the right to modify any Fees or charges relating to the Goodszilla Platform. Goodszilla will notify all users through its website if any new Fees are applied or if any existing Fees are modified.
6.7. Any payments made through the Goodszilla Platform are processed through third-party payment gateway providers. Users may be required to accept additional terms and conditions in relation to the use of any payment provider. We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third-party payment provider.
7. PROPRIETARY RIGHTS
7.1. You are solely responsible for any content that you post using our Services, including products for sale, profile pictures, reviews, comments, videos, listing photos, listing descriptions, and usernames (“User Content”), and the compliance of such User Content with applicable laws. You represent that you have all necessary rights to your User Content and that you are not infringing or violating any third-party’s rights by posting it. You understand that User Content (not including credit card information), may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
7.2. When you provide User Content using the Services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all intellectual property rights you have in that content in connection with the provision, expansion, and promotion of our Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your intellectual property rights in such User Content against Goodszilla, our assignees, our sublicensees, and their assignees, in connection with those assignees’, and those sublicensees’ use of such content with respect to the provision, expansion, and promotion of our Services.
7.3. We may, but have no obligation to, monitor, edit, or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any third-party’s intellectual property, these Terms our Goodszilla’s internal policies.
7.4. All Goodszilla Intellectual Property is protected pursuant to copyright, trademark, patent, and other applicable laws. “Goodszilla Intellectual Property” means all Goodszilla websites, mobile sites, applications, tools, domain names, trademarks, trade names, the Goodszilla Platform and all data, content, graphics, forms, artwork, images, photographs, functional components, any software and documentation, and other material on, in, or made available through the Goodszilla Platform, excluding all User Content.
7.5. Under no circumstances will you have any rights of any kind in or to the Goodszilla Intellectual Property, other than the right to use the Goodszilla Intellectual Property in accordance with these Terms. You may not reproduce, modify, copy, use, distribute, market, download, or otherwise exploit Goodszilla Intellectual Property, or any portion thereof, without express written permission by us.
8. ACCURACY, COMPLETENESS, AND TIMELINE OF INFORMATION
8.1. We are not responsible if information made available on the Goodszilla Platform is not accurate, complete, or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this site is at your own risk.
8.2. This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
9. OPTIONAL TOOLS
9.1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
9.2. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
9.3. Any use by you of optional tools offered through the Services and/or the Goodszilla Platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
9.4. We may also, in the future, offer new features through the Services (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms.
10. THIRD-PARTY LINKS OR CONTENT
10.1. Certain site content, products, and Services may include materials from third-parties.
10.2. Goodszilla may, from time to time, include hyperlinks that direct you to third-party websites, including websites of Retailers, that are not operated or maintained by, or affiliated with us. We are not responsible for examining or evaluating the content or accuracy of these third-party websites, and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.
10.3. We are not responsible or liable, directly or indirectly, for any harm or damages related to the purchase or use of goods, services, resources, content, or any transactions made in connection with any third-party websites, platforms or applications. We encourage you to carefully review the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
11. PERSONAL INFORMATION
12. PROHIBITED USES & PRODUCTS
12.1. In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet.
12.2. The following types of products are prohibited or restricted from sale on the Goodszilla Platform: (a) alcohol and tobacco; (b) narcotics, drugs, and drug paraphernalia (including fixtures and accessories for the production, modification, processing, or consumption of such items); (c) medical drugs, including anabolic substances containing steroids; (d) dangerous items (e.g. firearms, hazardous materials, explosives, recalled items, weapons, ammunition, fireworks); (e) humans or respective parts, debris, or bodies; (f) wildlife, including organs and skins; (g) hate items (e.g. items that promote, support, or glorify hatred); (h) illegal items, items promoting illegal activity, and highly regulated items; (i) internationally regulated items; (j) copies, duplicate, or backup software or audiovisual items, including memory cards or other storage devices; (k) replicas and fake products that infringe on copyright laws, patents, trademarks, designs, industrial designs, and trade secrets; (l) products that infringe laws protecting prehistoric, artistic, numismatic property; historic or archaeological interest; libraries; and collections of documents; (m) ambassador commissions or rewards programs; (n) any goods, rights, or secrets belonging to Goodszilla; (o) personal databases or identification; hacking and cracking; false information; viruses or any other technologies that may harm other users; (p) pornographic, erotic, or other products which are unsuitable for minors, or other goods or services contrary to morals and good customs; (q) products that threaten sovereign states or their symbols; (r) products that promote or incite any form of violence, both for humans and for animals; and (s) products that are offensive or discriminate based on race, religion, gender, nationality, and/or sexual orientation.
12.3. In connection with you listing for sale any products in association with the Goodszilla Platform, you are responsible for (a) complying with all applicable laws (b) obtaining all required licences, consents and authorizations from governmental authorities or third parties, and (c) notifying Goodszilla of your sale of any regulated products and on Goodszilla’s request, providing copies of any required licences, consents and authorizations, and advising Goodszilla of any regulatory regimes which apply to the sale of such products. Goodszilla reserves the right to remove any products from the Goodszilla Platform that it determines, in its sole discretion, are being sold without the Seller or Goodszilla complying with any applicable laws or regulations or any applicable licensing or consent requirements
12.4. Goodszilla shall be entitled to terminate your use of the Services for violating this Section 12 and to an injunction in addition to any other remedies available at law or in equity.
13.1. Information about Products. All information regarding the products posted on the Goodszilla Platform, including the model, brand, property, quality, characteristic, and features, are provided by the Seller. Goodszilla makes no warranties about the quality, safety, merchantability, fitness, or legality of the products for sale on the Goodszilla Platform. Any legal claim related to a product you purchase must be brought directly against the Seller of the product. You release Goodszilla from any claims related to: (a) products sold through the Services, including for defective products or failed transactions; (b) false or misleading misrepresentations or advertising by Sellers; (c) products that cause physical or property injury; and (d) any product liability claims
13.2. Content You Access. Goodszilla shall, as far as reasonably possible, ensure the quality and integrity of information provided by users on the Goodszilla Platform, to the extent that the information provided to Goodszilla by users is true, accurate, and not misleading. Goodszilla has further implemented appropriate technological and organizational measures in order to ascertain, to the extent feasible, the safety, accuracy, and completeness of the information available on the Goodszilla Platform. However, the responsibility for User Content, including the legality, accuracy, and quality of such content lies exclusively with the user and cannot be attributed to Goodszilla in this regard. We make no representations concerning any User Content posted by users through the Services. Goodszilla is not responsible for the accuracy, copyright compliance, legality, or decency of User Content posted by users that you access through the Services. You release us from all liability relating to such User Content.
13.3. Availability of the Services. We do not guarantee, represent, or warrant that the Services will (a) be uninterrupted, timely, secure, or error-free; (b) that the Services will be available at any particular time or location; (c) that any defects or errors will be corrected; (d) that the Services or the server that makes it available will be free of viruses or other harmful components; or (e) the results of using the Services will meet your expectations. We will not be held responsible for the security of the Services or for any disruption of the Services however caused, loss of or corruption of any material in transit, or loss of or corruption of material or data when downloaded onto any computer system. You agree that from time to time we may remove the Services for indefinite periods of time or cancel the Services at any time, without notice to you.
13.4. Delivery. You agree that the time for delivery of your purchased products shall not be of the essence under these Terms and that we will not be liable for any losses or expenses which you may sustain as a result of any delay in the delivery of your purchased products.
13.5. Warranties. You expressly agree that your use of, or inability to use, the Services are at your sole risk. All products (including without limitation, the Services) are provided “as is” and “as available” for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
14. LIMITATION OF LIABILITY
14.1. To the maximum extent permitted by law, in no event shall Goodszilla, our directors, officers, employees, affiliates, subsidiaries, agents, contractors, interns, suppliers, service providers, volunteers, clients or licensors be liable for (i) any direct, indirect, consequential, incidental, exemplary, punitive or special damages; or (ii) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive or special, characterized as lost revenue, lost savings or revenue or lost profits, whether based in contract, tort (including negligence), strict liability or otherwise, arising from, or in connection with, your use of any of the Services or any products procured using the Goodszilla Platform, or for any other claim related in any way to your use of the Services or any purchased product, including, but not limited to, any errors or omissions in any website content, or any loss or damage of any kind incurred as a result of the use of the purchased products posted, transmitted, or otherwise made available via the Goodszilla Platform, even if Goodszilla was advised of the possibility of any such loss or damage in advance.
15.1. You agree to indemnify, defend, and hold harmless Goodszilla, our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, volunteers, clients, and employees, from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of (a) your use or misuse of the Services and the Goodszilla Platform; (b) your breach of these Terms or any policies they incorporate by reference; (c) your violation of any applicable laws or the rights of a third-party; (d) any User Content that you post or otherwise submit on, through, or in connection with the Services; and (e) your listing, selling, bidding or purchasing of products on the Goodszilla Platform.
16.1. If you have a dispute with one or more users or parties in association with the Goodszilla Platform, including disputes with Sellers, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, resulting from or in any way connected with such disputes.
17. TERMINATION OF SERVICES
17.1. Goodszilla may suspend or terminate your account and/or your ability to use the Services for failure to comply with these Terms, for providing Goodszilla with untrue or inaccurate information about yourself, for infringement upon Goodszilla proprietary rights, or for any other reason whatsoever or for no reason. If we terminate your account and/or access to the Services (or any portion of the Services) you may not try to access the Services again without Goodszilla’s prior written approval.
18.1. Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. Where the context so requires or permits, the use of the singular form includes the plural, and the use of the plural form includes the singular, and the use of any gender includes any and all genders.
18.2. Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms, an such determination shall not affect the validity and enforceability of any other remaining provisions.
18.3. Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
18.4. Agency. Nothing in these Terms will be construed to constitute any user or similar party as a partner, joint venturer, franchisee, employee, agent or representative of Goodszilla. No user will have any right to act as an agent of Goodszilla or create any obligation for or on behalf of Goodszilla.
18.5. Conflict. In the event there are any contradictions or inconsistencies between these Terms and another agreement or document, these Terms will prevail.
18.6. Entire Agreement. These Terms and any policies or operating rules posted by us on the Goodszilla Platform constitute the entire agreement and understanding between you and us and governs your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).
18.7. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You consent and attorn to the exclusive jurisdiction of the courts located in the City of Toronto and in the Province of Ontario.