Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Nazzela Inc. ("Nazzela," "we," "us," or "our"), a Canadian corporation with its registered office at 9322 Jasper Avenue NW, Edmonton, AB, T5H 3T5, Canada. They govern your access to and use of the Nazzela website at nazzela.com, the Nazzela mobile applications, the NAT-token wallet, gift cards, grocery store, secure chat, and any related services we provide (collectively, the "Service"). By creating an account or using the Service you confirm that you have read, understood, and agreed to these Terms and to our Privacy Policy.

1. Eligibility

You must be at least eighteen (18) years old, or the age of majority in your jurisdiction if higher, to create a Nazzela account, hold a NAT-token balance, or transact on the marketplace. Users between thirteen (13) and seventeen (17) may use limited features with the verified consent of a parent or guardian who agrees to be bound by these Terms on their behalf. You must have the legal capacity to enter into a binding contract and not be barred from using the Service under the laws of Canada, your country of residence, or any other applicable jurisdiction.

2. Your Account

You agree to provide accurate, current, and complete information when you register and to keep that information up to date. You are responsible for all activity that occurs under your account, for safeguarding your password, and for enabling the two-factor authentication required for payouts above 100 NAT. Notify us immediately at support@nazzela.com if you suspect unauthorized access. You may not transfer, sell, or share your account with anyone else.

3. The Service

Nazzela is a community-driven platform that connects buyers, sellers, partner merchants, and grocery suppliers within local neighborhoods. We provide the technology that powers listings, smart search, geolocated discovery, secure chat, QR-code checkout, payment processing through third-party providers, delivery coordination, gift cards, and the NAT-token rewards program. Unless we expressly state otherwise, Nazzela acts only as a venue: we are not the buyer, seller, or manufacturer of the items and services listed by users or partner merchants, and we do not guarantee their quality, safety, or legality.

4. Listings, Purchases, and Deliveries

Sellers are responsible for the accuracy of their listings, for owning or having the right to sell the items they post, and for delivering them as described. Buyers are responsible for reviewing listings, communicating with sellers, paying the listed price plus any applicable taxes, fees, and shipping charges, and confirming receipt. Grocery orders fulfilled by Nazzela or its partner stores are subject to product availability, substitution rules disclosed at checkout, and delivery windows shown in the app. Risk of loss for marketplace items transfers to the buyer when the seller hands the item to the carrier or, for in-person pickups, when the buyer scans the QR code that releases the transaction.

5. Payments, Fees, and Taxes

Payments are processed through third-party providers such as Stripe and Whish Money. By submitting a payment you authorize Nazzela and its processors to charge your selected payment method for the full order amount, including platform fees, applicable sales taxes (GST/HST in Canada, VAT or sales tax elsewhere), and delivery charges shown at checkout. Sellers receive their payout, net of a service fee disclosed in the seller dashboard, within seven (7) business days of a successful transaction. We may withhold payouts pending fraud review or dispute resolution. Fees may change with thirty (30) days' notice.

6. NAT Tokens

NAT is a loyalty reward issued by Nazzela for verified activity on the Service: completing purchases, referring friends (the referrer earns 35 NAT and the new user earns 50 NAT once the referred account completes its first verified transaction), redeeming partner offers, and other promotions we run from time to time. NAT tokens are not a cryptocurrency, security, electronic money, or legal tender, and they have no value outside the Nazzela ecosystem. You may redeem NAT for eligible items, services, gift cards, and discounts within the app at the conversion rate displayed at the time of redemption. NAT balances are non-transferable except where the app explicitly supports it, are not redeemable for cash, are forfeited if your account is closed for a breach of these Terms, and expire eighteen (18) months after the last earning or redemption activity on your account, provided we have given you at least thirty (30) days' prior notice. We may adjust the earning rates, redemption values, or the catalogue of eligible rewards at any time; material changes will be announced in the app at least fourteen (14) days in advance.

7. Gift Cards

Nazzela Gift Cards are issued by Nazzela Inc. and are redeemable for eligible goods, services, and NAT-token packages within the Service. Gift cards are non-refundable except where required by law, do not expire, do not lose value over time, and may not be resold, exchanged for cash, or used to purchase other gift cards. Treat gift cards like cash: lost, stolen, or destroyed codes cannot be replaced. Province- and state-specific consumer-protection rules supersede any conflicting term in this section.

8. Acceptable Use

You agree not to use the Service to:

• List, sell, or solicit anything illegal, counterfeit, stolen, hazardous, or prohibited by our Marketplace Policies (including weapons, controlled substances, recalled goods, live animals, human remains, or sexually explicit content);
• Engage in fraud, money laundering, terrorist financing, market manipulation, or transaction laundering;
• Create fake accounts, manipulate reviews or ratings, abuse the referral program, or otherwise inflate NAT earnings through artificial activity;
• Harass, threaten, defame, or stalk other users, or share content that is hateful, sexually exploitative of minors, or that infringes another person's privacy or intellectual-property rights;
• Scrape, reverse engineer, decompile, or interfere with the Service or its underlying systems, or introduce malware, denial-of-service traffic, or any other harmful code;
• Use bots, scripts, or automated tools to access the Service except through APIs we expressly authorize; or
• Violate any applicable law, court order, or third-party right.

We may investigate suspected violations, remove offending content, freeze NAT balances pending review, withhold payouts, and refer matters to law enforcement.

9. User Content

You retain ownership of the listings, photos, reviews, messages, and other content you submit ("User Content"). By submitting User Content you grant Nazzela a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt, translate, display, and distribute it solely to operate, promote, and improve the Service. You represent that you own or have all rights necessary to grant this license and that your User Content does not infringe the rights of any third party. We may remove User Content that violates these Terms, our Marketplace Policies, or applicable law.

10. Intellectual Property

The Service, including the Nazzela name and logo, the NAT-token branding, the app's design, source code, user interface, and all related materials, is owned by Nazzela Inc. or its licensors and is protected by Canadian and international copyright, trademark, and other intellectual-property laws. We grant you a personal, limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose. All rights not expressly granted are reserved.

11. Reporting Infringement

If you believe content on the Service infringes your copyright or trademark, send a written notice to legal@nazzela.com that includes your contact details, identification of the protected work, the location of the allegedly infringing material, a good-faith statement that the use is unauthorized, a statement under penalty of perjury that the information is accurate and that you are authorized to act, and your physical or electronic signature. We will respond in accordance with Canada's Notice-and-Notice regime and, where applicable, the U.S. Digital Millennium Copyright Act.

12. Suspension and Termination

You may close your account at any time from the in-app "Account" screen. We may suspend or terminate your account, withhold NAT balances, reverse transactions, or remove listings, with or without notice, if we reasonably believe you have breached these Terms, our Marketplace Policies, or applicable law, or if your activity exposes Nazzela or other users to legal, financial, or security risk. Sections 5 (final payment obligations), 6 (forfeiture of fraudulent NAT), 9 (license to User Content already shared), 10, 13, 14, 15, 16, 17, and 18 survive termination.

13. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation. Nazzela does not warrant the quality, safety, legality, or accuracy of listings, partner-merchant offers, or grocery items, and does not guarantee that NAT-token redemption catalogues, conversion rates, or partner availability will remain unchanged.

14. Limitation of Liability

To the maximum extent permitted by law, Nazzela, its directors, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, lost goodwill, or service interruption, arising out of or related to the Service or these Terms, whether based on contract, tort, statute, or any other legal theory, even if we have been advised of the possibility of such damages. Our aggregate liability for any claim arising out of or related to the Service is limited to the greater of (a) the total amount you paid Nazzela in the twelve (12) months preceding the claim and (b) one hundred Canadian dollars (CAD 100). Nothing in this section limits liability that cannot be excluded under applicable law, including liability for fraud, gross negligence, or death or personal injury caused by our negligence.

15. Indemnification

You agree to defend, indemnify, and hold harmless Nazzela and its affiliates, officers, employees, and agents from and against any claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising out of or related to (a) your use of the Service, (b) your User Content, (c) your breach of these Terms or applicable law, or (d) your violation of any third-party right, including any intellectual-property or privacy right.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. Before filing a formal claim, you agree to contact us at legal@nazzela.com and attempt in good faith to resolve the dispute for at least thirty (30) days. Any unresolved dispute will be submitted to binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules, seated in Edmonton, Alberta, in the English language, before a single arbitrator. You and Nazzela waive any right to a jury trial and agree that claims will be brought only in an individual capacity and not as part of a class or representative action. Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect intellectual-property rights or stop unauthorized use of the Service. Consumers in jurisdictions that prohibit mandatory arbitration of consumer claims retain the rights granted by their local law.

17. Changes to the Terms

We may update these Terms from time to time. If we make material changes we will notify you by email and through an in-app banner at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may close your account before the changes take effect.

18. General

These Terms, together with the Privacy Policy and any Marketplace Policies or supplemental terms referenced from within the Service, constitute the entire agreement between you and Nazzela and supersede any prior agreements on the same subject. If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be interpreted to the maximum extent permitted by law. Our failure to enforce any right is not a waiver of that right. You may not assign these Terms without our written consent; we may assign them in connection with a corporate transaction or to an affiliate. Notices to you may be delivered through the Service, by email, or by post to the address on your account; notices to us must be sent to the address in Section 19.

19. Contact

Nazzela Inc.
9322 Jasper Avenue NW
Edmonton, AB, T5H 3T5, Canada
Support: support@nazzela.com
Legal: legal@nazzela.com
General inquiries: info@nazzela.com