Perfect Knot is owned and operated by Odins Crow Inc., a corporation formed and operating in the Province of Ontario in Canada.
“Account” means either a event/wedding planner Account or client Account.
“Governmental Authority” means any national, state, provincial, local or other government—or subpart, agency or unit thereof—with jurisdiction over the sale of Product by Perfect Knot to customers, or by event/wedding planners to clients, or any Services furnished or received in connection with such transactions.
“Product Distributor” means a third party contracted with Perfect Knot which, on behalf of an event/wedding planner, ships Product(s) purchased by a client from that event/wedding planner directly to a client’s home. Some functions of the Product Distributor may be performed directly by Perfect Knot or an affiliate of Perfect Knot.
“Event/wedding planner” means a licensed (if required by Law) person who uses our Services and operates a business to plan and organizes weddings.
“Perfect Knot” means Odins Crow Inc., our site, Perfect-Knot.com; our Service(s); or a combination of all or some of the foregoing definitions, depending on the context of the word.
“Intellectual Property Rights” means all intellectual property rights, including intellectual property rights comprising or relating to: (a) inventions and patents; (b) trademarks, service marks and logos; (c) internet domain names registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software, code, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of these rights or forms of protection under the Laws of any jurisdiction throughout the world with respect to any of the foregoing, however arising in each case, whether registered or unregistered, and including all registrations and applications therefor, and renewals or extensions thereof.
“Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, policy or other requirement or rule of law of any Governmental Authority.
“Payment Processor” means a third-party company which processes payments on behalf of Perfect Knot or a event/wedding planner.
“client” means a person who purchases Product(s) from a event/wedding planner.
“client Account” means a Perfect Knot account opened by a client to purchase Products on the Platform.
“Platform” means Perfect Knot’s proprietary platform through which Perfect Knot delivers Services.
“event/wedding planner Account” means a Perfect Knot account opened by a event/wedding planner through which the event/wedding planner can share product recommendations with clients.
“event/wedding planner Seller Account” means a Perfect Knot account opened by a event/wedding planner through which the event/wedding planner can sell Products to clients.
“Products” means those items Purchased by clients on the Perfect Knot platform.
“Sale Price” is the price paid by the client.
“Services” refers to the services that we provide or arrange for through our site, including our site itself, all services furnished to event/wedding planner, and all services provided to clients on behalf of event/wedding planner, including payment collection and processing, shipping and tracking, website hosting, and any other support services provided for clients on behalf of event/wedding planner.
“site” refers to our website, www.Perfect-knot.com and the Platform and includes the event/wedding planner’s individual accounts.
“Supplier” means a specific company that is in the business of manufacturing and/or selling specific Product(s).
“user” refers to clients, event/wedding planners, Product Distributors, and general visitors to Perfect Knot’s site.
“we”, “Us,” or “our” refers to Perfect Knot; and “you” or “yours” refers to you, the individual user who is entering into this Agreement with Perfect Knot.
In order to use our Service, you must meet a number of conditions, including but not limited to:
Subject to the terms and conditions of these Terms of Service, Perfect Knot hereby grants to you, during the term of this Agreement, a limited, personal, revocable, non-exclusive, non-transferable right to access and use the site solely for your internal business purposes.
In addition to meeting the eligibility requirements discussed above, users agree to comply with the following rules governing your use of our Services:
You hereby expressly acknowledge that you are solely and exclusively responsible for your compliance with any and all applicable Laws and that Perfect Knot does not purport to offer any advice or information concerning potentially applicable Laws or compliance therewith. The reference to specific laws or regulations in this section or elsewhere in this Agreement shall not be read or construed to imply that such laws or regulations are applicable to you, nor that other laws or regulations are not applicable to you. Further, Perfect Knot expresses no opinion with respect to the appropriateness or legality of the resale or recommendation of Products to clients by a event/wedding planner. It is your responsibility to consult with appropriate legal counsel as necessary to ensure that you are informed of and in compliance with all applicable Laws.
Some jurisdictions require that event/wedding planner’s be licensed. Additionally, Governmental Authorities, professional organizations, or other regulating entities with jurisdiction over event/wedding planner’s may require that certain ethical standards be followed. You may be required to make certain disclosures to clients or be limited in your ability to charge clients more than the Manufacturer’s Suggested Retail Price (MSRP) for Products. You agree to act in accordance with all licensing and ethical standards applicable to you as an event/wedding planner.
Certain features or services offered on or through the site may require you to open an Account (including setting up a user name and password). You are solely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account. You agree to notify Perfect Knot immediately of any unauthorized use of your Account or password. You may not use the Account, user name or password of any other individual or company at any time without the express written permission and consent of the holder of the Account, user name or password. Perfect Knot will not be liable for any loss or damage arising from your failure to comply with this section.
In order to purchase Products on the Platform, clients are required to register for a client Account. Clients are required to provide valid credit card information to register (“Credit Card Information”), which credit card will be used for payment of Products ordered through the Service. Clients shall promptly advise Perfect Knot if their Credit Card Information changes due to loss, theft, cancellation, expiry or otherwise and clients shall be liable for any failure to pay fees caused by out-of-date Credit Card information. Clients will be able to view Product recommendations from event/wedding planners and make Product purchases through their client Account.
Event/wedding planners seeking to make Product recommendations to clients through the Platform are required to register for a event/wedding planner Account. Perfect Knot requires event/wedding planners to provide identification and contact information in order to register for a event/wedding planner Account.
Products sold through the Perfect Knot platform are quoted at Manufacturer’s Suggested Retail Price (MSRP).
Perfect Knot collects a fee of 75 percent of MSRP Manufacturer Suggested Retail Price for products, postage, handling, customer support, sales tax administration and payment processing services furnished by Perfect Knot to your clients on your behalf.
We reserve the right to charge and collect for additional fees from the client such as shipping.
The Platform, in partnership with the Payment Processor, will process payments by clients and will distribute from the proceeds, Perfect Knot’s fees, sales tax and shipping fees, and the remaining proceeds will be distributed to the event/wedding planner Seller’s bank account.
Perfect Knot maintains responsibility for the collection and remittance of retail sales taxes for Products sold through the Perfect Knot platform. You agree to submit to Perfect Knot, at our request, any required documentation, such as re-seller statements, that comply with the applicable Laws regarding waiver of sales tax collection.
All features, specifications, Products and prices of Products described on Perfect Knot are subject to change at any time without notice. we make no representation as to the completeness, accuracy, or currency of any information on Perfect Knot. We reserve the right to make changes to information about price, description, or availability without notice. We have made every effort to display as accurately as possible the packaging of products that appear on Perfect Knot. The inclusion of any products or services on Perfect Knot does not imply or warrant that these Products or services will be available at any particular time.
Perfect Knot, Suppliers product distributors each reserve the right to limit quantities of Products available for sale or sold as well as the right at any time to reject, correct, cancel or terminate any order for any reason whatsoever. If the price of any Product ordered was incorrectly displayed on Perfect Knot, we will provide client with an opportunity to place an order at the correct price. Perfect Knot also reserves the right to refuse any order placed with us. Advertisements of Products for sale on Perfect Knot are invitations to clients to make offers to purchase Products and are not offers to sell. Client’s properly completed and submitted order constitutes client’s offer to purchase the Products referenced in the order. An order is deemed to be accepted only if you receive a confirmation on the Perfect Knot platform, or to your email address, indicating that the order has been processed.
The prices for Products are set out on Perfect Knot and all other applicable amounts, charges and taxes are indicated when client makes a purchase. Unless otherwise stated, all invoiced amounts are due upon receipt and processed immediately upon purchase confirmation using the Credit Card Information on file for client. By making a purchase, client authorizes its Credit Card Information to be provided to Perfect Knot’s Payment Processor. Client acknowledges and agrees that any terms of service of the Payment Processor will govern client’s agreement and interactions with the Payment Processor and that our Terms and policies do not govern. Unless otherwise stated, all fees are quoted in Canadian Dollars for clients in Canada and USD for clients in the United States. Receipts for purchased Products will be delivered to the client via Perfect Knot or the email address associated with client’s Account.
Perfect Knot and/or the product distributor will ship Product in accordance with any Supplier instructions. Shipping policies related to delivery time and/or method may vary based on the health product distributor furnishing the Product. For more information about shipping, please visit the website of the relevant health product distributor.
The money held by Perfect Knot, in partnership with the Payment Processor, prior to distribution to a event/wedding planner Seller, is not a deposit insured by the Canada Deposit Insurance Corporation, the Federal Deposit Insurance Corporation, or any other entity. Perfect Knot is not licensed as a bank or other financial institution. You agree and acknowledge that Perfect Knot is not required to open a separate account for your funds and may comingle funds to which you may be entitled in accounts with other funds. Perfect Knot shall attribute portions of comingled funds to you based on the records of transactions which Perfect Knot controls.
For event/wedding planner Seller Accounts, Perfect Knot may place a hold on funds as a matter of routine or in circumstances where it believes that there is a high risk involved of fraud, money laundering, or other unlawful activity. We may charge fees relating to the payment of funds (such as money order or wire transfer fees), which we will post on our site and/or notify you of by e-mail.
If a chargeback or other payment reversal is initiated by a client, or a payment from a client is not successful, and the Product in relation to that payment is nonetheless shipped to the client, client agrees that it is jointly and severally liable to Perfect Knot and the product distributor for the amount which Perfect Knot has actually lost as a result of that transaction. users may attempt to pursue legal action independently of Perfect Knot to recover any losses from product distributors and/or clients.
The site contains copyrighted material, trademarks (including but not limited to the Perfect Knot trademark), service marks, trade dress, and other proprietary content, including but not limited to, text, software, applications, sound, photographs, buttons, images, logos, video, and graphics (the “Content”), and the entire selection, coordination, arrangement and “look and feel” of the site and the Content are copyrighted as a collective work under copyright laws. Perfect Knot’s Content is important because it distinguishes Perfect Knot from competitors and other websites in general, both to customers and to search engines. you agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the site or any other sites hosted by Perfect Knot, without receiving our prior written permission. You further agree not to remove, alter or obscure any proprietary notice or legend of Perfect Knot, its suppliers or licensors. Neither these Terms of Service nor your use of the site transfers any right, title or interest in the site, Content, or Intellectual Property Rights to you. we and our third-party licensors retain all of our and their respective right, title, and interest to the site, Content, and Intellectual Property Rights. Any rights not expressly granted are reserved.
In addition to the general license above, you agree that, notwithstanding any intellectual property legislation to the contrary, any arrangement of catalogue items or other data provided by Perfect Knot in relation to a site that we host for you in your capacity as a event/wedding planner shall not attract any copyright or other legal protections, and does not preclude Perfect Knot or its other users from arranging the same data in a same or similar manner. You agree that the conditions under this paragraph are necessary in order to prevent intellectual property disputes among many users and/or Perfect Knot over the arrangement of data which is available for all users to use.
We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time. you agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.
Defamation is prohibited by this Agreement, and we request that you notify us at email@example.com if you believe any content on the site is defamatory. If in Canada, if you intend to file a claim against us for libel, you must mitigate any of the alleged damages by serving Us with a Notice of Libel Action within six weeks of the date on which the alleged libel occurred, pursuant to Ontario’s Libel and Slander Act, R.S.O. 1990, c. L.12, s. 5 (1).
You agree that we may take steps to confirm your identity, such as requesting a notarized copy of your government identification and/or recent utility bill, in order to combat money laundering.
If you believe that a user is engaging in money laundering activities using our Services, please contact Us immediately. you should also notify, if in Canada, the Financial Transactions and Reports Analysis Centre of Canada at 1-866-346-87221-866-346-8722 FREE, or, if in the United States, the appropriate state or federal agency with oversight.
ALL PRODUCTS AND SERVICES ARE PROVIDED BY Perfect Knot AND PAYMENT PROCESSOR “AS IS,” AND we HEREBY DISCLAIM ANY IMPLIED REPRESENTATION, CONDITION OR WARRANTY WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Perfect Knot MAKES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING THOSE SERVICES PROVIDED BY THE PAYMENT PROCESSOR, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, MERCHANTIBLE QUALITY, ACCURACY, TIMELINESS, NON-INFRINGEMENT, RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE OPERATION OF THE site OR THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.
You hereby agree to defend, indemnify, and hold Perfect Knot, along with its affiliates, subsidiaries, directors, officers, agents and employees, harmless for any and all damages, costs, claims, liabilities, losses, fees and expenses incurred by Perfect Knot or a third party arising from or related to Perfect Knot’s provision of Services to you or on your behalf, including but not limited to any breach of a representation or warranty of this Agreement or your use of our site or Services. You agree that this duty to defend extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. IN NO EVENT SHALL Perfect Knot BE LIABLE TO you OR ANY THIRD PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT Perfect Knot HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL our TOTAL AGGREGATE LIABILITY TO you ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY you TO Perfect Knot HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO A CAUSE OF ACTION HEREUNDER.
You agree that we are not responsible in any way for damages caused by third parties who may use our services or who provide Products or services through the site, including but not limited to people who commit intellectual property infringement, defamation, tortious interference with economic relations, or any other actionable conduct towards you. Further, you agree that we are not responsible for any failure of a third party to comply with or fulfill any contractual obligation, including but not limited to any actions taken by a Payment Processor to place a hold on your funds, any failure by a Payment Processor to direct payments to the correct destination or by a health product distributor with respect to shipping or delivery, or any disruptions, scheduled or unscheduled, intentional or unintentional, of our site which may prevent access temporarily or permanently. we are not responsible for any fraud, malpractice, negligence, or other torts by any third party.
For jurisdictions that do not allow Us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by Law. Specifically, we do not disclaim liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
If you are a resident of Canada: you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be governed by the laws in force in the Province of Ontario. The offer and acceptance of this Agreement are deemed to have occurred in the City of Ottawa in the Province of Ontario. You agree that any disputes arising from or relating to this Agreement or any acts or omissions by Perfect Knot will be heard solely within the Superior Court of Justice of Ontario – Small Claims Division (“Small Claims Court”) and that, even if the damages to which you are entitled exceed the monetary jurisdiction of the Small Claims Court, and even if you are entitled to equitable relief or other relief not eligible to be granted by the Small Claims Court, you will waive those excess monetary damages or equitable relief and bring the action in the Small Claims Court. This section limits your right of redress under this Agreement to those rights given to you under Section 7 of the Consumer Protection Act, 2002, SO 2002, c 30, Sch A.
If you are a resident of the United States of America: you agree that all actions or proceedings arising out of, in connection with, or otherwise concerning this Agreement shall be tried and litigated exclusively in the state or federal courts located in Delaware and shall be governed by the laws of the State of Delaware. You hereby waive the right to contest exclusive venue in the courts of Delaware and irrevocably consent to the jurisdiction of the appropriate state or federal court in Delaware for the purposes of this Agreement.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Perfect Knot shall have the sole right to elect which provision remains in force.
Perfect Knot reserves all rights afforded to Us under this Agreement as well as under the provisions of any applicable Laws. our non-enforcement of any particular provision or provisions of this Agreement or any applicable Laws shall not be construed as a waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may terminate your Account, access to the site, or our Services to you at our discretion without explanation, though we will strive to provide a timely explanation in most cases. Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.
Under no circumstances, including termination or cancellation of our Services to you, will we be liable for any losses related to actions of other users.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. we may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will notify you via e-mail that there has been a change. your continued use of our Services following such notice shall be deemed an acceptance by you of the changes to this Agreement, and such changes shall be binding on you.
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Perfect Knot should be addressed to our agent for notice and sent via certified mail to:
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210 FREE.