Terms of Service

8.4 Payout Timing & Risk Management

CGD Vibes does not apply percentage-based rolling reserves on seller earnings.

Financial risk is managed through:

• Payout timing controls (14-day initial delay from first transaction)
• Minimum payout thresholds ($50 USD)
• Weekly payout schedule (Monday)
• Discretionary payout holds when necessary (Section 8.3)

Payout Configuration:

• Payout Frequency: Weekly
• Payout Day: Monday
• Initial Payout Delay: 14 days from date of first transaction
• Minimum Payout Threshold: $50 USD

Payouts are only issued once the seller's available balance meets or exceeds the minimum payout threshold. Balances below the threshold automatically roll forward to the next payout cycle.

Refunds and chargebacks are deducted from the seller's available or future earnings. If a refund or chargeback exceeds the current available balance, the seller account may temporarily reflect a negative balance, which will be offset by future earnings.

8.5 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.

8.6 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 (limited to amounts necessary to offset actual damages)

CGD Vibes is not liable for any losses resulting from Seller's failure to cooperate, subject to the limitations in Section 15.

8.7 Wrongful Payout Hold Remedy

If CGD Vibes wrongfully withholds payouts: 

✓ "Wrongful" means: hold imposed without legitimate basis under Section 8.3, held beyond maximum duration, or appeal improperly denied 

✓ Upon determination of wrongful hold: Immediate release of funds + interest at 5% annual rate from date funds should have been released 

✓ Interest calculated on daily balance withheld 

✓ Determination made through appeal process (Section 8.3) or court judgment 

✓ This remedy does not preclude other legal remedies available to seller

Good Faith Protection: 

✓ CGD Vibes is not liable for interest if hold was imposed in good faith based on reasonable concern, even if later determined to be incorrect 

✓ "Good faith" means: objective evidence of potential violation, reasonable investigation conducted, hold duration proportional to investigation complexity

9. REFUNDS & DISPUTES

For complete details, see our Refund Policy.

9.1 Refund Policy Governs

Key Principles: 

CGD Vibes has sole authority to approve or deny refund requests. Refunds are evaluated based on the following criteria:

Digital Educational Content (Courses, Educational Programs, Training)

✓ Refund Window: Within 7 days of purchase
✓ Usage Threshold: Less than 10% of content accessed
✓ Eligible Reasons: Non-delivery, material misrepresentation, technical access failure

Instant Downloads (Templates, E-books, PDFs, Digital Files, Downloadable Resources)
❌ NO REFUNDS :All instant download products are final sale due to the nature of digital content and immediate delivery. Refunds are not available for these products once the purchase is completed.

Exceptions apply only in the following cases:

• Non-delivery (e.g., file unavailable, corrupted file, broken download link)
• Material misrepresentation (content materially different from the product description)
• Technical failure preventing delivery due to a platform error
• Seller error (incorrect file uploaded, inaccurate listing, or missing advertised content)

Physical Products

✓ Within 30 days of delivery, unused/unopened condition

Services/Coaching

✓ Within 24 hours after first session with written reason

Subscriptions
✓ Pro-rated refund for technical platform failures only

All Refunds Must Demonstrate:
Legitimate issue such as non-delivery, material misrepresentation, technical access failure, or seller error (inaccurate listing, wrong product delivered)

Refunds Are NOT Granted For:
Change of mind after content accessed or downloaded, buyer's remorse, "didn't like it" without specific defect, failure to use product, dissatisfaction without demonstrable issue

9.2 Platform Authority

As Merchant of Record, CGD Vibes retains authority to:

• Issue, approve, or deny refunds based on the Refund Policy
• Resolve disputes or chargebacks in favor of Buyers when appropriate
• Restrict, suspend, or prohibit specific transactions or products
• Suspend or terminate Seller accounts for policy violations (see Section 17)
• 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

Notice Provisions:

CGD Vibes will provide reasonable notice to Sellers before taking action, except where:

• Immediate action is required to prevent ongoing harm, fraud, or security threats
• Notice would compromise investigation integrity
• Notice is prohibited by law or court order
• Seller has been previously warned for similar violations

Seller Rights:

Sellers may appeal decisions through the process outlined in Section 8.3 (Appeals).

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, subject to the limitations in Section 15.

9.3 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 by CGD Vibes)
• 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: $86.80
• Refund issued: $100 (full refund to Buyer)
• Deducted from Seller: $86.80 (all earnings lost)
• Platform and Stripe also lose fees (not refunded)

9.4 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

Fee Allocation:

• Seller loses dispute: Seller pays chargeback fee
• Seller wins dispute: Chargeback fee is WAIVED by CGD Vibes
• Seller partially wins: Fee split proportionally

Rationale: If seller successfully proves delivery and buyer fraud, seller should not bear financial penalty. CGD Vibes absorbs processor fees for sellers who win disputes.

Chargeback Prevention Incentive:

Sellers who maintain chargeback rate <0.2% for 6 consecutive months receive:

• Chargeback fee credit pool: $100
• Credits applied to any future chargeback fees (win or lose)
• Reset every 6 months based on performance

Example:

• Original Sale: $100, Seller earnings: $86.80
• Chargeback filed
• Amount deducted: $86.80
• Chargeback fee: $15
• If Seller wins: Funds returned, fee waived (net: $86.80) ✓
• If Seller loses: Total loss of $86.80 + lost sale

Responding to Chargebacks:

Sellers will be notified and have 48-72 hours to provide evidence:

• Proof of delivery/access
• Product information
• Communications with buyer
• 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)

10. SELLER COMMUNICATION STANDARDS

This section clarifies what Sellers can and cannot say about refunds and customer satisfaction.

10.1 Purpose

As Merchant of Record, CGD Vibes has legal authority over all refunds and transaction processing. To maintain consistency and compliance, Sellers must follow these communication standards.

10.2 Permitted Seller Statements

Sellers MAY:

✓ Express confidence in their products ("I stand behind my work")
✓ Make quality assurances ("You'll be satisfied with the results")
✓ Provide customer service commitments ("I'm here to help if you have issues")
✓ Offer additional support, materials, or coaching to resolve concerns
✓ Direct buyers to CGD Vibes support for refund requests

10.3 Prohibited Seller Statements

Sellers MAY NOT:

✗ Promise that CGD Vibes will issue refunds ("I'll refund you")
✗ State refund terms that contradict CGD Vibes' Refund Policy
✗ Process direct payments or refunds outside the platform
✗ Instruct buyers to contact seller directly for refunds instead of CGD Vibes support
✗ Make legally binding refund guarantees seller cannot fulfill

10.4 Why These Rules Exist

Legal Authority:

• CGD Vibes controls payment processing as Merchant of Record
• Only CGD Vibes can legally execute refunds through payment processors

Technical Reality:

• Sellers do NOT have access to issue refunds in Stripe Connect
• All refund requests must be processed through CGD Vibes' system

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

10.5 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

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]

10.6 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 responsible for actual damages caused by unauthorized refunds, including:
• • Cost of refunds issued by CGD Vibes in reliance on seller promises
  • Administrative costs (capped at $100 per incident)
  • Payment processor fees incurred
• Withholding of payouts in amount equal to estimated liability pending resolution
• Account suspension for 30-90 days
• Mandatory compliance training before reinstatement

Third Violation or Material Breach:

• Permanent account termination with no reinstatement option
• Withholding of payouts for:
• • Actual damages owed to CGD Vibes
  • Outstanding refund obligations
  • Unpaid fees or charges
• Any remaining funds after offsets paid within 90 days of final accounting
• Possible legal action for breach of contract and actual damages

Clarification:

CGD Vibes may offset actual damages and costs against seller earnings but will not impose forfeitures beyond amounts reasonably related to harm caused. Sellers receive written accounting of amounts withheld and basis for calculation.

10.7 Monitoring & Enforcement

CGD Vibes reserves the right to:

• Monitor Seller communications, product pages, and marketing materials for compliance
• Conduct random audits of Seller refund-related representations
• Investigate Buyer complaints regarding unauthorized refund promises
• Take immediate action upon discovery of violations
• Use automated tools and manual review to detect prohibited conduct

11. 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.

11.1 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

11.2 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
• 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.

11.3 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 payouts (limited to actual damages and reasonable offsets)
• Reversal of earnings from violating activities
• Liability for damages, fees, or losses caused to CGD Vibes or third parties

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

12. PRIVACY & DATA PROTECTION

12.1 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.

12.2 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

12.3 User Communications & Marketing

By creating an account, you consent to receive:

Transactional Emails (Cannot Opt Out):

• Order confirmations, receipts, account notifications
• Important platform updates and policy changes
• Customer support communications
• Security alerts and account-related notices

Marketing Communications (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.

12.4 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 or Privacy Policy.

12.5 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 (subject to Section 15)

12.6 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 (7 years)
• Legal obligations and regulatory requirements
• Fraud prevention and security
• Pending disputes or litigation

12.7 Data Retention

CGD Vibes retains user data according to the following schedule:

Transaction & Financial Data:

• Transaction records: 7 years (tax and legal compliance)
• Payment information: Duration of active account + 1 year
• Refund/chargeback records: 7 years (dispute resolution)
• Tax documents (1099-K, T4A): Permanent (IRS/CRA requirements)

Account & Profile Data:

• Active accounts: Duration of account
• Closed accounts: 2 years after closure (then anonymized or deleted)
• Seller product listings: 90 days after removal (unless purchased)
• User content (purchased): Retained as long as buyers have access
• User content (unpurchased): 90 days after account closure

Communications & Interactions:

• Customer support tickets: 3 years after resolution
• Platform messages: 1 year after send date
• Email communications: 2 years after send date
• Marketing communications: Until opt-out + 30 days

Security & Compliance Data:

• Fraud prevention records: 10 years (industry standard)
• Abuse/violation reports: 7 years after account closure
• Legal hold data: Duration of legal matter + 3 years
• Audit logs: 3 years (security and compliance)

Anonymization:

After retention periods expire, personal data is either:

• Deleted entirely, OR
• Anonymized (aggregated for analytics with no personal identifiers)

Data Breach Notification:

In the event of a data breach or security incident that affects your personal information, CGD Vibes commits to the following notification and response procedures:

Discovery and Assessment (0-24 hours):

• Immediate containment of the breach to prevent further unauthorized access
• Preliminary assessment of scope, affected data types, and number of users impacted
• Engagement of internal security team and external cybersecurity experts if needed
• Documentation of the incident for regulatory reporting and user notification

User Notification (Within 72 hours of discovery): CGD Vibes will notify affected users via email to the address on file within 72 hours, including:

✓ Clear description of what happened (nature of the breach) 

✓ Types of personal information affected (e.g., names, emails, payment info) 

✓ Date or timeframe when the breach occurred 

✓ Date when CGD Vibes discovered the breach 

✓ Steps CGD Vibes is taking to secure the platform and prevent future breaches 

✓ Recommended actions you can take to protect yourself 

✓ Contact information for questions and support ([email protected]) 

✓ Your rights under applicable privacy laws

Affected Data Categories: Notification will specify which categories of data were affected:

• Account information (username, email, phone)
• Profile data (name, address, biographical information)
• Payment information (credit card numbers, bank account details)
• Transaction history (purchases, sales, earnings)
• User content (courses, products, files uploaded)
• Communications (messages, emails, support tickets)
• Technical data (IP addresses, device information, login history)

Immediate Protective Actions by CGD Vibes: 

✓ Password resets required for all affected users 

✓ Two-factor authentication (2FA) enabled automatically if not already active 

✓ Suspicious activity monitoring increased on affected accounts ✓ Payment processor notified if payment information potentially compromised 

✓ Law enforcement notified if criminal activity suspected 

✓ Regulatory authorities notified as required by law (PIPEDA, GDPR, state laws)

Recommended User Actions: CGD Vibes will advise affected users to: 

✓ Change passwords immediately (CGD Vibes will force reset) 

✓ Enable two-factor authentication if not already enabled 

✓ Monitor bank and credit card statements for unauthorized transactions 

✓ Consider placing fraud alerts or credit freezes with credit bureaus 

✓ Be alert for phishing attempts using leaked information 

✓ Review account activity for any unauthorized changes

Ongoing Communication:

• Updates provided every 7 days until incident fully resolved
• Final incident report published within 30 days of resolution
• Post-incident review shared with affected users explaining:
• • Root cause of the breach
  • Remediation steps taken
  • Security improvements implemented to prevent recurrence

Support and Assistance:

• Dedicated breach response support team available via [email protected]
• Extended support hours during breach response period
• One-on-one assistance for users with concerns or questions
• Guidance on protective measures and next steps

Credit Monitoring (Major Breaches): For breaches involving Social Security Numbers, financial account information, or government ID numbers:

• CGD Vibes will offer complimentary credit monitoring services for 12 months
• Enrollment instructions provided within breach notification
• Identity theft insurance may be included depending on severity

No Penalty for Breach-Related Actions: Users affected by a breach will NOT face penalties for:

• Requesting account closure or data deletion due to breach
• Terminating subscriptions early without notice
• Withdrawing available funds immediately
• Any other protective actions taken in response to the breach

Regulatory Compliance: CGD Vibes will comply with all applicable data breach notification laws including:

• PIPEDA (Canada) - 72-hour notification to Privacy Commissioner
• GDPR (EU) - 72-hour notification to supervisory authority
• CCPA/CPRA (California) - notification to Attorney General if affecting >500 residents
• State breach notification laws (U.S.) - as required by each state
• Other applicable privacy laws worldwide

Transparency Commitment:

• Annual security report published summarizing any incidents (anonymized)
• No breach in previous 12 months? We'll confirm that publicly
• Security measures continuously improved based on industry best practices

This breach notification commitment supplements your rights under applicable privacy and data protection laws. Where law requires faster notification or additional disclosures, those requirements take precedence.

Legal Exceptions:

CGD Vibes may retain data beyond stated periods when:

• Required by law or regulation
• Necessary for pending litigation or disputes
• Subject to valid legal hold or preservation order
• Essential for fraud prevention (limited to fraud indicators, not full records)

12.8 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

13. THIRD-PARTY SERVICES

13.1 Third-Party Integrations

CGD Vibes integrates with third-party services including:

• Payment processors (Stripe, PayPal, Paystack)
• Email services (for communications and marketing)
• Analytics tools (for platform insights and improvement)
• Cloud storage and hosting providers
• Authentication services (OAuth providers)
• Embedded content (YouTube video player for course content)
• Consent management (Cookiebot by Usercentrics)

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

Documents Requiring Updates - Summary

Privacy Policy, Section 9.1 (Subprocessors) — 7 new providers missing — Priority: High (GDPR / Law 25 compliance)

Privacy Policy, Section 14.2 (Cookie Types) — Incomplete cookie list — Priority: High (Disclosure requirement)

Privacy Policy, Section 4.3 (Cookies and Tracking) — Summary missing key categories — Priority: Medium (Accuracy)

Data Processing Agreement, Section 7.1 (Sub-Processors) — Mirrors Privacy Policy gap — Priority: High (GDPR Article 28)

Terms of Service, Section 13.1 (Third-Party Integrations) — Paystack, YouTube, and Cookiebot not named — Priority: Medium (Transparency)

13.2 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

13.3 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.

13.4 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.

14. WARRANTIES & DISCLAIMERS

14.1 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. EXCEPTION - CONSUMER TRANSACTIONS: 

For individuals purchasing for personal, family, or household use (not commercial purposes): 

✓ CGD Vibes warrants the platform will perform substantially as described 

✓ CGD Vibes warrants payment processing will function as reasonably expected 

✓ CGD Vibes warrants reasonable security measures are in place to protect user data 

✓ These warranties are limited to platform operation only, not third-party content or seller products 

✓ These warranties do not extend to issues caused by user error, third-party services, or force majeure events

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

14.2 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-approve content before publication (though we 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.

14.3 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.

14.4 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 (subject to Section 15).

14.5 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

14.6 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 18.7 for specific Quebec consumer law protections.

15. LIMITATION OF LIABILITY

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:

FOR BUYERS: The greater of:

• $500 USD, OR
• Total amounts paid to CGD Vibes in the 12 months before the claim (including all purchases, subscription fees, and charges), OR
• The minimum amount required by mandatory consumer protection law in your jurisdiction

FOR SELLERS: The greater of:

• $500 USD (if annual gross sales were under $10,000 USD)
• $1,500 USD (if annual gross sales were $10,000-$50,000 USD)
• $5,000 USD (if annual gross sales exceeded $50,000 USD), OR
• Total fees paid to CGD Vibes in the 12 months before the claim (including subscription fees, service fees, and all charges), OR
• The minimum amount required by mandatory consumer protection law in your jurisdiction

Definitions for this section:

• "Total amounts paid" means all fees, charges, and purchases made by you to CGD Vibes, excluding amounts paid to other sellers for their products
• "Annual gross sales" means total transaction value of products sold by you before any fees or deductions
• "Mandatory consumer protection law" means statutory minimums that cannot be contracted around in your jurisdiction

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

15.2 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

EXCEPTION - CONSUMER TRANSACTIONS: 

For individuals purchasing for personal use, CGD Vibes may be liable for direct, reasonably foreseeable damages resulting from CGD Vibes' breach of its obligations under these Terms, up to the liability caps in Section 15.1.

EXCEPTION - GROSS NEGLIGENCE: 

This exclusion does not apply to damages caused by CGD Vibes' gross negligence, willful misconduct, or fraud.

• 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.

15.3 Exceptions to Limitations

These limitations DO NOT apply to:

• Death or personal injury caused by CGD Vibes' negligence (where applicable law prohibits limitation)
• Fraud or fraudulent misrepresentation by CGD Vibes
• Gross negligence or willful misconduct by CGD Vibes
• Violations of mandatory consumer rights that cannot be limited by contract
• Liability that cannot be excluded or limited under applicable law

15.4 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

15.5 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

15.6 Service Disruptions

Availability Commitment: CGD Vibes strives to maintain high platform availability but does not guarantee 100% uptime.

In the event of a service outage affecting payments or platform access:

• Updates: Email notification to affected users
• Communication: Regular updates until resolution
• Report: Explanation of the cause once service is restored

Remedies for Major Outages (> 48 consecutive hours):

• Pro-rated refund of subscription fees for the period of unavailability
• Right to terminate subscription without penalty if outage exceeds 72 hours
• Payment of available and non-withheld funds within 60 days

CGD Vibes is NOT responsible for:

• Transaction delays caused by temporary third-party payment processor outages beyond our control
• Outages caused by third parties (Stripe, hosting, etc.)
• Market losses or missed business opportunities during service disruptions
• User internet connection issues
• Scheduled maintenance (with 48-hour notice)
• Third-party service failures (hosting, DNS, CDN) beyond CGD Vibes' infrastructure
• Force majeure events (see Section 15.7)

However, CGD Vibes maintains responsibility for:

• Selecting reliable, redundant payment processors and hosting providers
• Implementing reasonable backup and failover systems
• Communicating service status promptly and transparently
• Providing alternative processing methods within reasonable timeframes
• Compensating users fairly for disruptions within our control

15.7 Force Majeure

CGD Vibes is not responsible or liable for delays, failures, losses, or 

damages caused by events beyond our reasonable control, including:

• Natural disasters or severe weather events
• Acts of terrorism, war, civil unrest, or government actions
• Internet backbone or telecommunications infrastructure failures (beyond our network)
• Cyberattacks or denial of service attacks originating from third parties
• Changes in laws or regulations that prohibit platform operations
• Pandemics or public health emergencies
• Labor disputes or strikes
• Government orders or regulatory actions

Force Majeure Duration and Obligations:

Initial Period (0-30 days):

• Force majeure excuses performance of affected obligations
• CGD Vibes will provide notice within 48 hours of the force majeure event
• CGD Vibes will provide status updates at least weekly via email and platform notices
• CGD Vibes will use commercially reasonable efforts to restore service or find alternatives

Extended Period (31-90 days):

If force majeure continues beyond 30 consecutive days:

• Users with subscriptions receive pro-rated refunds for periods when core platform functionality is unavailable
• CGD Vibes will provide detailed weekly updates on resolution timeline
• CGD Vibes will implement temporary workarounds where reasonably feasible

·  Sellers may request data export and account information

Maximum Duration (90+ days):

If force majeure continues beyond 90 consecutive days:

• Either party may terminate their relationship with 30 days' written notice
• Upon termination during force majeure:
• Pro-rated subscription refunds issued for unused periods
• Seller payouts processed for all cleared, non-reserved funds within 60 days
• Users receive 60 days to export their data and content
• No termination penalties or fees apply to either party

·  If CGD Vibes does not reasonably restore service within 120 days, users may terminate immediately without notice

Exceptions:

• Force majeure does NOT excuse payment obligations for services already rendered before the force majeure event
• Force majeure does NOT excuse obligations to process cleared funds already received
• Force majeure does NOT excuse basic security obligations to protect user data

Force Majeure Mitigation - Specific Obligations by Timeframe:

WEEK 1 (Days 1-7): CGD Vibes will: 

✓ Provide initial notice of force majeure event within 48 hours 

✓ Post daily status updates via email to all active users and on status.cgdvibes.com 

✓ Assess and document the nature, scope, and expected duration of the event 

✓ Contact payment processors (Stripe) to maintain critical payment functions 

✓ Implement emergency backup systems if available and feasible 

✓ Identify alternative service providers or temporary workarounds 

✓ Preserve all user data with verified backups 

✓ Maintain security protocols to protect user information

WEEKS 2-4 (Days 8-30): CGD Vibes will: 

✓ Provide detailed status updates twice weekly (Mondays and Thursdays) 

✓ Include estimated timeline for resolution in each update 

✓ Deploy temporary workarounds where technically and legally possible 

✓ Communicate proactively with affected sellers about payout timeline impacts 

✓ Maintain continuous monitoring of the force majeure situation 

✓ Provide bi-weekly progress reports on restoration efforts 

✓ Keep all stakeholders (users, payment processors, regulators) informed 

✓ Document all mitigation efforts for transparency

WEEKS 5-12 (Days 31-90): CGD Vibes will: 

✓ Provide weekly detailed reports every Monday on resolution progress 

✓ Include specific milestones achieved and remaining obstacles 

✓ Offer pro-rated refunds for periods when core platform functionality unavailable (see below) 

✓ Enable data export capabilities for users who wish to transition to alternatives 

✓ Provide clear decision points: continue operations, terminate, or transfer to alternative platform 

✓ If affecting >100 users materially, consult with user representatives or advisory group 

✓ Maintain open communication channels with dedicated support team 

✓ Assess and communicate whether continued operations are feasible

Pro-Rated Refund Calculation (Days 31-90):

• Subscription fees refunded proportionally for each day core platform unavailable
• "Core platform functionality" = ability to list products, process sales, and access earnings
• Calculation: (Monthly subscription fee ÷ 30 days) × days unavailable
• Refunds processed within 30 days of service restoration or account closure
• Does NOT apply to service fees on completed transactions before outage

BEYOND 90 DAYS: 

If force majeure continues beyond 90 consecutive days, either party may terminate with 30 days' written notice.

Upon termination during extended force majeure: 

✓ Pro-rated subscription refunds issued for all unused periods 

✓ Seller payouts processed for all cleared, non-reserved funds within 60 days 

✓ Users receive 60-day window to export their data and content 

✓ No termination penalties or fees apply to either party 

✓ If CGD Vibes does not reasonably restore service within 120 days, users may terminate immediately without notice

Measuring "Commercially Reasonable Efforts": CGD Vibes' efforts will be deemed commercially reasonable if we:

• Expend resources proportional to the severity and duration of the disruption
• Take actions that a similarly situated platform operator would take
• Prioritize restoration of critical functions (payments, data security, user access)
• Communicate transparently about obstacles and progress
• Do not abandon restoration efforts without good cause

Users may challenge whether efforts were commercially reasonable by:

• Submitting written complaint to [email protected] with specific deficiencies
• Providing evidence of inadequate mitigation compared to industry standards
• CGD Vibes will respond within 10 business days with detailed justification of actions taken

Partial Force Majeure:

If force majeure affects only specific platform functions while core 

services remain operational:

• Subscription fees adjusted proportionally for unavailable features
• CGD Vibes will clearly communicate which services are affected
• Users not entitled to full refund if core marketplace functionality remains available (listing, purchasing, basic access)

16. INDEMNIFICATION

16.1 Seller Indemnification (Limited Scope)

Scope of Indemnification:

Sellers agree to indemnify, defend, and hold harmless CGD Vibes and its affiliates, officers, directors, employees, agents, partners, and licensors from claims that meet ALL of the following criteria:

(a) The claim directly arises from seller's content, products, services, or conduct, AND (b) The seller had control over the circumstances giving rise to the claim, AND (c) The claim does not primarily result from CGD Vibes' platform errors, negligence, or policy decisions

Sellers ARE Required to Indemnify CGD Vibes For:

Seller Content & Products:

• Your original content, products, courses, or services that you created and listed
• Product descriptions, marketing materials, and representations YOU wrote
• Intellectual property infringement where you had actual knowledge or reasonably should have known of the infringement
• Defects or safety issues in products you designed, created, or selected
• Failure to deliver products or services as YOU described them

Seller Conduct & Misrepresentation:

• Your intentional fraud, misrepresentation, or deceptive practices
• Your harassment, abuse, or violations of others' rights that you personally committed
• Your unauthorized use of third-party intellectual property in YOUR content
• Your violations of Section 10 (unauthorized refund promises)
• Your violations of professional licensing requirements applicable to YOUR services

Seller Legal Violations:

• Tax liabilities arising from YOUR failure to report income or comply with YOUR tax obligations
• Your violations of laws governing YOUR products or services (e.g., selling prohibited items)
• Your data breaches resulting from YOUR handling of customer information outside the platform

Sellers are NOT Required to Indemnify CGD Vibes For:

Platform Issues: 

✗ CGD Vibes' platform errors, bugs, or technical failures 

✗ CGD Vibes' payment processing errors or pricing display issues 

✗ CGD Vibes' refund policy decisions or enforcement actions 

✗ CGD Vibes' content moderation decisions 

✗ CGD Vibes' own negligence, misconduct, or breach of these Terms 

Third-Party & General Claims: 

✗ Frivolous claims dismissed within 90 days or where seller is found not liable 

✗ Claims where seller substantially prevails (>50% of claims dismissed or judgment in seller's favor) 

✗ Claims arising from buyer misuse of products contrary to seller's instructions 

✗ General platform-wide issues (e.g., data breach of CGD Vibes' servers) 

✗ Claims related to payment processor (Stripe) actions or failures

Shared Responsibility Claims: 

✗ Claims where both seller and CGD Vibes contributed to the issue (liability apportioned based on fault percentage)

Indemnification Caps:

For Small Sellers (Annual Sales < $10,000 USD):

• Capped at $5,000 per incident OR 100% of annual sales, whichever is LESS
• Aggregate annual cap: $10,000 across all claims

For Medium Sellers (Annual Sales $10,000 - $50,000 USD):

• Capped at $10,000 per incident OR 50% of annual sales, whichever is LESS
• Aggregate annual cap: $25,000 across all claims

For Large Sellers (Annual Sales > $50,000 USD):

• Capped at $50,000 per incident OR 25% of annual sales, whichever is LESS
• Aggregate annual cap: $100,000 across all claims

Insurance Recommendation for Large Sellers:

While not required, CGD Vibes strongly recommends that sellers with annual gross sales exceeding $50,000 USD consider obtaining appropriate business insurance coverage to protect against risks beyond the indemnification caps in these Terms.

Recommended Coverage Types:

• COMMERCIAL GENERAL LIABILITY (CGL) INSURANCE Recommended minimum: $1,000,000 per occurrence Covers: Bodily injury, property damage, personal injury claims related to your business operations Typical cost: $500-$3,000 annually depending on business size and type

• PROFESSIONAL LIABILITY / ERRORS & OMISSIONS (E&O) INSURANCE Recommended minimum: $1,000,000 per claim Covers: Claims arising from professional advice, services, or expertise you provide Relevant for: Coaches, consultants, educators, professional service providers Typical cost: $1,000-$5,000 annually

• CYBER LIABILITY INSURANCE Recommended minimum: $1,000,000 per incident Covers: Data breaches, cyber attacks, loss of customer data you collect outside platform Relevant for: Sellers who collect customer data independently (email lists, customer databases) Typical cost: $1,000-$7,500 annually

• PRODUCT LIABILITY INSURANCE Recommended minimum: $2,000,000 per occurrence Covers: Injuries or damages caused by physical products you sell Relevant for: Sellers of physical goods, especially consumables or equipment Typical cost: $500-$5,000 annually

Why Insurance Matters:

Protection Beyond Caps:

• The indemnification caps in these Terms limit your liability to CGD Vibes
• Insurance protects you against direct claims from customers or third parties
• Major claims (injury, significant damages) can exceed indemnification caps
• Insurance provides legal defense costs in addition to settlement/judgment amounts

Risk Examples:

• Customer claims injury from your fitness program → Professional Liability
• Product you sold causes allergic reaction → Product Liability
• Customer alleges defamation in your content → CGL (personal injury coverage)
• Data breach of your email list → Cyber Liability

CGD Vibes' Platform Insurance:

• CGD Vibes maintains its own insurance for platform operations
• CGD Vibes' insurance does NOT cover seller-specific liabilities
• Sellers operate as independent businesses with their own risk exposures

Not Financial Advice: This is general information only. CGD Vibes:

• Does NOT provide insurance advice or recommendations of specific insurers
• Does NOT require sellers to obtain insurance (optional but recommended)
• Suggests you consult with a licensed insurance broker about your specific needs
• Is not liable for any losses if you choose not to obtain insurance

Insurance Broker Resources:

• U.S. Sellers: Contact NFIB (www.nfib.com) or local insurance brokers
• Canadian Sellers: Contact IBC (www.ibc.ca) or provincial insurance associations
• Online platforms: Hiscox, Next Insurance, Thimble (online small business insurance)

Tax Deductibility: Business insurance premiums are typically tax-deductible as a business expense. Consult your tax advisor.

Exceptions to Caps (Unlimited Indemnification): 

Caps do NOT apply to:

• Intentional fraud or criminal conduct by seller
• Willful or knowing violations of intellectual property rights
• Violations resulting in criminal charges or convictions
• Repeated violations after written warnings (3+ violations of same issue)

Buyer Indemnification:

Buyers agree to indemnify CGD Vibes ONLY for:

• Fraudulent chargebacks or payment disputes initiated in bad faith
• Unauthorized account sharing or credential misuse
• Violations of usage terms in purchased content (e.g., unauthorized redistribution)
• Harassment or abuse of sellers or other users

Buyer indemnification is capped at the lesser of:

• $1,000 per incident, OR
• Total amount spent on CGD Vibes in the preceding 12 months

16.2 Indemnification Process

Notice Requirements:

If CGD Vibes seeks indemnification, CGD Vibes will:

• Provide written notice within 30 days of becoming aware of the claim (or as soon as reasonably practicable)
• Provide copies of relevant legal documents (complaints, demands, etc.)
• Specify the basis for indemnification under Section 16.1
• Estimate the potential liability and legal costs

SELLER INDEMNIFICATION DECISION TIMELINE: 

✓ Within 14 days of notice, seller must notify CGD Vibes whether they will: (a) assume defense, or (b) allow CGD Vibes to defend 

✓ If seller assumes defense: Must retain qualified counsel within 30 days 

✓ If seller fails to respond: CGD Vibes may assume defense, but seller's indemnification obligation limited to 50% of applicable cap (due to lack of input) 

✓ Seller may change decision if new facts emerge materially changing the case

Seller Defense Rights:

Upon receiving notice, sellers have the right to:

• Retain their own legal counsel (at seller's expense within caps)
• Participate in defense strategy discussions
• Review and approve settlement proposals
• Challenge CGD Vibes' assertion that indemnification applies

Cooperation Requirements:

Both parties agree to:

• Respond to reasonable information requests within 10 business days
• Provide relevant documents and evidence
• Make personnel available for depositions or testimony (at requesting party's expense)
• Act in good faith to minimize costs and liability

Defense Control:

Seller Control:

• For claims within indemnification caps, seller may assume defense with qualified counsel
• CGD Vibes retains right to participate with separate counsel (at CGD Vibes' expense)

CGD Vibes Control:

• For claims exceeding indemnification caps, CGD Vibes may assume exclusive defense
• CGD Vibes will consult with seller on major decisions
• Seller remains liable only up to applicable caps

Settlement Approval:

Neither party may settle without the other's written consent (not to be unreasonably withheld) if settlement:

• Requires admission of liability by the non-settling party
• Imposes ongoing obligations on the non-settling party
• Includes injunctive relief affecting the non-settling party
• Exceeds the indemnification caps

Cost Allocation:

Legal Defense Costs:

• If seller prevails (claim dismissed or judgment in seller's favor): CGD Vibes reimburses seller's reasonable legal costs up to $10,000
• If claim settles within caps: Costs split proportionally based on settlement allocation
• If seller found liable: Seller pays defense costs within applicable caps

Survival:

Indemnification obligations survive termination, but:

• Sellers are only liable for claims arising from actions taken while account was active
• Claims must be brought within 3 years of the event giving rise to the claim
• Caps apply based on seller's sales tier at the time of the underlying conduct

17. TERM, SUSPENSION & TERMINATION

17.1 Term

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

17.2 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

17.3 Termination or Suspension by CGD Vibes

CGD Vibes may suspend, restrict, or terminate your account:

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

Termination Notice Periods:

CGD Vibes will provide advance notice before discretionary termination based on your seller tier:

TIER 1 - IMMEDIATE TERMINATION (No Notice): Only for:

• Fraud, criminal activity, or child exploitation material (zero tolerance)
• Chargeback rate >1% or refund rate >5%
• Court orders or legal requirements
• Material breach of Section 10 (unauthorized refund promises)
• Immediate safety threats or ongoing harm to users

TIER 2 - 7-DAY NOTICE: For sellers who:

• Have been active for <6 months, OR
• Gross sales <$5,000 in preceding 12 months, OR
• Failed to complete required verification within deadlines, OR
• Repeatedly violated content policies (3+ violations in 6 months)

TIER 3 - 30-DAY NOTICE: For sellers who:

• Have been active for 6+ months, AND
• Gross sales ≥$5,000 in preceding 12 months, AND
• Completed all required verification, AND
• Do not fall under Tier 1 (immediate termination) criteria

TIER 4 - 60-DAY NOTICE: For "Established Sellers" who:

• Have been active for 12+ consecutive months, AND
• Gross sales >$20,000 USD in preceding 12 months, AND
• Chargeback rate <0.5% for preceding 6 months, AND
• Refund rate <2% for preceding 6 months, AND
• Do not fall under Tier 1 (immediate termination) criteria

During the notice period:

• You may continue operating normally OR voluntarily close your account
• New sales may be restricted at CGD Vibes' discretion
• Pending payouts will be processed according to standard schedule
• You retain the right to appeal (see Section 8.3 for appeal process)
• Users will retain access to their purchased content per our standard policy
• Notice includes: reason for termination, effective date, appeal rights
• During notice period: Seller may continue operations OR voluntarily close
• New sales may be restricted during notice period
• Pending payouts processed according to standard schedule
• User access to purchased content maintained per policy

Appeal Process:

1. Submit written appeal within 14 days of notice
2. Include: explanation, corrective action plan, supporting evidence
3. CGD Vibes reviews within 7 business days
4. Decision final (except where mandatory law provides additional rights)

Exception – Immediate Termination Still Applies For:

• Fraud or illegal activity
• Immediate safety threats
• Court orders or legal requirements
• Material breach of Sections 10 (refund communication), 11 (prohibited conduct)
• Chargeback rate >1% or refund rate >5%

Non-Qualifying Accounts:

Sellers who do not meet the criteria above may be terminated at CGD Vibes' discretion with or without notice, subject to applicable law.

17.4 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 in Section 12.7)
• 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
• Withholding of payouts limited to:
• • Actual damages owed to CGD Vibes
  • Outstanding refund obligations
  • Unpaid fees or charges
• Any remaining funds after offsets paid within 90 days of final accounting
• 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 of notice)
• CGD Vibes may provide data in standard formats at its discretion

17.5 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 provisions
• Governing law and jurisdiction
• Audit and cooperation obligations
• Any provisions that by their nature should survive

18. DISPUTE RESOLUTION

18.1 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.

18.2 Informal Negotiation Requirement

Before initiating formal dispute resolution, 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 formal dispute resolution only if informal resolution fails

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

18.3 Arbitration (Non-Canadian Users)

APPLICABILITY: 

This arbitration agreement applies ONLY to users who meet ALL of the following: 

1. Primary billing address outside Canada, AND 
2. Primary residence outside Canada at the time of account creation, AND 
3. Not a Quebec consumer (as defined below)

EXCEPTION - Quebec Consumers: If you are a Quebec consumer, you are NOT subject to arbitration regardless of your billing address or current location.

Definition: "Quebec Consumer" A Quebec consumer is any person who:

• Resides in Quebec at the time of account creation, OR
• Resided in Quebec when the contract was formed, AND
• Purchases products or services for personal, family, or household purposes (not commercial use)

If you meet the definition above, you retain ALL rights under Quebec's Consumer Protection Act, including the right to bring legal action in Quebec courts. Nothing in these Terms requires you to waive or limit these rights.

18.4 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

IMPORTANT NOTICE ABOUT CLASS ACTIONS: By agreeing to these Terms, you agree to resolve disputes individually, not as part of a class action. This means you cannot join with other users in a class action lawsuit against CGD Vibes. However, if you are in a jurisdiction where class action waivers are unenforceable, this waiver does not apply to you and you retain your right to participate in class proceedings.

18.5 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.

Class Action Waiver Severability:

If this class action waiver is found unenforceable for any claim or jurisdiction:

1. SEVERABILITY: That specific claim will be severed from the arbitration agreement and must proceed in court (not arbitration)
2. REMAINING ARBITRATION: The arbitration agreement remains enforceable for all other claims not subject to the unenforceable waiver
3. CLASS PROCEEDINGS VENUE: If class or representative proceedings are permitted, they must be brought exclusively in the courts of Montréal, Quebec, Canada
4. OTHER PROVISIONS SURVIVE: All other provisions of these Terms remain in full force and effect

Geographic Limitations of Class Action Waiver:

This class action waiver does NOT apply and users retain their rights to participate in class actions in jurisdictions where:

• Consumer protection law prohibits class action waivers, OR
• Courts have held such waivers unenforceable for consumer contracts, OR
• Mandatory law requires availability of collective redress mechanisms

Known Jurisdictions with Limitations:

• European Union: Consumers may have rights to collective redress under EU law
• Quebec, Canada: Class action waivers subject to scrutiny under Quebec Consumer Protection Act
• California, USA: Subject to case-by-case review under state consumer protection law

In such jurisdictions, users retain all rights provided by local law, and nothing in these Terms waives or limits those rights.

Opt-Out Reminder: As stated in Section 18.6, you may opt out of the entire arbitration agreement (including this class action waiver) by sending written notice within 30 days of first accepting these Terms to: [email protected]

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

You may opt out of the arbitration agreement by sending written notice within 60 days of first accepting these Terms.

OPT-OUT NOTICE: You are not required to arbitrate disputes with CGD Vibes. You have the right to opt out of this arbitration agreement by emailing [email protected] within 60 days. If you opt out, disputes will be resolved in court.

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 18.8
• Class action waiver still applies
• All other Terms remain in effect

18.7 Canadian Users & Quebec Consumers

APPLICABILITY:

This section applies to users who meet ANY of the following:

• (a) Primary billing address in Canada, OR
• (b) Primary residence in Canada at time of account creation, OR
• (c) Quebec consumer (regardless of current location)

Litigation in Quebec Courts:

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.

Quebec Consumer Protection:

For Quebec consumers (as defined in Section 18.3 – any person who resides or resided in Quebec at the time of account creation AND purchases for personal, family, or household purposes, not commercial use):

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.

18.8 Jurisdictional Dispute Resolution

If there is uncertainty about which dispute resolution mechanism applies:

1. User may elect litigation in their home jurisdiction's courts
2. CGD Vibes may request jurisdictional determination from court before proceeding
3. Burden is on CGD Vibes to prove arbitration agreement applies
4. Courts apply contra proferentem (construe ambiguity against drafter)

18.9 Modifications 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.

19. GENERAL PROVISIONS

19.1 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.

19.2 Document Hierarchy

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

1. These Terms of Service
2. Refund Policy
3. Seller Payment & Payout Guide
4. Privacy Policy
5. Community Guidelines
6. Other policies, guides, or FAQs

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

19.3 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

Geographic Severability: If a provision is unenforceable in a specific jurisdiction, it remains enforceable elsewhere.

Temporal Severability: If a provision becomes unenforceable due to law change, parties will negotiate a substitute in good faith.

19.4 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

19.5 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.

19.6 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)

19.7 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.

19.8 Language

Generally:

• English version is authoritative for interpretation and enforcement
• Translations provided for convenience only
• In case of conflict, English version governs EXCEPT as noted below

Quebec Consumers:

For users who meet BOTH criteria:

• (a) Resident of Quebec at time of transaction, AND
• (b) Purchasing for personal, family, or household purposes (not commercial use)

The following language rules apply: 

✓ French version (if provided) governs where required by Quebec's Charter of the French Language (Bill 101)
✓ If French version unavailable, English version provided is for information only
✓ Quebec consumer may request French version at any time
✓ CGD Vibes will provide certified French translation within 30 days of request

Language Complaints:

Quebec consumers may file complaints with:

• Office québécois de la langue française (OQLF)
• Office de la protection du consommateur (OPC)

Non-Consumer Transactions:

For commercial/business transactions (B2B):

• Parties may agree to English language for contracts
• Bill 101 commercial exceptions apply
• Agreement to English Terms constitutes language choice

Current Availability:

French version of these Terms:

To request French version: [email protected] with subject "Demande de version française"

Commitment:

CGD Vibes commits to maintaining substantively equivalent English and French versions where French is legally required. Any material discrepancies will be resolved in favor of consumer protection and Quebec language laws.

19.9 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; "must" or "shall" indicates obligation

19.10 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

19.11 Notice Requirements

Notices to CGD Vibes must be sent to:

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

Mailing Address:
N.W. Marketing Inc.  

c/o CGD Vibes  

204 rue du Saint-Sacrement, Espace 300  

Montréal, Québec, Canada  

H2Y 1W8

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.

19.12 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.

19.13 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

19.14 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.

19.15 Updates to These Terms

Non-Material Changes:

Changes that do not adversely affect user rights become effective immediately upon posting. Examples include:

• Clarifications of existing terms
• Updates to contact information
• Addition of new features or services
• Corrections of typos or formatting
• Updates to examples or illustrations

Material Changes:

Changes that materially affect user rights, obligations, or platform functionality become effective 60 days after notice, with the following exceptions:

ENHANCED NOTICE FOR SIGNIFICANT CHANGES: 

For changes affecting payment terms, limitation of liability, dispute resolution, or indemnification: 

✓ 60-day advance notice (not 30 days) 

✓ Prominent dashboard notification until acknowledged 

✓ Email with "ACTION REQUIRED" subject line 

✓ Summary of changes in plain language 

✓ Comparison table (old vs. new terms) 

✓ Right to close account and receive final payout without penalty

If you do not affirmatively accept significant changes: 

✓ Prior Terms continue to govern your account 

✓ You may continue using the platform under prior Terms for 90 days 

✓ After 90 days, you must either accept new Terms or close account

Examples include:

• Increases in fees or subscription prices
• Changes to refund policies
• Modifications to arbitration provisions
• New restrictions on seller activities
• Changes to payout terms or schedules
• Modifications to limitation of liability

Notice Requirements:

For material changes, CGD Vibes will provide: ✓ Email notice to account email address

✓ Prominent notice on platform dashboard
✓ Summary of changes and effective date
✓ Link to full updated Terms

Your Options:

Before effective date of material changes, you may:

1. Continue using the platform (constitutes acceptance after effective date), OR
2. Reject changes by closing your account before effective date

If you close your account before effective date:

• Prior Terms continue to govern through closure process
• Final payout under prior Terms if applicable
• No penalty for rejecting changes

Continued Use = Acceptance:

Using the platform after the 30-day notice period constitutes acceptance of updated Terms.

Exception – Immediate Effectiveness:

Changes may take effect immediately (without 30-day notice) if:

• Required by law or regulation
• Necessary to address urgent security vulnerability
• Court order or legal requirement
• Addition of new optional features that don't affect existing terms

20. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms:

General & Legal Inquiries: Email: [email protected]

For specific matters, please use these subject lines:

• General questions: "Terms of Service Question"
• Legal notices: "Legal Notice - Terms of Service"
• Payout hold appeals: "Appeal - Payout Hold"
• Reserve policy appeals: "Reserve Appeal"
• DMCA copyright notices: "DMCA Copyright Notice"
• Dispute resolution: "Dispute Notice"
• Arbitration opt-out: "Arbitration Opt-Out"

Mailing Address:
N.W. Marketing Inc.  

Attn: Question sur les Conditions d'utilisation

c/o CGD Vibes  

204 rue du Saint-Sacrement, Espace 300  

Montréal, Québec, Canada  

H2Y 1W8

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 dispute resolution 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
• Community Guidelines

Additional Information:

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

Platform Pages:

• Pricing
• About Us
• Contact