Terms & Conditions

A legal disclaimer

All users must comply with these terms and conditions. These Terms and Conditions (the
“Agreement”) apply to your access to and use of THE GEAR LOFT’s Services.
This Agreement is a legally binding contract between you (“you” or “your,” individually or the
business you represent with each being a “User”) and THE GEAR LOFT, owned and operated
by Matthew Lee Beaulieu with a business address at 303-250 Hollywood Road S, Kelowna, BC,
V1X 3S9, (as applicable “THE GEAR LOFT,” “we,” “our,” or “us”). If you are acting for
purposes other than your personal, family, or household purposes, then you are a business user
(the “Business User”), and if you are an individual who is not a Business User, you are a
consumer user (the “Consumer User”). Users include collectively, Business Users and
Consumer Users (the “Users”). This Agreement applies to THE GEAR LOFT platform and all
related tools, features, and Services, including the website located at _________________ (the
“Service”).
If you use or access the Service, you are indicating that you have read and understood and
agree to comply with, and be legally bound by, these Terms, whether or not you have
become a registered user of the Services. IF you do not agree to these Terms, then you do
not have the right to access or use the website.

Acceptance of the Agreement

1. The Service provides an online marketplace where Users can buy Items (the “Buyers”) listed
by THE GEAR LOFT on behalf of consigners (the “Consignors”). Consignors contract with
THE GEAR LOFT for THE GEAR LOFT to act as their authorized agent for the sale of
agreed Items (the “Items”). By using the Service, Buyers enter into a contract for the sale
and purchase of Items (the “Contracts”) between themselves and the Consignor wherein
THE GEAR LOFT operates as the authorized agent of the Consignor. All Contracts entered
into by THE GEAR LOFT on behalf of a Consignor binds the Consignor and the
Consignor covenants and agrees that they will be bound by such. THE GEAR LOFT is
not a contracting party to any such Contracts as between the Consignor and Buyer and shares
no liability for breaches of the Contracts by any party to the Contracts.
2. By accessing and/or using the Service, you agree to be bound by this Agreement and any
policies or agreements referenced into this Agreement (which will become part of the
Agreement). If you do not agree to abide by all of the terms and conditions in this
Agreement, you must not access and/or use the Service. You represent that you have the
authority to bind yourself to this Agreement as a Consumer User. If you access and/or use the
Service on behalf of a business, then you represent that you have authority to bind that
business to this Agreement and that the business accepts this Agreement as a Business User.
3. THE GEAR LOFT may, at any time, for any reason, and without notice, make changes to
this Website, including its look, feel, format, or content; the products or Services offered

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through this Website; or this Agreement. Unless explicitly stated otherwise, any such changes
or any new features or functionality implemented on the Service will take effect when posted
to the Service and will be subject to this Agreement, as amended from time to time. By
continuing to use this Service, you will be deemed to have accepted and agreed to be bound
by any such changes.
4. THE GEAR LOFT does not provide any warranties or guarantees as to the products or
Services transferred as part of the Contracts. It is the Buyers’ express responsibility to ensure
that the product and/or Service they are purchasing as part of the Contracts meets their
expectations as it concerns, condition, quality, and suitability for intended use. The Buyers
expressly agree to hold THE GEAR LOFT harmless from any loss, injury, or damage they
experience as a result of defective, damaged, or unsuitable products and/or Services that they
purchase within the Contracts and/or use of the Service.
5. THE GEAR LOFT does not warrant or guarantee that extended warranties as provided by the
manufacturer of any products and/or Services that form part of the Agreement are
transferable to the Buyers and the Buyers expressly agree to hold THE GEAR LOFT
harmless from any loss, injury, or damage they experience as a result of any non-
transferability of manufacturer warranty.

Accounts and Use of the Services

6. Minors
a. Individuals under the age of majority (“Minors”) in their province or territory of
residence may only use the Service with permission of their parent or guardian. By
using the Service, you represent that you are at least the age of majority in your
province or territory of residence or that you are of the age of majority in your
province or territory of residence and have given us your consent to allow any of your
Minor dependents to use the Service.

7. Use and Access
a. To the fullest extent permitted by applicable law, you will be solely responsible and
liable for your use of the Service.
b. In connection with using and/or accessing the Service, you agree to comply with this
Agreement and all applicable laws, rules, and regulations. Without limiting the
foregoing, you will not do any of the following in connection with your use of the
Service:
i. violate any law, rule, or regulation, including any anti-spam, personal
information protection, privacy or other restriction, as determined by THE
GEAR LOFT, to the extent permitted by law, in its sole discretion, that may be
applicable to your use of the Service;

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ii. create any derivative works of, modify, or reverse engineer any part of the
Service;
iii. interfere with, disrupt, negatively affect, or inhibit other Users from fully
enjoying our Service or damage, disable, overburden, put unreasonable load
on, or otherwise impair the functioning of the Service infrastructure or the
networks connected to the Service;
iv. promote any illegal activity or enterprise;
v. stalk, harass, bully, impersonate or solicit information unrelated to a listed
Item;
vi. copy, scrape, harvest, crawl or use any technology, software or automated
systems to collect any information or data for the Service;
vii. consign or attempt to consign anything you do not have a right to consign
or sell or transmit under law or existing relationship;
viii. pose a privacy or security risk to the Service or any User;
ix. infringe anyone’s intellectual property such as by posting counterfeit
products for sale through the Service unless explicitly identified as such;
x. collect or harvest any information or data from THE GEAR LOFT’s
systems or attempt to decipher any transmission to or from the servers running
the Service;
xi. use the contact information of any User of the Service for any purposes
other than in relation to shipping Items pursuant to a contract for purchase and
sale;
xii. use the Service in any way that may be reasonably expected to cause
damage to THE GEAR LOFT’s public image, goodwill, or reputation;
xiii. express or imply that any of your statements, activities or causes are
endorsed by THE GEAR LOFT, without THE GEAR LOFT’s prior written
consent in each instance;
xiv. create multiple accounts to evade punishment or avoid restrictions;
xv. transmit or upload viruses, worms, or interfere with the Service; and/or
xvi. take any action or inaction which THE GEAR LOFT, in its sole
judgement, believes is questionable or could cause harm or liability.

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c. THE GEAR LOFT may investigate, take legal action, or perform any other action it
deems necessary or warranted in managing the Service, Content, or Users, including
termination of your Account and/or preservation of such information for investigative
purposes. Enforcement of this Section 7 is solely at THE GEAR LOFT’s discretion,
and failure to enforce this section in some instances does not constitute a waiver of
our right to enforce it in other instances.

8. Account Information
a. You need to create an account with THE GEAR LOFT to access and/or use certain
features of the Service (“Account”). If you are creating an Account for a business
entity, then you represent and warrant that you have the authority to create such
Account on behalf of the business entity as a Business User. You must provide
accurate information about your identity and must not provide any false information
or impersonate another person or company through your Account. THE GEAR LOFT
reserves the right to verify the account information you provide (the “Account
Information”). Upon THE GEAR LOFT’s request, you will promptly provide
required documentation, including identification documents, proof of address, or
business information. The name on your Account will be considered the Account
owner. If you provide any information that is untrue, inaccurate, not current,
incomplete, or otherwise in violation of this Agreement, THE GEAR LOFT retains
the right to suspend or terminate your Account and refuse any and all current or
future use of the Service.

9. Passwords
a. You are responsible for maintaining the confidentiality of your password and
Account. Any unauthorized use of your Account or any other breach of Account
security must be reported immediately to THE GEAR LOFT by email at
info@thegearloft.ca.
10. Your Responsibility
a. You hold sole responsibility for activity conducted on your Accounts. If you are a
Minor and share the Account with a parent or guardian, then you and your parent or
guardian shall be liable and responsible for any activity conducted on that Account.

11. Account Transfers
a. You cannot transfer or assign your Account to a third party without prior written
consent from THE GEAR LOFT. THE GEAR LOFT may require additional
information from you regarding the requested transfer or assignment. You cannot sell
or otherwise dispose of your Account unless authorized by THE GEAR LOFT or as
required by the applicable law.

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12. Media
a. As a Consignor and/or Buyer, you may provide media primarily in the form of images
and descriptions to THE GEAR LOFT from time to time in connection with the
consignment or return of Items. You represent and warrant that the offered media
constitutes an accurate representation of the Items, you have the right to offer such
media for the purpose of consigning or returning the Items, and consent to THE
GEAR LOFT’s use of such media for such a time as the agreed consignment period
lasts pursuant to the Consignment Agreement.

13. International Use
a. The Services are not directed at any individuals or entities in any jurisdiction where
the publication or availability of the Services are unavailable or contrary to the
applicable legal regime. If you are accessing the Services from a location outside of
Canada, you agree that you are doing so on your own initiative, at your own risk, and
you are wholly responsible for compliance with the applicable legal regime. THE
GEAR LOFT makes no representation or warranty that the Services are appropriate
or available for use in your particular jurisdiction. Shipping will not be offered
outside of Canada.

Terms & Conditions - the basics

Buying and consigning Items through the Service includes risk, fees, and taxes. THE GEAR
LOFT prohibits certain Items from being sold and only allows returns in limited
circumstances.

You assume certain risks in using a consignment Service such as THE GEAR LOFT. THE
GEAR LOFT is not a participant in and provides no warranty for any transaction between a
Buyer and a seller, and THE GEAR LOFT does not take title of any Items. You acknowledge
and agree that THE GEAR LOFT will not be considered a Buyer or Consignor in any
transaction conducted through the Service. When acting as a Buyer or Consignor, you
assume all of the risks of selling or purchasing Items through the Service. You agree that
THE GEAR LOFT operates as an agent of the Consignor and any actions taken by them in
relation to the purchase or sale of an Item binds the Consignor and does not bind THE GEAR
LOFT.
Consignors
a. As a Consignor, you agree to only offer Items for consignment that you have all rights
necessary to sell or consign and to describe such Items truthfully, accurately, and
completely. Our Consignment Agreement (which is incorporated by reference into the
Agreement) further describes the Consignor’s rights, responsibilities, and fees.
b. To use the Service as a Consignor, you must agree to the Consignment Agreement. If
you do not agree to the Consignment Agreement, you may not access the Services for
the purpose of consignment.

Buyers
a. As a Buyer, you are solely responsible for reading and reviewing an Item’s listing
before making an offer for an Item or purchasing an Item. Buyers are responsible for
fees including but not limited to shipping costs on purchase and returns.
b. Buyers purchase Items on an “As Is” basis. THE GEAR LOFT makes no
representations or warranties as to the quality or suitability of the Item for the Buyers’
purpose. Buyers agree to hold THE GEAR LOFT saved, indemnified, and held
harmless from any liability which may ensue in relation to any actions, claims,
demands, losses, expenses, damages, and costs associated with their purchase of
Items from the Service.
c. Buyers agree that they will comply with the provisions of this Agreement which
relate to payment and shall remit payment to THE GEAR LOFT as specified by
Articles 50 and 51 of this Agreement.

Prohibited Items
a. THE GEAR LOFT prohibits the listing or sale of any Items that are illegal to sell,
violate the rights of third parties such as counterfeit Items, and those that fit the
following categories;
i. Weapons including bear spray, pocket knives, and axes; and

ii. Climbing goods including harnesses, ropes, slings, and webbings, but not
including shoes and quickdraws;
iii. Items that include offensive, derogatory, or otherwise disrespectful
material, language, images, or otherwise.
(collectively, the “Prohibited Items”)
Items will be reviewed and determined to be Prohibited Items at the discretion of
THE GEAR LOFT.
b. If after reviewing an Item, THE GEAR LOFT has concerns about its authenticity or if
it otherwise constitutes a Prohibited Item, THE GEAR LOFT may, in its sole
discretion, decide not to list the Item. In such cases, Consignors will not receive
earnings from Items which THE GEAR LOFT has determined constitute a Prohibited
Item in accordance with this paragraph. Consignors acknowledge and agree that if
such Items are in the possession of THE GEAR LOFT at the time of the
determination, THE GEAR LOFT shall make reasonable efforts to return the items to
the Consignor at the Consignor’s cost. If an Item cannot be returned to the Consignor
by reason of illegality, or safety, THE GEAR LOFT may determine, in its sole
discretion, to destroy or dispose of such cancelled Item. If such Items are returned to
the Consignor, the Consignor agrees not to attempt to relist or resell the Item through
the Service.
Purchases
a. Buyers accept the price offered by THE GEAR LOFT on behalf of a Consignor and
purchase the Item. Once a price has been accepted by the Buyer, it will be considered
a purchase and a binding contract between the Buyer and Consignor. The contract to
purchase will be between Buyer and Consignor and not between either party and THE
GEAR LOFT.
b. Upon purchasing an Item, a Buyer must remit payment to THE GEAR LOFT for that
Item, including any listed shipping or additional fees within seven (7) days of the
purchase being initiated. THE GEAR LOFT will deliver the sales proceeds to the
Consignor by way of email money transfer after deducting its commission within
thirty (30) days of the sale.
c. A valid purchase initiated by the Buyer with payment having been successfully
accepted by THE GEAR LOFT on behalf of the Consignor results in the transfer of
beneficial title from the Consignor to the Buyer.
d. After a successful purchase, a Consignor shall release any and all claims that they
may have had in relation to the Item and execute or complete any action or document

required to complete the transfer of title over the Item to the Buyer from the
Consignor.
e. THE GEAR LOFT may delay any purchase for purposes of fraud detection or to
protect Users from other illegal or wrongful activities.
f. All purchases are final with no returns, refunds, cancellations, or retractions allowed,
except where (i) the Buyer cancels an order within three (3) hours of purchase; and/or
(ii) the refund has been effected pursuant to Term 43 of this Agreement.

Payments
a. Buyers may pay for Items only by using payment methods approved by THE GEAR
LOFT, and THE GEAR LOFT will receive such payment from the Buyer on behalf of
the Consignor. By submitting payment information to THE GEAR LOFT, you
authorize THE GEAR LOFT to securely store that information and charge you for
any Items purchased along with all associated taxes, shipping, and other fees. THE
GEAR LOFT reserves the right to request additional information for the purposes of
completing any transactions, identity verification, fraud prevention, and any other
regulatory and compliance purposes.
b. From time to time THE GEAR LOFT may use third party Services for the purpose of
collecting payments from Buyers or to submit payment to Consignors. By submitting
your payment information to that third party, you may be required to enter into some
form of agreement or release information to them. THE GEAR LOFT is not
responsible for the policies or requirements of such third parties. We strongly
recommend you review the third party's applicable policies and terms.
c. Funds received by THE GEAR LOFT will be transferred to the Consignor within
thirty (30) days of receipt of payment via email money transfer.

Taxes
a. Transactions conducted through the Service may be subject to applicable taxes in
your jurisdiction which THE GEAR LOFT or an authorized third party Service which
THE GEAR LOFT has contracted with for this purpose, will collect from Buyers on
behalf of Consignors where legally obligated to do so. In the event THE GEAR
LOFT or an authorized third party collects taxes as legally obligated, THE GEAR
LOFT or the authorized third party will remit such taxes to applicable taxing
authorities on behalf of Consignors. The listed prices for Items do not include taxes,
but the taxes will be displayed before a Buyer confirms the purchase. Although we
may assess estimated taxes upon purchase or sale, you will be ultimately responsible
for the verification and reporting of any and all applicable taxes to the appropriate tax
authorities, including instances where THE GEAR LOFT or an authorized third party
does not collect taxes on your behalf.

Shipping
a. The Buyer is responsible for paying for shipping fees upon the purchase of an Item
and upon return of an Item.
b. THE GEAR LOFT will provide Consignor with a prepaid shipping label (the
“Label”). Upon receipt of the Label, the Consignor will have seven (7) days
including weekend days and holidays to ship the Items and provide proof of the
shipment to THE GEAR LOFT.
c. Alternatively, the Consignor may elect to ship the item to THE GEAR LOFT at their
expense prior to the Item being listed for sale on the Service. Should the Consignor
elect to proceed with this process, THE GEAR LOFT will ship the Items on the
Consignor’s behalf upon seven (7) days of the purchase of the Items.
d. THE GEAR LOFT reserves the right to discontinue providing Labels to any or all
Users at any time and for any reason.
e. THE GEAR LOFT is not responsible for missing or damaged Items resulting from
the shipping process. In the event of an Item being lost or damaged during the
shipping process, the Buyer will be entitled to a refund of the funds advanced for the
purchase of the Items, the Consignor will not receive any funds for the purchase of
the Items, and THE GEAR LOFT will not take any commission for that purchase.
Neither the Consignor nor the Buyer shall hold THE GEAR LOFT liable for damages
associated with lost or damaged Items during the shipping process.

Returns
a. A request for the return of an Item may be submitted within seven (7) days of their
receipt. To effect a return, the Buyer must contact THE GEAR LOFT via email at
info@thegearloft.ca, within seven (7) days of receipt of the Items with a detailed
description of the reason for seeking the return, an image of the Items in question, a
copy of your receipt, and an image of the shipping label.
b. THE GEAR LOFT will have a period of twenty-one (21) days in which they may
review the refund. THE GEAR LOFT reserves the right to deny a claim for a refund
for reasons including, but not limited to;
i. Failure to produce a valid receipt;
ii. The Item pictured was not the Item described by the receipt; and
iii. More than seven (7) days have passed since receipt of the Item.

c. Upon a valid claim for a return being accepted by THE GEAR LOFT, THE GEAR
LOFT will notify the Buyer and the Buyer shall have seven (7) days from the receipt
of the acceptance, including weekends and holidays, to ship the Items to THE GEAR
LOFT at their own expense.
d. Upon receipt of the returned Items, THE GEAR LOFT will notify the Consignor and
return the purchase funds to the Buyer within thirty (30) days of the Item being
received by THE GEAR LOFT. The Consignor will not receive the purchase funds,
and THE GEAR LOFT will not take any commission for that purchase.
e. Upon the completion of a valid return, the Consignor shall have the option to re-list
the Items provided that the Items are still valid Items, are not damaged or otherwise
unfit to sell, and not Prohibited Items, or to have the Items shipped back to them, at
their expense.
f. Disputes over refunds may be resolved pursuant to the Disputes section of these
Terms.

Limitation of Liability and Warranties

Warranty Disclaimer
a. YOU UNDERSTAND THAT YOUR USE OF THE SERVICE, INCLUDING ANY
CONTENT CONTAINED THEREIN, WILL BE AT YOUR SOLE RISK AND
THAT THE GEAR LOFT PROVIDES THE SERVICE, INCLUDING ANY
CONTENT CONTAINED THEREIN, ON AN “AS-IS” AND “AS AVAILABLE”
BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS,
THE GEAR LOFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, LEGAL OR STATUTORY, INCLUDING
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
DURABILITY, TITLE, AND NON-INFRINGEMENT REGARDING THE
SERVICE, ANY CONTENT CONTAINED THEREIN, OR ANY THIRD PARTY
SERVICES, MATERIALS, OR ITEMS THAT MAY BE ACCESSED OR
PURCHASED THROUGH THE SERVICE.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GEAR LOFT
MAKES NO WARRANTY THAT (1) YOU WILL BE ABLE TO PURCHASE ANY
ITEMS THROUGH THE SERVICE OR THAT THE SERVICE WILL OTHERWISE
MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE SERVICE WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE
WILL BE COMPLETE, ACCURATE, OR RELIABLE; (4) THE QUALITY OF
ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL

PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET
YOUR EXPECTATIONS OR REQUIREMENTS; OR (5) THAT THE GEAR LOFT
WILL BE ABLE TO SELL ANY ITEM THAT YOU HAVE CONSIGNED ON
YOUR BEHALF.
c. THE GEAR LOFT MAKES NO WARRANTIES OR GUARANTEES OF ANY
KIND REGARDING THE ITEMS OFFERED OR SOLD THROUGH THE
SERVICE, INCLUDING THE AUTHENTICITY, QUALITY, SAFETY, OR
LEGALITY OF SUCH ITEMS, THE TRUTH OR ACCURACY OF ANY
LISTINGS, OR THE ABILITY OF BUYERS AND CONSIGNORS TO
TRANSACT ANY BUSINESS THROUGH THE SERVICE. RECEIVING A
REFUND IS A BUYER’S SOLE REMEDY FOR ANY ITEM THAT IS
DETERMINED NOT TO BE AUTHENTIC OR OTHERWISE NOT AS
DESCRIBED.
Limitation of Liability
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND
AND AGREE THAT IN NO EVENT WILL THE GEAR LOFT, OUR
SUBSIDIARIES AND AFFILIATES, AND EACH OF OUR RESPECTIVE
OFFICERS, DIRECTORS, AGENTS, PARTNERS AND EMPLOYEES BE LIABLE
TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
CONSEQUENTIAL DAMAGES, OR LOST PROFITS ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER OR NOT A
THE GEAR LOFT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY
INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS,
INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICE, ON
ANY THEORY OF LIABILITY (INCLUDING CONTRACT; TORT INCLUDING
NEGLIGENCE OR OTHERWISE) ARISING OUT OF, IN CONNECTION WITH,
OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SERVICE;
(2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
OR (3) ANY OTHER MATTER RELATED TO THE SERVICE.
b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO
CIRCUMSTANCES WILL THE TOTAL LIABILITY OF THE GEAR LOFT
PARTIES TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICE, REGARDLESS OF THE FORM OF THE
ACTION, EXCEED THE GREATER AMOUNT OF (1) COMMISSIONS THAT
YOU HAVE PAID TO THE GEAR LOFT AS A CONSIGNOR IN THE SIX (6)
MONTHS PRIOR TO THE APPLICABLE CLAIM OR (2) ONE HUNDRED
CANADIAN DOLLARS (CDN $100).

c. THE LIMITATIONS OF THIS SECTION WILL NOT LIMIT OR EXCLUDE
LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL
MISCONDUCT OF THE GEAR LOFT PARTIES OR ANY OTHER LIABILITY
THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
d. OUR LICENSORS AND SERVICE PROVIDERS WILL HAVE NO LIABILITY OF
ANY KIND UNDER THIS AGREEMENT. UNLESS SUCH RESTRICTION IS
PROHIBITED BY APPLICABLE LAW, YOU MAY NOT BRING ANY CLAIM
UNDER THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER
THE CAUSE OF ACTION ARISES.
Indemnification

To the maximum extent permitted by applicable law, you agree to release, indemnify, and
hold harmless, and upon THE GEAR LOFT’s request, defend THE GEAR LOFT from any
legal claims, demands and damages, including reasonable attorney fees that arise from (i)
your actions or inactions; (ii) your use or misuse of the Service; (iii) your breach of the
Agreement; (iv) your or your Account’s violation or infringement of someone else’s privacy
or intellectual property rights; or (v) your violation of applicable laws.

Disputes

All disputes arising out of or in connection with this Agreement, or in respect of any legal
relationship associated with or derived from this Agreement, will be administered by the
ADR Institute of British Columbia and be finally resolved by a single arbitrator. The place of
arbitration shall be Kelowna, British Columbia. To the fullest extent permitted by law, the
language of the arbitration will be English.
In the event of any dispute arising out of or relating to this Agreement, the User agrees to
bear all costs and expenses, including reasonable attorneys' fees, incurred by THE GEAR
LOFT in connection with such dispute, regardless of the outcome.
This Agreement and any disputes arising between you and us will be governed by the laws of
the Province of British Columbia, and any disputes not subject to arbitration must be filed in
the courts located in Kelowna, British Columbia.

Suspension, Termination, and Default

You may terminate your Account at any time. THE GEAR LOFT may suspend or terminate
your access to the Service or your Account at any time without explanation, notice, and
liability to THE GEAR LOFT, including removing and discarding any Items or Content
within the Service, for any reason and at any time, including if THE GEAR LOFT suspects
you are engaging in fraud, abuse, or illegal activity. Any suspected fraudulent, abusive, or
illegal activity may be referred to appropriate law enforcement authorities.

THE GEAR LOFT may suspend, terminate, or modify the Service with or without notice and
for any reason, including (i) to hold funds, pending any investigations or other activity
necessary to deter fraud; (ii) to address potential illegal activity; or (iii) to otherwise comply
with applicable laws and regulations.
The Service will not be accessible or available to Users whose Accounts have been
temporarily or permanently suspended or terminated. Any attempts to circumvent any
suspensions, terminations, or other enforcement actions by THE GEAR LOFT are strictly
prohibited and may result in additional actions against you and any other Users facilitating
such circumvention. This includes, but is not limited to, creating new or duplicative accounts
or continuing to access the Service from another User’s Account.
THE GEAR LOFT will have no liability to you or any third party for any suspension or
termination of your Account or for any suspension, termination, or modification of the
Service.
A Buyer’s failure to remit payment to THE GEAR LOFT in accordance with this Agreement
or should the payment be fraudulent, unauthorized, or otherwise seized from THE GEAR
LOFT or should the Buyer fraudulently obtain a return or perform or fail to perform any act
contrary to this Agreement, it shall be deemed to be an act of default by the Buyer and THE
GEAR LOFT reserves the right to prosecute them in a court of competent jurisdiction for any
and all costs, damages, or other fees arising out of the default.
A Consignor’s failure to issue the Item to the Buyer within seven (7) days of the sale, their
failure to accurately represent the Item being consigned, or any other actions or omissions
found to be in breach of this Agreement or of the Consignment Agreement shall be deemed
to be an act of default by the Consignor and THE GEAR LOFT reserves the right to
prosecute them in a court of competent jurisdiction for any and all costs, damages, or other
fees arising out of the default.

Modifications

THE GEAR LOFT reserves the right to update this Agreement, and all related Policies, from
time to time by posting updated Terms on the Service. When changes are made to this
Agreement, THE GEAR LOFT will update the “Effective Date.” THE GEAR LOFT may
provide you additional notice of the changes through the Service or email. Changes will be
effective upon posting unless otherwise stated. You are responsible for reviewing the
changes, and your continued use of the Service constitutes your acceptance of the updated
Agreement and the amendment of the Agreement.
Subject to the terms of this Agreement, THE GEAR LOFT may update this Agreement, and
all related Policies or Agreements, by providing no less than thirty (30) days advance notice
to the Consignor in writing (the "Change Notice"), save that if the amendments or additions
require the Seller to make technical or commercial adaptations, THE GEAR LOFT will

provide the Consignor with such longer notice period, if necessary, as is reasonable in the
circumstances (the "Extended Notice Period").
If you disagree with any amendments, you may terminate this Agreement by contacting THE
GEAR LOFT in writing by an email addressed to info@thegearloft.ca before the expiry of
the Change Notice. If you choose to terminate this Agreement in this context, such
termination shall take effect within thirty (30) days from the receipt of the Change Notice.
You may waive your right to terminate by means of a written statement or clear affirmative
action after receipt of the Change Notice. By continuing to use THE GEAR LOFT platform
after receipt of the Change Notice, unless you have indicated your intention to terminate or if
the Extended Notice Period applies, then you are deemed to have waived your termination
right under this section.
The requirement for THE GEAR LOFT to provide advance notice for any amendments or
additions to this Agreement under this Section will not apply where:
a. THE GEAR LOFT is subject to a legal or regulatory obligation which requires it to
change this Agreement in a manner which does not allow THE GEAR LOFT to
respect the notice period; or
b. THE GEAR LOFT has exceptionally changed this Agreement to address an
unforeseen and imminent danger related to defending the Services, the platform or the
users of THE GEAR LOFT from fraud, malware, spam, data breaches, or other
cybersecurity risks.

Miscellaneous
Trade and Economic Sanctions and Export Controls
a. The Service may be subject to economic and trade sanctions and export control laws
in your applicable jurisdiction. You agree that you will not violate such laws,
including any requirements applicable under the Export and Import Permits Act
(Canada), and that you will be solely responsible for any such violation to the extent
permitted by law. You represent that neither you, any business you represent, nor any
beneficial owner of you or your business are: (i) a citizen or resident of a geographic
area in which access to or use of the Service is prohibited by applicable law, decree,
regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a
geographic area that is subject to Canadian or other sovereign country sanctions or
embargoes; or (ii) an individual, or an individual employed by or associated with an
entity, subject to Canadian export control laws and regulations or other economic
sanction rules of any sovereign nation, or otherwise ineligible to receive Items under
applicable law. You agree that if your country of residence or other circumstances
change such that the above representations are no longer accurate, that you will
immediately cease using the Service.
Electronic Communication and Documentation
a. Your use of the Service and your communications with THE GEAR LOFT signifies
your agreement to electronic communication with THE GEAR LOFT. This
Agreement and any other documents referenced or adopted by this Agreement will be
considered a “writing” or “in writing” to comply with applicable legal requirements
and will be legally enforceable between the parties. Printed versions of this
Agreement and the referenced or adopted documents will be admissible in any legal
proceeding.
Severability and No Waiver
a. The unenforceability of any provision of this Agreement will not affect the
enforceability of any other provision. If any provision is found to be void, invalid, or
unenforceable, then it will be revised and interpreted to accomplish the objectives of
such provision to the extent possible under applicable law, and the remaining
provisions will continue in full force and effect. Our non-enforcement of any
provision of this Agreement or under applicable law will not be construed as our
waiver of any enforcement rights under the same or different circumstances at any
time in the future. We reserve all rights under applicable law.

Choice of Language
a. This Agreement has been provided in both English and French. Each version of this
Agreement is authentic. In the event of a dispute, the English version of this
Agreement shall be given priority of interpretation and thus, be controlling. All
notifications provided in accordance with this Agreement shall be provided in the
English language. The User shall bear their own expenses for having text or other
communications translated from a language other than English.

Assignment
a. THE GEAR LOFT retains the right to assign this Agreement as a part of any merger,
acquisition, corporate reorganization, by operation of law or otherwise.

77. Headings and Interpretation
a. The headings and sub-headings in this Agreement are included for reference purposes
only and will not affect the meaning or interpretation of this Agreement in any way.
The words “include,” “includes,” or “including” will be deemed to be followed by
“without limitation.” This Agreement will be construed without regard to any
presumption or rule requiring construction or interpretation against the drafting party.
b. Prices referenced throughout this Agreement are issued in reference to Canadian
Dollars (CAD).
Notice

THE GEAR LOFT will provide notices and messages to you within the Service or if
required, via email. You may provide THE GEAR LOFT notice, and such notice will be
deemed provided once received by THE GEAR LOFT, addressed via email to info@thegearloft.ca