Terms of Service

Last Updated: [december 15, 2025]

Welcome to CGD Vibes – Create, Grow, Dream.

By accessing, browsing, or using the CGD Vibes platform (including our website, mobile applications, and all related services), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the platform.

Please read these Terms carefully. They contain important information about your legal rights, remedies, and obligations, including mandatory arbitration and class action waiver provisions.

1. Introduction & Acceptance

1.1 Agreement to Terms

These Terms constitute a legally binding agreement between you and CGD Vibes Inc. ("CGD Vibes," "we," "us," or "our"), a corporation incorporated under the laws of Quebec, Canada, with its principal place of business in Montréal, Quebec.

By creating an account, making a purchase, listing content or products, or otherwise using the platform, you acknowledge that you have read, understood, and agree to be bound by:

• These Terms of Service
• Our Privacy Policy
• Our Refund Policy
• Our Community Guidelines
• Our Seller Payment & Payout Guide
• Any additional policies, guidelines, or rules posted on the platform

1.2 Changes to Terms

CGD Vibes reserves the right to modify, amend, or update these Terms at any time at its sole discretion. Changes become effective immediately upon posting to the platform unless otherwise stated.

Your Responsibility:

• We will indicate the "Last Updated" date at the top of these Terms
• Continued use of the platform after changes constitutes acceptance of the updated Terms
• If you do not agree to updated Terms, you must discontinue use of the platform
• Material changes may be communicated via email or platform notification (at our discretion)

1.3 Additional Terms

Certain features, services, or products may be subject to additional terms, conditions, or policies. In the event of conflict between these Terms and additional terms, the additional terms shall prevail with respect to that specific feature, service, or product.

2. Definitions

For purposes of these Terms, the following definitions apply:

"Account" means your registered user account on the platform.

"Buyer" or "Student" means any user who purchases products, services, courses, or content from Sellers on the platform.

"Content" means all text, graphics, images, music, software, audio, video, information, courses, products, services, communications, or other materials available on or through the platform.

"Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, know-how, and other intellectual property rights.

"Merchant of Record" (MoR) means the legal entity that processes payments, issues receipts, handles refunds, and assumes liability for transactions. CGD Vibes acts as Merchant of Record for all platform transactions.

"Platform" means the CGD Vibes website, mobile applications, services, and all related technology and infrastructure.

"Seller" or "Creator" or "Teacher" means any user who publishes, lists, offers, or sells products, services, courses, content, or communities on the platform.

"User" or "you" means any person or entity that accesses or uses the platform, including both Buyers and Sellers.

"User Content" means any Content that users upload, submit, post, publish, transmit, or otherwise make available on the platform.

3. Eligibility & Account Registration

3.1 Age & Capacity Requirements

To use CGD Vibes, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher)
• Have the legal capacity to enter into binding contracts under applicable law
• Not be prohibited from using the platform under any applicable laws or regulations
• Not have been previously suspended or banned from the platform (unless reinstated by CGD Vibes)

By using the platform, you represent and warrant that you meet all eligibility requirements.

3.2 Account Registration

Creating an Account:

• You must provide accurate, current, and complete information during registration
• You must maintain and promptly update your account information to keep it accurate and complete
• Providing false or misleading information is a violation of these Terms and may result in account termination

Account Types:

• Buyer Accounts: For purchasing and accessing products, services, and content
• Seller Accounts: For listing and selling products, services, courses, and content (requires subscription to a seller plan)
• Dual Accounts: Users may operate as both Buyers and Sellers under a single account

3.3 Account Security & Responsibility

You are solely responsible for:

• Maintaining the confidentiality of your login credentials (username, password, authentication tokens)
• All activities and transactions that occur under your account, whether authorized by you or not
• Notifying CGD Vibes immediately of any unauthorized access or security breach

Prohibited Conduct:

• Sharing account credentials with others
• Creating multiple accounts for fraudulent purposes
• Using another person's account without permission
• Selling, transferring, or renting your account to others

Account Termination for Security: CGD Vibes may suspend or terminate accounts that have been compromised or are being used in violation of these Terms.

3.4 No Account Sharing

Each account is for individual use only. Organizations, teams, or businesses must register separate accounts for each authorized user. Account sharing is strictly prohibited and may result in immediate termination without refund.

4. Platform Role & Merchant of Record Status

4.1 CGD Vibes as Merchant of Record (MoR)

Critical Understanding:

CGD Vibes acts as the Merchant of Record for all transactions processed on the platform. This means:

CGD Vibes Controls:

• Payment processing and checkout experience
• Billing and invoicing
• Tax calculation, collection, and remittance
• Refund authorization and processing
• Chargeback handling and dispute resolution
• Receipt issuance and transaction records

Legal Effect:

• Buyers transact with CGD Vibes, not directly with individual Sellers
• CGD Vibes appears on credit card statements, receipts, and invoices
• CGD Vibes assumes primary legal responsibility for transaction processing
• Payment processors (e.g., Stripe) contract with CGD Vibes, not individual Sellers

4.2 CGD Vibes is NOT Responsible For

While CGD Vibes operates the platform and processes transactions, we explicitly DO NOT:

• Create, author, own, verify, or endorse Seller content, products, or services
• Guarantee the accuracy, quality, legality, or outcomes of Seller offerings
• Assume responsibility for Seller representations, claims, or promises
• Act as an agent, partner, employer, or fiduciary to Sellers
• Verify Seller credentials, qualifications, licenses, or expertise
• Pre-screen or approve Seller content before publication (though we may moderate)
• Guarantee results, earnings, learning outcomes, or business success for any user

CGD Vibes operates as a marketplace platform and technology service provider, not as a content creator, educator, business advisor, or guarantor of third-party offerings.

4.3 Relationship Between CGD Vibes and Sellers

Independent Parties:

Nothing in these Terms creates, implies, or shall be deemed to create:

• Any partnership, joint venture, or agency relationship
• Any employment, franchise, or representative relationship
• Any fiduciary duty or special relationship
• Any authority for Sellers to bind, represent, or make commitments on behalf of CGD Vibes

Sellers operate as independent parties and:

• Are solely responsible for their own content, products, services, and customer relationships
• Have no authority to make representations or commitments on behalf of CGD Vibes
• Are not entitled to employee benefits, commissions beyond agreed payouts, or other employment-related rights
• Must comply with all applicable laws and regulations independently

4.4 Platform Facilitation Role

CGD Vibes provides:

• Technology infrastructure for listing, marketing, and selling products
• Payment processing and transaction management services
• Hosting and content delivery services
• Community and communication tools
• Analytics and reporting features

CGD Vibes does not participate in the actual creation, delivery, or fulfillment of Seller products or services beyond providing the platform infrastructure.

5. User Accounts & Security

5.1 Account Obligations

As an account holder, you agree to:

• Provide and maintain accurate account information
• Keep your login credentials secure and confidential
• Notify CGD Vibes immediately of suspected unauthorized access
• Accept responsibility for all account activity
• Comply with all applicable laws and regulations
• Use the platform in good faith and for lawful purposes only
• Not circumvent or interfere with platform security measures

5.2 Account Verification

CGD Vibes may require identity verification at any time, including:

For All Users:

• Email address verification
• Phone number verification
• Two-factor authentication (2FA)

For Sellers:

• Government-issued identification (driver's license, passport, national ID)
• Business registration documentation (if applicable)
• Tax identification numbers (SSN, EIN, GST/HST number, etc.)
• Bank account verification for payouts
• Stripe Connect account verification (Know Your Customer/KYC requirements)

Failure to complete verification may result in:

• Account restrictions or limitations
• Withheld or delayed payouts
• Inability to list or sell products
• Account suspension or termination

5.3 Account Suspension & Deactivation

CGD Vibes may suspend or deactivate accounts:

Temporary Suspension:

• During investigations of suspected violations
• For compliance or verification reviews
• Due to payment disputes or chargebacks
• In response to legal or regulatory requirements
• For security or fraud prevention purposes

Permanent Termination:

• For material breaches of these Terms
• For repeated violations after warnings
• For fraudulent or illegal activity
• For activities that harm the platform or other users
• At CGD Vibes' sole discretion where permitted by law

Account Termination Effects:

• Loss of access to platform features and content
• Removal of listings and products
• Withheld payouts (subject to investigation and policy)
• Loss of purchased content or subscriptions (no refunds except as required by law)

5.4 Data Retention After Termination

Upon account termination:

• CGD Vibes may retain certain data as required by law or for legitimate business purposes (tax compliance, fraud prevention, legal disputes)
• You may request data export before termination (where legally required)
• CGD Vibes will handle data deletion in accordance with our Privacy Policy and applicable law
• Some data may be retained in backup systems for a reasonable period

6. Content & Intellectual Property Rights

6.1 Platform Intellectual Property

CGD Vibes Ownership:

CGD Vibes owns and retains all rights, title, and interest in and to:

• The platform itself (website, applications, software, code)
• CGD Vibes trademarks, logos, service marks, and brand elements
• Platform design, layout, look and feel, and user interface
• Proprietary algorithms, analytics, and recommendation systems
• Platform documentation, guides, and support materials
• All improvements, modifications, and derivative works of the above

Restrictions:

You may not:

• Copy, modify, reproduce, distribute, or create derivative works of the platform
• Reverse engineer, decompile, or disassemble platform software
• Remove, alter, or obscure any copyright, trademark, or proprietary notices
• Use CGD Vibes trademarks, logos, or branding without prior written permission
• Frame, mirror, or deep-link to the platform without authorization
• Use automated tools (bots, scrapers, crawlers) to access or extract platform data

Limited License: CGD Vibes grants you a limited, non-exclusive, non-transferable, revocable license to access and use the platform solely for its intended purpose in compliance with these Terms.

6.2 User Content Ownership & License

You Retain Ownership:

You retain all ownership rights to User Content you upload, submit, post, or publish on the platform (courses, videos, text, images, products, etc.).

License Grant to CGD Vibes:

By uploading User Content to the platform, you grant CGD Vibes a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to:

• Host, store, reproduce, and display your User Content on the platform
• Distribute and transmit your User Content to users who purchase or access it
• Modify, adapt, or reformat your User Content for technical compatibility (e.g., compression, format conversion)
• Create thumbnails, previews, and promotional excerpts of your User Content
• Use your User Content in platform marketing, promotional materials, and case studies (with your consent)
• Backup and archive your User Content for platform operations

This license:

• Exists solely to enable CGD Vibes to operate the platform and deliver your Content to users
• Does not grant CGD Vibes ownership of your Content
• Survives termination for Content that has been purchased by users or is necessary for legal compliance
• Is granted without additional compensation beyond platform services

6.3 User Content Representations & Warranties

By uploading User Content, you represent and warrant that:

• You own or have obtained all necessary rights, licenses, and permissions to the Content
• Your Content does not infringe, violate, or misappropriate any third party's intellectual property, privacy, publicity, or other rights
• Your Content complies with all applicable laws and regulations
• Your Content does not contain malware, viruses, or harmful code
• You have obtained all necessary consents, releases, or permissions from individuals featured in your Content
• Your Content is accurate and not misleading or deceptive

6.4 Prohibited Content

You may not upload, publish, or distribute Content that:

Violates Rights:

• Infringes copyright, trademark, patent, or other intellectual property
• Violates privacy, publicity, or data protection rights
• Contains confidential or proprietary information without authorization

Illegal or Harmful:

• Promotes illegal activities, violence, terrorism, or harm to others
• Contains child sexual abuse material or exploitation content
• Promotes self-harm, suicide, eating disorders, or dangerous challenges
• Facilitates fraud, scams, pyramid schemes, or deceptive practices

Offensive or Discriminatory:

• Contains hate speech, discrimination, or harassment based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics
• Promotes extremism, radicalization, or violent ideologies
• Contains graphic violence, gore, or disturbing imagery (without appropriate warnings)

Adult Content:

• Contains pornography or sexually explicit material
• Sexualizes minors in any way (zero tolerance)
• Promotes escort services, prostitution, or sexual services

Spam or Manipulation:

• Misleading, clickbait, or deceptive titles and descriptions
• Fake reviews, ratings, or testimonials
• Manipulation of platform algorithms or ranking systems
• Excessive cross-posting, duplicate content, or spam

Dangerous Products:

• Weapons, explosives, or regulated goods
• Illegal drugs, controlled substances, or drug paraphernalia
• Counterfeit goods or pirated content
• Hazardous materials or products that pose safety risks

This list is not exhaustive. CGD Vibes reserves the right to remove any Content that violates these Terms, applicable laws, or community standards.

6.5 Content Moderation & Removal

CGD Vibes reserves the right to:

• Review, monitor, and moderate User Content (though not obligated to do so)
• Remove or disable access to Content that violates these Terms
• Suspend or terminate accounts of users who repeatedly violate Content policies
• Report illegal Content to law enforcement or regulatory authorities
• Use automated tools (AI, content filters) and human review for moderation

No Obligation to Monitor: CGD Vibes is not obligated to pre-screen, monitor, or review all User Content. The availability of Content on the platform does not constitute approval, endorsement, or verification by CGD Vibes.

User Reports: Users can report Content that violates these Terms. CGD Vibes will review reports and take appropriate action at its discretion.

6.6 Copyright Infringement & DMCA Policy

DMCA Compliance:

CGD Vibes respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA) and similar laws in other jurisdictions.

Reporting Copyright Infringement:

If you believe your copyrighted work has been infringed on the platform, submit a DMCA notice to:

Copyright Agent:
CGD Vibes Inc.
Email: [email protected]
Subject: DMCA Copyright Infringement Notice

Your notice must include:

1. Identification of the copyrighted work claimed to be infringed
2. Identification of the infringing material and its location on the platform (URL)
3. Your contact information (name, address, phone, email)
4. A statement that you have a good faith belief that the use is not authorized
5. A statement that the information in your notice is accurate
6. Your physical or electronic signature

Counter-Notification:

If your Content was removed due to a DMCA notice and you believe it was removed in error, you may submit a counter-notification containing:

1. Identification of the removed Content and its former location
2. A statement under penalty of perjury that you have a good faith belief the Content was removed in error
3. Your contact information and consent to jurisdiction
4. Your physical or electronic signature

Repeat Infringer Policy:

CGD Vibes will terminate accounts of users who repeatedly infringe copyright or other intellectual property rights.

6.7 Trademark Usage

You may not use CGD Vibes' trademarks, logos, or brand elements without prior written permission, except as necessary to accurately describe your use of the platform (e.g., "Available on CGD Vibes").

Prohibited Uses:

• Implying endorsement, partnership, or affiliation with CGD Vibes
• Using CGD Vibes branding in a way that confuses users about the source of products or services
• Registering domain names, social media handles, or business names that incorporate CGD Vibes trademarks

7. Seller Terms & Obligations

This section applies to all users who list, offer, or sell products, services, courses, or content on the platform ("Sellers").

7.1 Seller Eligibility & Requirements

To become a Seller, you must:

• Meet all general eligibility requirements (Section 3.1)
• Subscribe to a CGD Vibes seller plan (subscription fees apply)
• Complete account verification and identity confirmation
• Connect a valid Stripe account for payouts (if required)
• Provide accurate tax information (as required by law)
• Agree to additional seller-specific terms and policies

7.2 Seller Responsibilities

As a Seller, you are solely responsible for:

Product/Service Delivery:

• Delivering products and services exactly as described in your listings
• Ensuring buyers can access digital products immediately after purchase
• Providing promised coaching, consultations, or services on schedule
• Shipping physical products promptly with tracking (if applicable)
• Delivering all promised bonuses, materials, and content

Accuracy & Honesty:

• Creating accurate, honest, and complete product descriptions
• Using real, unedited images or videos that accurately represent your offerings
• Not making false, misleading, exaggerated, or deceptive claims
• Not promising specific results, earnings, or outcomes unless you can substantiate them
• Clearly disclosing all material information (prerequisites, requirements, limitations)

Legal Compliance:

• Complying with all applicable laws and regulations in your jurisdiction and your customers' jurisdictions
• Obtaining necessary licenses, permits, or qualifications for your offerings (e.g., professional licenses for legal, medical, or financial advice)
• Ensuring your products comply with consumer protection, advertising, and product safety laws
• Not making health, medical, financial, or legal claims without proper disclaimers and/or licenses

Customer Support:

• Responding to buyer questions and issues promptly (within 24-48 hours recommended)
• Providing quality support throughout the buyer's experience
• Resolving technical issues or access problems quickly
• Addressing concerns before they escalate to refunds or chargebacks
• Being professional, courteous, and solution-oriented in all communications

Tax & Financial Obligations:

• Reporting all income received from CGD Vibes on your tax returns
• Maintaining accurate financial records for tax purposes
• Understanding and complying with your tax obligations (income tax, sales tax, VAT, GST/HST, etc.)
• Paying your monthly seller subscription fees on time

Platform Policies:

• Following CGD Vibes' Terms of Service, Refund Policy, Community Guidelines, and all related policies
• Not making unauthorized refund promises (see Section 11)
• Cooperating with platform investigations, audits, or information requests
• Using the platform ethically and not engaging in prohibited activities

7.3 Product Listing Standards

All product listings must:

• Provide clear, accurate, and complete descriptions
• Use honest, representative images and videos
• Clearly state what is included and what is not
• Disclose all prerequisites, requirements, or limitations
• Set realistic expectations about outcomes and results
• Specify delivery method and timeline
• Include appropriate content warnings (if applicable)

Prohibited Listing Practices:

• Using misleading titles, descriptions, or marketing copy
• Posting fake reviews or testimonials
• Manipulating search rankings or platform algorithms
• Copying or plagiarizing other sellers' listings
• Creating duplicate listings for the same product
• Using clickbait, sensationalism, or deceptive tactics

7.4 Pricing & Changes

Sellers set their own prices for products and services, subject to:

• Minimum pricing requirements (if any) set by CGD Vibes
• Transparency and honesty in pricing
• No bait-and-switch tactics or hidden fees

Price Changes:

• Sellers may change prices for future purchases at any time
• Price changes do not affect existing purchases or active subscriptions
• Sellers should communicate significant price increases to customers in advance (best practice)

7.5 Seller Account Health & Performance

CGD Vibes monitors Seller performance through metrics including:

• Refund Rate (Target: <2%)
• Chargeback Rate (Target: <0.5%)
• Customer Satisfaction (average ratings and reviews)
• Response Time (how quickly Sellers respond to inquiries)
• Dispute Resolution (how effectively Sellers resolve issues)
• Delivery Performance (on-time delivery and access provisioning)

Impact of Account Health:

Good Performance:

• Faster, regular payouts
• Reduced or eliminated payout reserves
• Better marketplace visibility and recommendations
• Eligibility for featured placements or promotions

Poor Performance:

• Increased payout holds and rolling reserves
• Extended payout delays
• Reduced marketplace visibility
• Account review and restrictions
• Warnings and mandatory compliance training
• Potential account suspension or termination

7.6 Seller Conduct & Prohibited Practices

Sellers must not:

• Manipulate reviews, ratings, or testimonials
• Incentivize positive reviews or penalize negative reviews
• Purchase fake reviews or engagement
• Engage in review bombing or coordinated attacks on competitors
• Contact buyers for purposes other than fulfilling orders or providing support
• Spam buyers with unsolicited marketing or promotional messages
• Request buyers to complete transactions off-platform to avoid fees
• Share buyer personal or payment information inappropriately
• Engage in price fixing, collusion, or anti-competitive practices
• Impersonate other sellers or misrepresent affiliations

7.7 Seller Agreements & Legal Compliance

Sellers acknowledge and agree that:

• They are independent contractors, not employees or agents of CGD Vibes
• They are solely responsible for the content, quality, and legality of their offerings
• They must comply with all applicable laws, including but not limited to:
• • Consumer protection laws
  • Advertising and marketing regulations
  • Product safety standards
  • Professional licensing requirements
  • Data protection and privacy laws
  • Tax and financial reporting obligations
• CGD Vibes' compliance with applicable laws does not relieve Sellers of their own legal obligations
• Sellers assume all liability for their products, services, and customer relationships

8. Payments, Fees & Taxes

8.1 Payment Processing

All payments are processed through CGD Vibes using third-party payment processors (primarily Stripe).

When you make a purchase:

• You transact with CGD Vibes (Merchant of Record), not individual Sellers
• Your payment information is securely processed by our payment processors
• You receive a receipt and confirmation from CGD Vibes
• CGD Vibes appears on your credit card or bank statement

Accepted Payment Methods:

• Credit cards (Visa, Mastercard, American Express)
• Debit cards
• Digital wallets (Apple Pay, Google Pay, etc.)
• Other payment methods as made available

Payment Authorization:

• By providing payment information, you authorize CGD Vibes to charge the applicable fees
• You represent and warrant that you have the legal right to use the payment method provided
• You must maintain valid, up-to-date payment information for subscriptions

8.2 Platform Fees & Seller Earnings

Seller Subscription Fees:

To sell on CGD Vibes, Sellers must subscribe to a seller plan:

• Starter Vibe: $19 USD/month (or current pricing)
• Pro Vibe: $29 USD/month (or current pricing)
• Premium Vibe: $49 USD/month (or current pricing)

See https://www.cgdvibes.com/pricing for current pricing.

Service Fees (Transaction Fees):

CGD Vibes charges service fees on each sale:

• Starter Vibe: 15% per transaction
• Pro Vibe: 10% per transaction
• Premium Vibe: 5% per transaction

Payment Processing Fees:

Stripe charges payment processing fees (separate from CGD Vibes fees):

• Standard rate: ~2.9% + $0.30 USD per successful transaction
• International cards may incur additional fees
• Currency conversion fees apply when applicable

Seller Net Earnings:

Sellers receive the sale price minus:

1. CGD Vibes service fee (15%, 10%, or 5%)
2. Stripe processing fees (~2.9% + $0.30)
3. Any refunds, chargebacks, or adjustments

See the Seller Payment & Payout Guide for detailed calculations and examples.

8.3 Subscription Billing

For Buyer Subscriptions:

• Recurring subscriptions renew automatically until canceled
• You will be charged on the renewal date specified in your subscription
• Prices may change with advance notice (typically 30 days)
• You can cancel subscriptions at any time through your account settings
• No refunds for partial subscription periods except as required by law

For Seller Subscriptions:

• Billed monthly on a recurring basis
• Required to maintain active seller status and list products
• Can be upgraded, downgraded, or canceled at any time
• Changes typically take effect at the next billing cycle
• No refunds for partial months

8.4 Failed Payments

If a payment fails:

• You will be notified and given an opportunity to update payment information
• Access to subscriptions or services may be suspended until payment is resolved
• Repeated failed payments may result in account termination
• You remain responsible for all unpaid fees and charges

8.5 Taxes

Sales Taxes (Collected by CGD Vibes):

CGD Vibes calculates, collects, and remits sales taxes (GST, HST, VAT, state sales tax, etc.) where legally required based on the buyer's location.

• Tax amounts are added to the purchase price at checkout
• Buyers are responsible for paying applicable sales taxes
• CGD Vibes remits collected taxes to the appropriate tax authorities
• Sellers do not need to calculate or collect sales taxes on marketplace sales

Income Taxes (Seller Responsibility):

Sellers are solely responsible for:

• Reporting all income received from CGD Vibes on tax returns
• Paying income taxes, self-employment taxes, and other applicable taxes on earnings
• Obtaining tax identification numbers if required (GST/HST registration, business number, etc.)
• Maintaining records for tax purposes (minimum 7 years recommended)

Tax Reporting:

• CGD Vibes may issue tax forms (1099-K, T4A, etc.) as required by law
• U.S. Sellers earning $600+ per year will receive Form 1099-K from Stripe
• Canadian Sellers may receive tax reporting slips as required by CRA
• International Sellers must provide appropriate tax documentation (W-8BEN, etc.)

CGD Vibes is not a tax advisor. Sellers should consult qualified tax professionals for guidance on their specific tax obligations.

8.6 Price Changes & Fee Adjustments

CGD Vibes reserves the right to:

• Change platform fees, service fees, or subscription pricing at any time
• Provide advance notice of price increases (typically 30 days)
• Apply new pricing to future transactions or billing cycles
• Grandfather existing subscriptions at current rates for a limited time (at our discretion)

Your Options:

• Continue using the platform at the new pricing
• Downgrade to a lower-cost plan
• Cancel your subscription or seller account

Continued use of the platform after a price change constitutes acceptance of the new pricing.

9. Payouts, Holds & Financial Controls

This section applies to Sellers receiving payouts from CGD Vibes.

For complete details, see the Seller Payment & Payout Guide.

9.1 Payout Schedule

Standard Payout Schedule:

• Payouts are processed automatically every week
• Sales Period: Monday 12:00 AM - Sunday 11:59 PM
• Payout Initiated: Following Monday
• Funds Arrive: 2-7 business days after payout initiation (bank-dependent)

First Payout Delay:

• First payout is delayed 14 days from first sale date
• Standard industry practice for fraud prevention and account verification
• All subsequent payouts follow regular weekly schedule

No Minimum Threshold:

• All earnings are paid out weekly regardless of amount
• No funds are held waiting for a minimum balance

9.2 Payout Methods

Payouts are sent via Stripe Connect to your connected bank account.

Requirements:

• Valid Stripe account connected to CGD Vibes
• Completed identity verification (KYC)
• Bank account added for payouts
• Accurate account information

Access Stripe Dashboard: https://dashboard.stripe.com/login

9.3 Right to Withhold, Delay, or Adjust Payouts

CGD Vibes reserves the absolute right to withhold, delay, suspend, offset, or adjust payouts without prior consent or notice in cases including but not limited to:

• Suspected fraud, abuse, or illegal activity
• High dispute, refund, or chargeback rates (exceeding 1-2%)
• Suspicious or abnormal transaction activity (sudden volume spikes, unusual patterns)
• Pending investigations into Terms violations
• Compliance or regulatory reviews
• Payment processor restrictions or requirements (Stripe, card networks)
• Rapid business growth triggering automated risk controls
• Negative account balance due to refunds or chargebacks
• Outstanding fees, charges, or amounts owed to CGD Vibes
• Legal orders, court judgments, or governmental requests
• Account verification incomplete or documentation pending

This protection:

• Applies immediately and automatically when risk factors are detected
• Does not require Seller consent or advance notice (though notice may be provided when feasible)
• Remains in effect until issues are resolved to CGD Vibes' satisfaction
• Does not create liability for CGD Vibes for any losses, lost profits, or damages resulting from withheld payouts

Sellers explicitly waive any right to challenge CGD Vibes' exercise of this authority except where such waiver is prohibited by mandatory law.

9.4 Rolling Reserves

CGD Vibes and/or Stripe may impose rolling reserves:

What is a Rolling Reserve:

• A percentage (typically 10-30%) of earnings temporarily held
• Held funds released after a set period (usually 30-90 days)
• Used to cover potential refunds, chargebacks, or disputes

When Reserves May Be Applied:

• High-risk product categories (coaching, high-ticket items, digital products)
• New Sellers with limited transaction history
• Sellers with elevated dispute, refund, or chargeback rates
• Required by Stripe based on risk assessment or card network rules
• Rapid sales growth or unusual transaction patterns

Example:

• Sale: $100
• Your earnings after fees: $86.50
• Reserve (20%): $17.30 held for 60 days
• Immediate payout: $69.20
• Reserved amount: $17.30 released after 60 days

Rolling reserves are standard in the payment industry and are used by all major platforms to manage financial risk.

9.5 Negative Balance & Offset Rights

If your Seller account has a negative balance due to refunds, chargebacks, or fees, CGD Vibes may:

• Withhold future earnings to offset the negative balance
• Deduct amounts from pending or future payouts
• Charge your connected payment method for amounts owed
• Pursue collection through legal means if balance remains unpaid
• Suspend or terminate your account until balance is resolved

You remain liable for negative balances even after account termination.

9.6 Audit, Compliance & Cooperation

Sellers agree to cooperate fully and promptly with:

• Compliance reviews and audits conducted by CGD Vibes
• Information requests from CGD Vibes, payment processors, tax authorities, or regulators
• Fraud investigations and risk assessments
• Legal or regulatory inquiries

Required Cooperation Includes:

• Providing requested documentation within specified timeframes (typically 3-7 business days)
• Responding to questions or requests for clarification
• Submitting to identity verification or enhanced due diligence
• Allowing access to relevant records or data

Failure to cooperate may result in:

• Extended payout delays or holds
• Account restrictions or limitations
• Withheld payouts pending resolution
• Account termination
• Forfeiture of earnings (in cases of fraud or material violations)

CGD Vibes is not liable for any losses resulting from Seller's failure to cooperate.

10. Refunds, Disputes & Platform Authority

For complete details, see our Refund Policy.

10.1 Refund Policy Governs

All refunds are governed by CGD Vibes' official Refund Policy, which is incorporated into these Terms by reference.

Key Principles:

• CGD Vibes has sole authority to approve or deny refund requests
• Refunds are evaluated on a case-by-case basis
• Criteria include: product quality, delivery, Seller responsiveness, and circumstances
• Digital products generally have limited refund eligibility (within 7 days, minimal access)
• Physical products follow applicable consumer protection laws
• Services and coaching sessions have specific refund conditions

10.2 Platform Authority Without Seller Consent

As Merchant of Record, CGD Vibes retains complete, sole, and exclusive authority to:

• Issue, approve, or deny refunds regardless of Seller position or preference
• Resolve disputes or chargebacks in favor of Buyers when appropriate
• Restrict, suspend, or prohibit specific transactions or products
• Suspend or terminate Seller accounts immediately without prior notice
• Reverse payments, withhold payouts, or apply offsets to Seller earnings
• Remove Content, products, or listings from the platform
• Report violations to payment processors, regulators, or law enforcement
• Take any action deemed necessary for:
• • Legal compliance (laws, regulations, court orders)
  • Payment processor requirements (Stripe policies, card network rules)
  • Platform protection and consumer trust
  • Fraud prevention and risk management
  • Buyer protection and fair treatment

Critical Acknowledgment:

Sellers explicitly acknowledge and agree that:

• CGD Vibes may take these actions WITHOUT prior notice to or consent from Sellers (except where mandatory law requires notice)
• Immediate action may be taken in urgent situations (fraud, abuse, legal violations, significant risk)
• CGD Vibes is NOT required to justify, explain, or provide detailed reasoning for decisions (though may choose to)
• Seller disagreement with decisions does NOT invalidate their enforceability
• This authority is essential to CGD Vibes' role as Merchant of Record and cannot be waived

Seller Liability:

• Sellers remain liable for consequences of their violations even after CGD Vibes takes corrective action
• CGD Vibes is NOT liable to Sellers for any loss of revenue, profits, reputation, or business opportunities resulting from enforcement actions

10.3 Refund Financial Impact on Sellers

When a refund is issued:

• The full refund amount is deducted from Seller's balance
• Service fees are NOT refunded (already incurred)
• Stripe processing fees are NOT refunded (Stripe's policy)
• Seller loses all earnings from that sale
• Negative balances are offset against future earnings

Example (Pro Vibe Plan - 10% service fee):

• Original Sale: $100
• Seller earnings after fees: $86.50
• Refund issued: $100 (full refund to Buyer)
• Deducted from Seller: $86.50 (all earnings lost)
• Platform and Stripe also lose fees (not refunded)

10.4 Chargebacks

A chargeback occurs when a Buyer disputes a transaction directly with their bank/credit card issuer, bypassing CGD Vibes' refund process.

Financial Impact:

• Disputed amount immediately deducted from Seller balance
• Chargeback fee ($15-$25 USD) charged by Stripe and deducted from Seller
• Seller is responsible for chargeback fee even if they win the dispute
• Balance may go negative if insufficient funds

Example:

• Original Sale: $100, Seller earnings: $86.50
• Chargeback filed
• Amount deducted: $86.50
• Chargeback fee: $15
• Total loss: $101.50

If Seller wins: Funds returned, but $15 fee still applies (net: $71.50)
If Seller loses: Total loss of $101.50

Responding to Chargebacks:

• Sellers will be notified and have 48-72 hours to provide evidence
• Evidence required: proof of delivery/access, product information, communications, purchase confirmation
• Failure to respond promptly may result in automatic loss

High Chargeback Rates (>0.5%):

• Increased rolling reserves
• Extended payout delays
• Account review and restrictions
• Higher fees from payment processors
• Potential account termination
• Loss of payment processing ability (card network penalties)

11. Prohibited Refund Promises - CRITICAL

11.1 Sellers Cannot Promise Refunds Outside CGD Vibes' Policy

Sellers are STRICTLY PROHIBITED from:

• Promising refunds outside CGD Vibes' approved Refund Policy
• Making "100% money-back guarantee" claims without written approval from CGD Vibes
• Making "satisfaction guaranteed" or "risk-free" claims without pre-approval
• Offering to refund Buyers directly outside the platform
• Processing refunds independently through Stripe or any payment method
• Contradicting CGD Vibes' refund terms in product descriptions, emails, marketing materials, or any communications
• Promising specific refund timeframes, amounts, or conditions not authorized by CGD Vibes
• Instructing Buyers to contact them directly for refunds instead of CGD Vibes support

11.2 Why This Restriction Exists

Legal Authority:

• CGD Vibes is the Merchant of Record and holds legal authority over all transactions
• Sellers operate under CGD Vibes' payment infrastructure without independent transaction authority
• Only CGD Vibes can legally execute refunds through payment processors
• Buyers transact with CGD Vibes, not individual Sellers

Technical Reality:

• Sellers do NOT have access to issue refunds in Stripe Connect
• All refund requests must be processed through CGD Vibes' system
• Sellers cannot fulfill unauthorized refund promises even if desired

Platform Protection:

• Inconsistent refund practices create legal liability for CGD Vibes
• Unauthorized promises harm Buyer trust and platform integrity
• Consumer protection laws hold CGD Vibes (as MoR) accountable, not individual Sellers
• Conflicting refund policies confuse Buyers and damage the marketplace

11.3 Legal Effect of Unauthorized Promises

Any refund representation, guarantee, promise, or policy statement made by a Seller that contradicts or exceeds CGD Vibes' official Refund Policy is:

• VOID and of no legal effect
• NOT binding on CGD Vibes under any circumstances
• The sole personal liability and responsibility of the Seller making the promise
• Grounds for immediate enforcement action under Section 11.5

11.4 What to Do If a Buyer Requests a Refund

Sellers MUST:

• Direct Buyers to contact CGD Vibes support: [email protected]
• Refer to CGD Vibes' official Refund Policy
• Cooperate with CGD Vibes' refund review process by providing requested information promptly

Sellers MUST NOT:

• Promise or approve refunds themselves
• Make commitments about refund outcomes, timing, or amounts
• Process payments or refunds outside the platform
• Negotiate refund terms directly with Buyers
• Offer to "work something out" outside the platform

Correct Response Example:

Hi [Buyer Name],

I understand you're requesting a refund. All refund requests
on CGD Vibes must be processed through the platform to ensure
consistency and compliance.

Please contact CGD Vibes support at: [email protected]

Include your order number and reason for the request. They will
review according to the official Refund Policy.

I'm happy to answer questions about the product or help resolve
any issues you're experiencing.

Thank you,
[Your Name]

11.5 Consequences for Violations

First Violation:

• Written warning
• Product(s) suspended pending review
• Mandatory compliance training required before reinstatement
• 7-day suspension of new product listings

Second Violation:

• Immediate removal of all affected products
• Financial liability: Seller personally responsible for unauthorized refunds promised
• Withholding of payouts to cover liabilities and investigation costs
• Account suspension for 30-90 days
• Forfeiture of pending earnings related to violations

Third Violation or Egregious Cases:

• Permanent account termination with no reinstatement option
• Forfeiture of all pending and withheld payouts
• Possible legal action for breach of contract and damages
• Reporting to payment processors (Stripe) for platform abuse
• Inclusion in industry fraud prevention databases (where applicable)
• Loss of all access to CGD Vibes services

11.6 Monitoring & Enforcement

CGD Vibes reserves the right to:

• Monitor Seller communications, product pages, marketing materials, and emails for compliance
• Conduct random audits of Seller refund-related representations
• Investigate Buyer complaints regarding unauthorized refund promises
• Take immediate action upon discovery of violations without prior notice
• Use automated tools and manual review to detect prohibited conduct

By creating a Seller account, you explicitly acknowledge that you have read, understood, and agree to these refund restrictions and accept full personal liability for any violations.

12. User Conduct & Prohibited Activities

All users must comply with these rules. Violations may result in warnings, content removal, account suspension, withheld payouts, or permanent bans.

12.1 General Prohibited Conduct

You may not:

Fraud & Misrepresentation:

• Create fake accounts or use false identities
• Impersonate another person, entity, or CGD Vibes employee
• Post fake reviews, ratings, or testimonials
• Manipulate platform metrics, rankings, or algorithms
• Engage in deceptive, fraudulent, or misleading practices
• Make false or unsubstantiated claims about products or services

Intellectual Property Violations:

• Infringe copyright, trademark, patent, or other intellectual property rights
• Sell counterfeit goods or pirated content
• Use unauthorized third-party content, images, or branding
• Circumvent digital rights management (DRM) or copy protection

Spam & Abuse:

• Send unsolicited bulk messages, emails, or communications (spam)
• Engage in harassment, bullying, stalking, or threatening behavior
• Post hate speech or content promoting discrimination, violence, or harm
• Create or distribute malware, viruses, or harmful code
• Engage in phishing, scamming, or social engineering

Platform Abuse:

• Hack, exploit vulnerabilities, or attempt unauthorized access to systems
• Use bots, scrapers, crawlers, or automated tools without permission
• Interfere with or disrupt platform operations or infrastructure
• Circumvent security measures, rate limits, or access controls
• Reverse engineer, decompile, or disassemble platform software

Payment & Financial Misconduct:

• Attempt off-platform transactions to circumvent fees
• Engage in money laundering, fraud, or financial crimes
• Use stolen payment methods or fraudulent financial information
• Initiate unjustified chargebacks or payment disputes

12.2 Prohibited Products & Services

You may not sell or promote:

Illegal or Regulated Items:

• Illegal drugs, controlled substances, or drug paraphernalia
• Weapons, firearms, explosives, or ammunition
• Prescription medications or medical devices without proper authorization
• Tobacco products, e-cigarettes, or vaping products (in restricted jurisdictions)
• Alcohol (in jurisdictions where online sales are prohibited)
• Stolen goods or items obtained illegally

Harmful or Dangerous Content:

• Content promoting violence, terrorism, or illegal activities
• Instructions for creating weapons, explosives, or dangerous substances
• Content promoting self-harm, suicide, or eating disorders
• Dangerous challenges or activities that risk physical harm

Adult & Explicit Content:

• Pornography or sexually explicit material
• Escort services, prostitution, or sexual services
• Content sexualizing minors in any way (zero tolerance)

Fraudulent or Deceptive Services:

• Get-rich-quick schemes, pyramid schemes, or multi-level marketing
• Fake credentials, diplomas, or certifications
• Services promising guaranteed results that cannot be substantiated (e.g., "guaranteed weight loss," "guaranteed income")
• Academic dishonesty services (essay mills, exam cheating)

Financial & Legal Services (Unlicensed):

• Investment advice without proper licensing
• Legal advice without bar admission
• Medical or health advice without proper credentials
• Tax preparation without proper certification

Counterfeit & Infringing Goods:

• Counterfeit products or knock-offs
• Products infringing on intellectual property rights
• Unauthorized reproductions or pirated content

This list is not exhaustive. CGD Vibes reserves the right to prohibit any products or services that violate laws, regulations, payment processor policies, or platform standards.

12.3 Consequences for Violations

Depending on severity, violations may result in:

Warnings & Education:

• Written warning explaining the violation
• Requirement to complete compliance training
• Temporary restriction of certain features

Content & Product Actions:

• Removal or hiding of violating content
• Delisting of prohibited products
• Suspension of listings pending correction

Account Actions:

• Temporary account suspension (7-90 days)
• Account restrictions or limitations
• Permanent account termination

Financial Consequences:

• Withheld or forfeited payouts
• Reversal of earnings from violating activities
• Liability for damages, fees, or losses caused

Legal Actions:

• Reporting to law enforcement or regulators
• Cooperation with legal investigations
• Legal action for damages or injunctive relief

The severity of consequences depends on:

• Nature and severity of the violation
• Intent (accidental vs. deliberate)
• Repetition or pattern of violations
• Harm caused to platform, users, or third parties
• Cooperation and corrective action by the violator

13. Privacy & Data Protection

13.1 Privacy Policy Governs

Your use of CGD Vibes is subject to our Privacy Policy, which explains:

• What personal information we collect and why
• How we use, store, and protect your information
• Who we share information with and under what circumstances
• Your rights regarding your personal data
• How to exercise your privacy rights

By using the platform, you consent to the collection, use, and sharing of your information as described in our Privacy Policy.

13.2 Data You Provide

You are responsible for:

• Providing accurate, current, and complete information
• Updating your information promptly when it changes
• Maintaining the security and confidentiality of your account credentials
• Not sharing others' personal information without consent

13.3 User Communications & Marketing

By creating an account, you consent to receive:

• Transactional emails (order confirmations, receipts, account notifications)
• Important platform updates and policy changes
• Customer support communications
• Security alerts and account-related notices

You may also receive (but can opt out):

• Marketing emails and promotional offers
• Product recommendations and platform news
• Educational content and tips
• Surveys and feedback requests

You can manage communication preferences in your account settings or by following unsubscribe links in emails.

13.4 Cookies & Tracking Technologies

CGD Vibes uses cookies, web beacons, and similar technologies to:

• Remember your preferences and settings
• Understand how you use the platform
• Improve platform performance and user experience
• Deliver relevant advertising and content

You can control cookies through your browser settings, but disabling cookies may affect platform functionality.

For details, see our Cookie Policy (if separate) or Privacy Policy.

13.5 Data Security

CGD Vibes implements reasonable security measures to protect your information, including:

• Encryption of data in transit and at rest
• Secure authentication and access controls
• Regular security audits and testing
• Employee training on data protection

However:

• No system is 100% secure
• You are responsible for maintaining the security of your account credentials
• CGD Vibes is not liable for unauthorized access resulting from your failure to secure your account

13.6 Your Privacy Rights

Depending on your jurisdiction, you may have rights including:

Access & Portability:

• Request a copy of your personal data
• Export your data in a machine-readable format

Correction & Deletion:

• Correct inaccurate information
• Request deletion of your data (subject to legal retention requirements)

Control & Restriction:

• Object to certain processing activities
• Restrict how your data is used
• Opt out of marketing communications

To exercise your rights: Contact [email protected] or use account settings.

Note: Some rights are subject to legal limitations. For example, we may retain data required for:

• Tax and financial reporting compliance
• Legal obligations and regulatory requirements
• Fraud prevention and security
• Pending disputes or litigation

13.7 Children's Privacy

CGD Vibes is not directed to children under 18 (or the age of majority in your jurisdiction).

• We do not knowingly collect personal information from children
• If we learn we have collected information from a child, we will delete it promptly
• Parents or guardians who believe we have collected information from a child should contact us immediately

14. Third-Party Services & Links

14.1 Third-Party Integrations

CGD Vibes integrates with third-party services including:

• Payment processors (Stripe, PayPal)
• Email services (for communications and marketing)
• Analytics tools (for platform insights and improvement)
• Cloud storage and hosting providers
• Authentication services (OAuth providers)

By using CGD Vibes, you may be subject to the terms and policies of these third-party services.

14.2 Third-Party Links & Content

The platform may contain:

• Links to third-party websites, tools, or resources
• Affiliate links to products or services
• Embedded content from third parties (videos, widgets)
• References to external services or providers

CGD Vibes does not control, endorse, monitor, or assume responsibility for:

• Third-party content, products, or services
• Accuracy, legality, or quality of third-party offerings
• Third-party business practices, pricing, or availability
• Security, privacy, or data handling by third parties

14.3 Affiliate Relationships

CGD Vibes may earn commissions from affiliate links or partnerships.

Full disclosure: See our Affiliations Disclosure for details on affiliate relationships and how we earn from recommendations.

No endorsement: Affiliate relationships do not constitute endorsement, recommendation, or guarantee of third-party products or services.

14.4 Third-Party Disputes

Any interaction, transaction, or dispute between you and a third party is strictly between you and that third party.

CGD Vibes is not responsible for and shall not be liable for:

• Loss, damage, or harm arising from third-party services
• Disputes with third-party sellers, service providers, or platforms
• Third-party fraud, misconduct, or policy violations
• Third-party service outages, disruptions, or failures

You release CGD Vibes from any claims related to third-party services or interactions.

15. Warranties & Disclaimers

15.1 Platform Provided "AS IS"

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGD VIBES IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

CGD Vibes makes NO warranties or representations regarding:

Platform Availability & Performance:

• Uninterrupted, error-free, or secure access
• Compatibility with all devices, browsers, or systems
• Availability of specific features, tools, or integrations
• Server uptime or maintenance schedules
• Bug-free or flawless operation

Data & Content:

• Accuracy, completeness, or reliability of data, analytics, or reports
• Backup, preservation, or recovery of User Content or data
• Prevention of data loss, corruption, or deletion

Third-Party Dependencies:

• Functionality or availability of payment processors (Stripe)
• Hosting provider uptime and performance
• Email delivery and communication services
• Third-party integrations and APIs

15.2 User Content Disclaimers

CGD Vibes does NOT:

• Verify, endorse, or guarantee Seller content, products, or services
• Confirm accuracy of Seller claims, credentials, or qualifications
• Pre-screen or approve content before publication (though we may moderate)
• Guarantee outcomes, results, or learning achievements from Seller offerings
• Assume liability for Seller misconduct, misrepresentation, or failures

Sellers are solely responsible for their content and offerings.

15.3 No Warranty of Results

CGD Vibes makes NO guarantees regarding:

• Income, profits, sales, or business success for Sellers
• Learning outcomes, skill development, or results for Buyers
• Employment opportunities or career advancement
• Specific performance, growth, or achievements

Results vary based on individual effort, market conditions, external factors, and circumstances beyond CGD Vibes' control.

15.4 User Responsibility for Backups

You are solely responsible for:

• Maintaining backups of content uploaded to the platform
• Preserving copies of important communications, transactions, or files
• Exporting data you wish to retain before account closure or deletion

CGD Vibes is not liable for any loss, corruption, deletion, or inaccessibility of User Content or data, regardless of cause.

15.5 Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGD VIBES DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING:

• Warranties of MERCHANTABILITY
• Warranties of FITNESS FOR A PARTICULAR PURPOSE
• Warranties of NON-INFRINGEMENT
• Warranties arising from COURSE OF DEALING or USAGE OF TRADE

15.6 Consumer Protection Rights

Nothing in these Terms limits or excludes:

• Mandatory consumer protection rights
• Statutory warranties or guarantees that cannot be waived under applicable law
• Rights granted by laws that cannot be contracted around

Where such laws apply, they shall prevail over any conflicting provision of these Terms.

For Quebec consumers: See Section 19.7 for specific Quebec consumer law protections.

16. Limitation of Liability

16.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGD VIBES' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM IS LIMITED TO:

The greater of:

• (a) The amounts paid by you to CGD Vibes in the six (6) months preceding the claim, OR
• (b) $100 USD

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise).

16.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGD VIBES SHALL NOT BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
• LOSS OF DATA, CONTENT, OR INFORMATION
• LOSS OF GOODWILL OR REPUTATION
• COSTS OF SUBSTITUTE SERVICES
• BUSINESS INTERRUPTION OR DOWNTIME
• DAMAGES ARISING FROM RELIANCE ON PLATFORM CONTENT OR USER CONTENT

This exclusion applies even if CGD Vibes has been advised of the possibility of such damages.

16.3 Basis of the Bargain

You acknowledge that:

• CGD Vibes has set its fees and entered into these Terms in reliance on the limitations of liability set forth herein
• The limitations of liability are fundamental elements of the basis of the bargain between you and CGD Vibes
• Without these limitations, CGD Vibes would not provide the platform or would charge significantly higher fees

16.4 Exceptions to Limitations

These limitations do NOT apply to:

• Liability that cannot be excluded or limited under applicable law
• Liability for intentional misconduct, fraud, or gross negligence (to the extent not excludable)
• Liability for death or personal injury caused by CGD Vibes' negligence (where applicable law prohibits limitation)
• Violations of mandatory consumer protection laws (to the extent such laws prohibit limitation)

16.5 Allocation of Risk

You acknowledge and agree that:

• Use of the platform involves inherent risks including technical failures, user misconduct, and third-party service disruptions
• You assume all risks associated with your use of the platform
• The limitations and exclusions in these Terms reflect a reasonable allocation of risk between you and CGD Vibes

16.6 Force Majeure

CGD Vibes is not responsible or liable for delays, failures, losses, or damages caused by events beyond our reasonable control, including:

• Payment processor outages (Stripe, PayPal)
• Hosting provider failures or data center issues
• Internet or telecommunications outages
• Power failures or infrastructure disruptions
• Natural disasters (earthquakes, floods, storms, pandemics)
• Acts of terrorism, war, civil unrest, or government actions
• Labor disputes or strikes
• Changes in laws, regulations, or governmental policies
• Third-party service disruptions (SaaS platforms, APIs, integrations)
• Cyberattacks, DDoS attacks, or hacking attempts

Force majeure events excuse performance of obligations under these Terms to the extent affected, without liability.

17. Indemnification

17.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless CGD Vibes and its affiliates, officers, directors, employees, agents, partners, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

Your Use of the Platform:

• Your violation of these Terms or any policies
• Your use or misuse of the platform or services
• Your breach of any representation or warranty
• Your violation of any applicable laws or regulations

Your Content:

• User Content you upload, post, publish, or transmit
• Claims that your Content infringes, violates, or misappropriates third-party rights (intellectual property, privacy, publicity, or other rights)
• Harm caused by your Content to CGD Vibes, users, or third parties

Your Products & Services (Sellers):

• Products, services, courses, or content you offer on the platform
• Claims by Buyers related to your products or services
• False, misleading, or unsubstantiated claims or representations
• Failure to deliver products or services as promised
• Defects, safety issues, or harm caused by your products

Your Conduct:

• Fraud, misrepresentation, or deceptive practices
• Harassment, abuse, or violations of others' rights
• Unauthorized use of third-party intellectual property
• Data breaches or privacy violations resulting from your actions

Seller-Specific Indemnification:

• Unauthorized refund promises made by you
• Violations of refund policy restrictions (Section 11)
• Tax liabilities or penalties arising from your failure to comply with tax obligations
• Professional licensing violations or unauthorized practice

17.2 Indemnification Process

If CGD Vibes seeks indemnification:

• We will provide notice of claims (to the extent practicable)
• You will cooperate fully in the defense
• CGD Vibes retains the right to assume exclusive defense and control of any matter subject to indemnification
• You may not settle any claim without CGD Vibes' prior written consent if it affects CGD Vibes' rights or obligations

Your indemnification obligations survive termination of these Terms and your account.

18. Term, Suspension & Termination

18.1 Term

These Terms commence when you first access or use the platform and continue until terminated by either party as described below.

18.2 Termination by You

You may terminate your account at any time by:

• Using account deletion features in settings
• Contacting [email protected]

Upon termination by you:

• Access to the platform and features ceases at the end of your current billing period
• No refunds for unused subscription time (except as required by law)
• Content you've purchased may remain accessible for a reasonable period (at our discretion)
• Seller payouts are processed for eligible earnings according to payout policies

18.3 Termination or Suspension by CGD Vibes

CGD Vibes may suspend, restrict, or terminate your account at any time, with or without notice, for:

Cause-Based Termination:

• Violation of these Terms or any policies
• Fraud, abuse, illegal activity, or misconduct
• High dispute, refund, or chargeback rates
• Repeated content policy violations
• Harm to the platform, users, or CGD Vibes' reputation
• Failure to comply with verification or information requests
• Non-payment of fees or negative account balance
• Legal or regulatory requirements

Discretionary Termination:

• At CGD Vibes' sole discretion where permitted by law
• With reasonable notice where required by applicable law

Immediate Termination:

• May occur without prior notice for serious violations (fraud, illegal activity, safety threats, egregious misconduct)

18.4 Effects of Termination

Upon termination or suspension:

Access & Content:

• Immediate loss of access to platform features and services
• Seller listings and products removed from marketplace
• User Content may be deleted or archived (subject to data retention policies)
• Content you purchased may become inaccessible (no refunds except as required by law)

Financial Consequences:

• Outstanding fees, charges, or negative balances remain due and payable
• Withheld payouts subject to investigation, reserves, or policy requirements
• Forfeiture of earnings in cases of fraud or material violations
• No refunds for unused subscription time (except as required by law)

Account Recovery:

• Suspended accounts may be reinstated at CGD Vibes' discretion upon resolution of issues
• Terminated accounts are generally not reinstated
• You may be prohibited from creating new accounts

Data Export:

• You may request data export before termination (where legally required)
• Request must be made within specified timeframe (typically 30 days notice)
• CGD Vibes may provide data in standard formats at its discretion

18.5 Survival of Terms

The following provisions survive termination or account closure:

• Payment obligations and financial liabilities
• Refund and chargeback liability
• Indemnification obligations
• Intellectual property rights and licenses
• Limitation of liability and disclaimers
• Dispute resolution and arbitration provisions
• Governing law and jurisdiction
• Audit and cooperation obligations
• Confidentiality obligations (if applicable)
• Any provisions that by their nature should survive

Survival means: These obligations remain enforceable even after your account is closed or these Terms terminate.

19. Dispute Resolution & Arbitration

19.1 Governing Law

These Terms are governed by the laws of:

• The Province of Quebec, Canada
• Canadian federal law

Without regard to conflict of law principles.

19.2 Arbitration Agreement (Non-Canadian Users)

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

For users located outside Canada:

You and CGD Vibes agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the platform shall be resolved by binding arbitration rather than in court, except as provided below.

Arbitration Rules:

• Administered by the American Arbitration Association (AAA)
• Conducted under AAA's Commercial Arbitration Rules
• One arbitrator selected according to AAA rules
• Arbitration conducted in English
• Virtual/remote hearings permitted

Arbitration Location:

• Arbitrator's discretion based on parties' locations and convenience
• Virtual hearings may be used to reduce costs

Arbitration Fees:

• Each party pays its own attorneys' fees and costs
• AAA filing fees and arbitrator compensation split equally unless prohibited by law
• If your claim is for less than $10,000, CGD Vibes will pay your share of arbitration fees (excluding attorneys' fees)

19.3 Exceptions to Arbitration

The following disputes are NOT subject to arbitration:

Small Claims Court:

• Claims that qualify for small claims court jurisdiction may be brought in small claims court
• Either party may choose small claims court instead of arbitration

Emergency Equitable Relief:

• Either party may seek emergency injunctive relief, temporary restraining orders, or provisional equitable remedies in court where:
• • Immediate and irreparable harm is threatened
  • Urgent action is necessary to preserve rights or prevent ongoing violations
  • Dispute involves intellectual property infringement, trademark violations, or confidential information
  • Delay would cause significant and irreparable injury

Government or Regulatory Actions:

• Administrative proceedings before government agencies or regulatory bodies

19.4 Class Action Waiver

YOU AND CGD VIBES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

This means:

• No class actions, class arbitrations, or representative actions
• No consolidation of individual arbitrations without all parties' consent
• Each dispute must be arbitrated or litigated individually

If the class action waiver is found unenforceable, the arbitration agreement does not apply to that claim and it must be litigated in court.

19.5 Negotiation Requirement

Before initiating arbitration, you agree to:

1. Send written notice of the dispute to: [email protected]
2. Include: description of dispute, relief sought, your contact information
3. Attempt to resolve the dispute informally for 60 days
4. Proceed to arbitration only if informal resolution fails

This negotiation period is mandatory and must be completed before filing arbitration.

19.6 Canadian Users - Jurisdiction

For users located in Canada:

Disputes shall be resolved in the courts of competent jurisdiction in Montréal, Quebec, Canada.

• You consent to the exclusive jurisdiction of Quebec courts
• You waive any objection to venue or inconvenient forum
• Small claims matters may be brought in your local jurisdiction's small claims court

Exception for Emergency Relief: Either party may seek emergency injunctive relief in any court of competent jurisdiction where necessary to prevent immediate irreparable harm.

19.7 Quebec Consumer Protection

For Quebec consumers:

Nothing in these Terms limits or excludes rights granted by:

• Quebec Consumer Protection Act (CPA)
• Quebec Civil Code
• Other mandatory Quebec consumer protection laws

Quebec consumer rights include but are not limited to:

• Right to clear and comprehensible contract terms
• Protection against abusive clauses
• Right to cancel certain contracts within specified periods
• Warranty rights that cannot be waived
• Right to pursue legal action in Quebec courts

Where Quebec consumer protection law conflicts with these Terms, Quebec law prevails.

19.8 Opt-Out of Arbitration (Non-Canadian Users)

You may opt out of the arbitration agreement by sending written notice within 30 days of first accepting these Terms.

Notice must:

• Be sent to: [email protected]
• Include: your name, email, mailing address
• State clearly: "I opt out of the arbitration agreement"

If you opt out:

• Disputes will be resolved in courts as specified in Section 19.2
• Class action waiver still applies
• All other Terms remain in effect

19.9 Changes to Dispute Resolution

CGD Vibes will provide 30 days' notice of material changes to this dispute resolution section.

You may reject changes by sending written notice within 30 days, in which case the prior version applies to disputes between you and CGD Vibes.

20. General Provisions

20.1 Entire Agreement

These Terms, together with:

• Privacy Policy
• Refund Policy
• Community Guidelines
• Seller Payment & Payout Guide
• Any additional policies incorporated by reference

Constitute the entire agreement between you and CGD Vibes regarding the platform and supersede all prior agreements, understandings, or representations.

20.2 Document Hierarchy

In case of conflict between documents, the following order prevails:

1. These Terms of Service
2. Refund & Chargeback Addendum (if applicable)
3. Refund Policy
4. Seller Payment & Payout Guide
5. Community Guidelines
6. Other policies, guides, or FAQs

More specific documents prevail over general documents for matters within their scope.

20.3 Severability

If any provision of these Terms is found invalid, illegal, or unenforceable:

• That provision shall be modified to the minimum extent necessary to make it enforceable
• If modification is not possible, the provision shall be severed
• The remaining provisions remain in full force and effect
• The intent and purpose of these Terms shall be preserved to the maximum extent possible

20.4 Waiver

CGD Vibes' failure to enforce any provision of these Terms does not constitute a waiver of that provision or CGD Vibes' right to enforce it in the future.

• No waiver is effective unless in writing signed by CGD Vibes
• Waiver of one breach does not waive subsequent breaches
• Delay in enforcement does not constitute waiver

20.5 Assignment & Transfer

CGD Vibes may assign or transfer these Terms and any rights or obligations hereunder:

• To affiliates, subsidiaries, or parent companies
• In connection with a merger, acquisition, corporate reorganization, or sale of assets
• To successors or assigns

You may NOT assign or transfer:

• These Terms
• Your account
• Any rights or obligations under these Terms

Any attempted assignment by you is void.

20.6 No Third-Party Beneficiaries

These Terms are between you and CGD Vibes only. No third party has any right to enforce or benefit from these Terms except:

• CGD Vibes' affiliates, officers, directors, employees, and agents (for indemnification and limitation of liability)
• Successors and assigns (for assignment provisions)

20.7 Electronic Communications & Signatures

You consent to receive communications from CGD Vibes electronically:

• Via email to the address associated with your account
• Through platform notifications or messages
• By posting notices on the platform

Electronic communications satisfy any legal requirement that communications be in writing.

Your electronic acceptance of these Terms (clicking "I agree," creating an account, or using the platform) constitutes a legally binding signature equivalent to a handwritten signature.

20.8 Language

English Version Governs:

• These Terms may be translated into other languages for convenience
• In case of conflict or inconsistency between English and translated versions, the English version prevails
• The English version is the authoritative and controlling version

Exception for Quebec: For Quebec consumers, the French version (if provided) may govern where required by Quebec language laws.

20.9 Interpretation

In interpreting these Terms:

• Headings are for convenience only and do not affect interpretation
• "Including" and similar terms mean "including without limitation"
• Singular includes plural and vice versa
• "Or" is not exclusive (may mean "and/or")
• "May" indicates discretion; "shall" or "must" indicates obligation

20.10 Independent Legal Advice

CGD Vibes recommends that you seek independent legal advice before accepting these Terms if you have questions or concerns about your rights and obligations.

By accepting these Terms, you acknowledge:

• You have had the opportunity to seek legal advice
• You understand the terms and their legal effect
• You voluntarily agree to be bound

20.11 Notice Requirements

Notices to CGD Vibes must be sent to:

Email: [email protected]
Subject: Include "Legal Notice" or "Formal Notice"

Mailing Address:
CGD Vibes Inc.
[Complete Mailing Address]
Montréal, Quebec, Canada
[Postal Code]

Notices are effective:

• Email: When received (1 business day after sending)
• Mail: 5 business days after mailing

Notices to you will be sent to:

• The email address associated with your account
• Your last known mailing address (if provided)

You must keep your contact information current to receive important notices.

20.12 Force Majeure

Neither party is liable for failure or delay in performance caused by circumstances beyond reasonable control, including:

• Natural disasters (earthquakes, floods, fires, storms, pandemics)
• Acts of government or regulatory authorities
• War, terrorism, civil unrest, riots
• Labor disputes, strikes, lockouts
• Internet or telecommunications failures
• Power outages or infrastructure failures
• Cyberattacks, hacking, or denial of service attacks
• Third-party service provider failures (Stripe, hosting, etc.)

Force majeure excuses performance for the duration of the event but does not excuse payment obligations for services already rendered.

20.13 Relationship of Parties

Nothing in these Terms creates:

• Partnership, joint venture, or agency relationship
• Employment or contractor relationship
• Fiduciary duty or special relationship
• Authority to bind the other party

Both parties are independent contractors with no authority to make commitments on behalf of the other.

20.14 Export Compliance

You agree to comply with all applicable export control laws including:

• U.S. Export Administration Regulations (EAR)
• Canadian export control regulations
• International sanctions and embargoes

You may not:

• Export or re-export platform software, data, or technology to prohibited countries or persons
• Use the platform in violation of export control laws
• Provide access to the platform to sanctioned individuals or entities

20.15 Government Users (U.S.)

For U.S. government users:

The platform and documentation are "Commercial Items" as defined in FAR 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation."

Government users' rights are limited to:

• Rights set forth in these Terms (for civilian agencies: FAR 12.212)
• Rights set forth in these Terms (for DoD: DFARS 227.7202)

No additional rights are granted beyond those provided to commercial users.

20.16 Updates to These Terms

CGD Vibes may update these Terms at any time.

Notice of Changes:

• Updated "Last Updated" date at the top
• Notice posted on the platform
• Email notification for material changes (at our discretion)
• Changes effective immediately upon posting unless otherwise stated

Your Continued Use = Acceptance:

• Continued use of the platform after changes constitutes acceptance
• If you do not agree to updated Terms, you must stop using the platform

Material Changes:

• CGD Vibes will provide reasonable notice (typically 30 days) for material changes that adversely affect your rights
• You may terminate your account if you do not agree to material changes

21. Contact Information

For questions, concerns, or notices regarding these Terms:

General Inquiries:
Email: [email protected]
Subject: "Terms of Service Question"

Legal Notices:
Email: [email protected]
Subject: "Legal Notice - Terms of Service"

Mailing Address:
CGD Vibes Inc.
144 Bisson Street
Delson, Quebec, Canada
J5B 2G9

Platform Website:
https://www.cgdvibes.com

Business Hours:
Monday - Friday, 9:00 AM - 5:00 PM EST
(Response times may vary; email is monitored regularly)

Acknowledgment & Acceptance

BY CREATING AN ACCOUNT, ACCESSING THE PLATFORM, MAKING A PURCHASE, OR USING ANY CGD VIBES SERVICES, YOU ACKNOWLEDGE THAT:

✓ You have read and understood these Terms of Service in their entirety
✓ You agree to be bound by these Terms and all incorporated policies
✓ You meet all eligibility requirements
✓ You have had the opportunity to seek independent legal advice
✓ You understand the limitations of liability, warranty disclaimers, and arbitration provisions
✓ You voluntarily agree to these Terms without coercion or duress

If you do not agree to these Terms, you may not access or use CGD Vibes.

Quick Reference Links

Essential Policies:

• Privacy Policy
• Refund Policy
• Seller Payment & Payout Guide
• Community Guidelines

Additional Information:

• Affiliations Disclosure
• Responsible Disclosure Policy
• Help Center
• FAQ

Platform Pages:

• Pricing
• About Us
• Contact

END OF TERMS OF SERVICE