Last Updated: [Sept, 29. 2025]

1. Account Terms & Registration

To access and use the Indigify platform, you must first create an account. By registering for an Account, you agree to provide accurate, complete, and verifiable information as required during onboarding, including but not limited to:
- Full legal name of the individual or organization
- Registered business name (if applicable)
- Business address
- Primary phone number
- Valid and monitored email address
- Proof of Indigeneity (e.g., Status card, community recognition, or other verifiable means)
- Proof of Indigenous ownership (e.g., sole proprietorship registration, shareholder documentation, or partnership agreement showing majority Indigenous ownership)
- Federal or provincial business number, if available
- Any other documents or details as may be indicated by Indigify during onboarding or as required by applicable law or funding programs

You acknowledge that all information submitted must be true, current, and complete. Any attempt to falsify identity, ownership, or eligibility may result in immediate suspension or permanent removal from the platform.

Indigify is a procurement-focused platform built exclusively for Indigenous-owned and operated businesses. Only vendors who are majority Indigenous-owned and meet the criteria for verification as determined by Indigify may create a seller account. Indigify reserves the right to independently verify ownership status, product authenticity, or community recognition using internal processes or third-party evaluators. If you are applying as an Indigenous supplier and fail to meet the verification threshold, Indigify may deny or revoke access, even if onboarding is otherwise complete.

If you are registering on behalf of a corporate or institutional buyer, you must:
- Have authority to bind your organization to these Terms
- Provide valid contact information for your procurement officer or internal purchasing manager
- Comply with all applicable procurement policies, internal audit requirements, and the Canadian Government's Indigenous Spend mandate (including the 5% minimum target where applicable)

You are responsible for:
- Maintaining confidentiality of your login credentials
- All activities that occur under your account, whether by you or authorized users
- Notifying Indigify immediately if you suspect any unauthorized access or breach of security

Indigify reserves the right to:
- Reject, suspend, or terminate any account at its discretion
- Modify the eligibility criteria at any time
- Retain documentation submitted for compliance, verification, or legal recordkeeping purposes

2. Use of Services

Indigify provides a secure, curated, and purpose-driven online platform that facilitates commerce, procurement, and collaboration between Indigenous suppliers and buyers across Canada, including corporations, government agencies, and institutions.

By using the Services, you agree to:
- Use the platform only for lawful business and commercial purposes in accordance with applicable laws and regulations.
- Access or use the Services solely in compliance with these Terms and any operational documentation or policies published by Indigify.
- Engage respectfully and honestly with other users, and in a manner that supports reconciliation, economic inclusion, and cultural integrity.

Indigify may update the Services periodically to improve functionality, add features, or address security and legal requirements. We reserve the right to modify or discontinue any portion of the Services without notice, and without liability to you or third parties.

You may not:
- Use the Services in any way that harms or interferes with the normal operation, security, or reputation of the Indigify platform.
- Attempt to access or interact with accounts or data belonging to other users, unless expressly permitted.
- Circumvent authentication measures, API usage policies, or access control mechanisms established by Indigify.

3. Listings, Products & Vendor Content

Indigenous suppliers who list products or services on Indigify are responsible for the accuracy, legality, and compliance of their listings.

By uploading content or creating listings, you represent and warrant that:
- You have full rights and permissions to sell, distribute, and market the products or services being listed.
- The content (including images, videos, descriptions, and titles) is truthful, accurate, and does not infringe on the rights of others.
- The goods or services are available for purchase, fulfillment, or delivery, unless marked otherwise.

Indigify retains the right to:
- Remove or restrict listings that violate applicable laws, these Terms, or community trust standards.
- Require edits or documentation to verify product authenticity or quality.
- Promote, feature, or deprioritize listings at our discretion, provided fair platform-wide standards are applied.

Vendors are encouraged to include cultural context, sourcing information, or community impacts as part of their listing where applicable, to help buyers make informed, responsible purchasing decisions.

4. Payment Terms

Use of certain Indigify services may require payment of fees, which may include transaction fees, subscription fees, onboarding or integration costs, or service fees for enhanced visibility or analytics.

By using paid features, you agree to:
- Pay all applicable fees as displayed on the platform or stated in an invoice or agreement.
- Maintain a valid payment method on file (if required) and authorize Indigify to charge your payment method in accordance with the agreed billing cycle.
- Be responsible for all taxes, duties, and charges imposed by government authorities related to your transactions, except where Indigify is required to collect and remit such taxes directly.

Indigify reserves the right to change fees or introduce new charges with reasonable notice. Failure to pay fees when due may result in suspension or termination of your access to services, and may impact visibility, order flow, or payout timelines.

Vendors may be paid out via approved financial institutions, subject to processing timelines and verification. Indigify may withhold payments temporarily in cases of suspected fraud, policy violation, chargebacks, or pending investigations.

5. Supplier Obligations

Indigenous suppliers on Indigify must adhere to high standards of integrity, quality, and customer care. By joining the platform, suppliers agree to:

- Fulfill all accepted orders in a timely and professional manner.
- Ensure product listings reflect actual inventory, availability, pricing, and descriptions.
- Handle shipping, delivery, tracking, and customer inquiries efficiently.
- Respect return, refund, and dispute resolution policies.
- Comply with all applicable local, provincial, and federal laws, including product safety, labeling, and trade laws.
- Notify Indigify of any changes in business status, ownership, or eligibility related to Indigenous verification.

Suppliers are responsible for any damages or liability resulting from false claims, unfulfilled orders, or violations of applicable law or community trust standards. Indigify reserves the right to request additional documentation or perform audits as needed to ensure compliance.

6. Buyer Obligations

Corporate, government, and institutional buyers on Indigify agree to:

- Use the platform in alignment with procurement policies, ESG goals, and where applicable, the Government of Canada’s 5% Indigenous Spend mandate.
- Engage in good faith purchasing and communication with Indigenous suppliers.
- Provide accurate billing, delivery, and tax information when placing orders.
- Comply with terms of payment as agreed with vendors or through Indigify’s billing system.
- Avoid exerting undue pressure, requesting off-platform transactions, or bypassing vendor protections.

Indigify may, at its discretion, suspend or investigate buyer accounts that are the subject of repeated complaints, suspected manipulation, or conduct that undermines the goals of reconciliation, fairness, and Indigenous economic empowerment.

7. Indigenous Verification

Indigify is committed to ensuring that all suppliers on the platform are genuinely Indigenous-owned and operated. Verification is essential to protect cultural integrity, build buyer trust, and align with national Indigenous procurement goals.

All vendors must complete a verification process that may include, but is not limited to:
- Uploading proof of Indigenous heritage (e.g., Indian Status card, Inuit enrolment, Métis citizenship, or community recognition letter)
- Demonstrating majority Indigenous ownership (typically 51% or more)
- Providing corporate registration, partnership documentation, or sole proprietorship certification
- Completing an Indigenous Supplier Declaration or Affirmation Form

Indigify may request further verification at any time. Failure to comply, provide accurate information, or meet verification standards may result in denial of access or removal from the platform.

Indigify reserves the right to consult with Indigenous communities, elders, or governance structures to validate supplier claims, when appropriate and respectful to do so.

8. Acceptable Use

You agree to use Indigify responsibly and in a manner that upholds the dignity, integrity, and safety of Indigenous communities, vendors, buyers, and staff.

Prohibited actions include (but are not limited to):
- Posting or selling prohibited, fraudulent, counterfeit, or harmful goods
- Misrepresenting Indigenous identity, ownership, or affiliation
- Harassing, threatening, or discriminating against other users
- Sending spam, scams, or unauthorized promotional content
- Circumventing platform fees, controls, or security systems
- Scraping, mining, or harvesting data without consent
- Impersonating another person or organization
- Uploading viruses, malware, or code that could affect the operation of the site

Indigify reserves the right to suspend or permanently terminate any account found to be violating this Acceptable Use Policy. We may report violations to appropriate authorities where required by law.

9. Intellectual Property

Indigify respects the intellectual property rights of all parties and requires the same from users.

- The Indigify platform, including its branding, visual design, software, and original content, is owned by or licensed to Indigify and is protected by copyright, trademark, and other applicable laws.
- Vendors retain ownership of the content they submit (e.g., product images, logos, descriptions), but grant Indigify a non-exclusive, royalty-free license to use, reproduce, display, and promote this content on the platform and in communications, advertising, and reporting materials.
- You may not use Indigify's branding or proprietary content without written permission.
- If you believe your intellectual property rights are being infringed on the platform, please submit a takedown notice to our support team with supporting documentation.

Indigify may remove or disable access to content alleged to infringe upon rights without notice, in accordance with our complaint handling procedures.

10. Termination

Either party may terminate these Terms at any time, with or without cause, by providing written notice to the other party.

Indigify may immediately suspend or terminate your access to the platform if:
- You breach these Terms or any other applicable policies.
- You submit fraudulent, misleading, or unverifiable information during onboarding or in operations.
- Your continued use poses legal risk or harms the platform, its users, or its mission.
- Required by law or regulatory authority.

Upon termination:
- All rights granted to you under these Terms shall immediately cease.
- Indigify may retain certain data for compliance, audit, or reporting purposes.
- Outstanding obligations such as unpaid fees or product fulfillment will survive termination.

11. Limitation of Liability

To the fullest extent permitted by applicable law, Indigify shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, or business opportunities.

Indigify's total cumulative liability for any claim arising out of or relating to the use of the Services shall not exceed the total fees paid by you to Indigify in the 12-month period preceding the claim.

We are not responsible for:
- User-generated content or misconduct by buyers or vendors.
- Issues arising from third-party services or products integrated with Indigify.
- Delays, disruptions, or data loss due to cyberattacks, natural disasters, or third-party failures.

Some jurisdictions do not allow certain limitations or exclusions; in such cases, our liability shall be limited to the maximum extent permitted by law.

12. Governing Law & Disputes

These Terms shall be governed by and interpreted in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.

You agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of Indigify shall be resolved through:
- First, good faith informal negotiations between the parties.
- Failing that, binding arbitration or small claims court, as mutually agreed.
- If litigation is pursued, venue shall be in the courts of British Columbia, unless otherwise required by law.

Indigify may seek injunctive or equitable relief in any jurisdiction to prevent misuse of its platform or infringement of intellectual property.

13. Amendments & Final Provisions

Indigify may revise these Terms at any time. Material changes will be communicated via email, platform notification, or both. Continued use of the Services after such changes constitutes your acceptance.

These Terms, along with any referenced policies, represent the entire agreement between you and Indigify. They supersede all prior agreements, written or oral, relating to the Services.

If any provision is held to be unenforceable, the remainder of the Terms shall remain in full force and effect.

You may not assign or transfer your rights or obligations under these Terms without written consent. Indigify may assign these Terms without restriction.

No waiver of rights by either party shall be deemed a continuing waiver of any other rights or provisions.