PURO CANADA INC.
TERMS AND CONDITIONS OF USE OF NUTROZ WEBSITE AND SALE OF PRODUCTS
Last Updated: [September 17, 2021]
“You” (and all of its derivations) means you individually, and any person acting as your agent, under your authority, or with your permission, and if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. If you are accessing the Services or purchasing Products on behalf of an entity, you hereby agree to these Terms on your behalf and on behalf of such entity. You represent and warrant that you are: (a) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract) and (b) capable of entering into a legally binding agreement; provided however, that if you are under 18 years old, then “You” includes your custodial parent or legal guardian, and you may use the Services, including for the purchase of Products, only under the supervision of such parent or legal guardian who agrees to be bound by these Terms.
PLEASE READ: THESE TERMS CONTAIN A MANDATORY ARBITRATION AGREEMENT REQUIRING ANY DISPUTE BETWEEN YOU AND COMPANY, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT FOLLOWING THE OPT-OUT PROCEDURES IN SECTION 1 BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPRESSLY AGREE TO THE MANDATORY ARBITRATION AGREEMENT.
1. BINDING ARBITRATION & CLASS ACTION WAIVER
1.1 Mandatory Binding Arbitration. By agreeing to these Terms, you agree that all disputes, causes of action, or claims arising out of, in connection with, or related to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), shall be finally settled by binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), and not in a court of law in any jurisdiction, and not in a class, representative, or consolidated action or proceeding, as further set forth below. You and Company agree that one (1) arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Judgment of the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction as necessary to protect Company’s rights or its property or the rights or property of its agents, suppliers and subcontractors.
1.2 Class Action Waiver. You acknowledge and agree that you and Company are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class, representative, or consolidated action or proceeding. Unless both you and Company agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this Section 1.2 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement set forth in this Section 1 shall be deemed null and void in its entirety, and you and Company shall be deemed to have not agreed to arbitrate disputes on a class basis. Notwithstanding your and Company’s agreement to resolve all Disputes through arbitration, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright rights, trade secrets, patents, or other intellectual property rights.
1.3 Opt-Out Procedures. You can choose to reject this Arbitration Agreement by sending Company a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms, by email at firstname.lastname@example.org or by mail at Puro Canada Inc., 11 Centennial Drive, Penetanguishene, Ontario, L9M 1G8, Canada. If mailed, the Opt-Out Notice must be post-marked no later than thirty (30) days following the date you first agree to these Terms. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may enter with Company.
1.4 Rules, Procedures & Governing Law.
(a) The arbitration will be administered by AAA under its Consumer Arbitration Rules and any supplementary rules then in effect (the “AAA Rules”), except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling the AAA at (800) 778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. Notwithstanding any choice of law or other provision in the Terms, you and Company agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement of proceedings pursuant thereto. It is the intent of you and Company that the AAA Rules and FAA shall preempt all state laws to the fullest extent permitted by law. If the AAA Rules and FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of New York, without regard to its choice or conflict of law provisions.
(b) A party who wishes to start arbitration must submit a written Demand for Arbitration to the AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. You can contact the AAA for more information on how to commence an arbitration proceeding at www.adr.org or (800) 778-7879.
(c) For claims under $10,000, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. If your claim is at or above $10,000, your right to a hearing will be determined by the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s applicable rules. Company will reimburse those fees for claims totaling less than $10,000, unless the arbitrator finds your Dispute frivolous.
1.5 Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 1, if Company changes any of the terms of this Section 1 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending Company a written notice of such rejection within thirty (30) days of the of the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at email@example.com or by mail to Puro Canada Inc., 11 Centennial Drive, Penetanguishene, Ontario, L9M 1G8, Canada. In order to be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and Company in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to these Terms (or to any subsequent changes to these Terms).
You may choose to register for an account (“Account”) but are not required to do so to purchase Products. When registering for an Account, you must (a) provide true, accurate, and complete information and (b) establish a username and a password. You must maintain and promptly update such information so that it is current at all times. You are responsible for keeping your Account password confidential and secured and for all activities that occur through your Account, whether or not you have authorized them. You will immediately notify us of any unauthorized use of your password or Account or any other breach of security. We will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms or from any activities that occur through your Account.
The price charged for a Product will be the price advertised on the Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. All prices, discounts, and promotions posted on the Site are subject to change without notice. A discount or promotion is only applicable to an order if it is in place when Company has accepted the order for the applicable Product. Promotional offers are subject to local law and are void where prohibited. The sales tax for Products ordered through the Site will be based on the applicable state sales tax rate of the location to which the order is being shipped.
4. ORDER AND PAYMENT TERMS
4.1 By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products set forth in the applicable order, along with all shipping and handling charges and applicable taxes. You will not be charged for your order until it is shipped.
4.2 Payment must be authorized by the applicable payment service provider prior to acceptance of each order. We accept payment via Visa, MasterCard, or ACH. We may also add or remove payment methods and change credit or payment terms with respect to you or in general at any time in our sole discretion.
4.3 You represent and warrant that you have the right to use the payment method that you provide to us. By providing information regarding your payment method to us, you hereby authorize us to store and use that payment method for purchases made through your Account.
4.4 After you place an order, you will receive a confirmation of receipt of your order. You acknowledge and agree that confirmation of receipt of your order does not mean that your order has been accepted. If your order is not accepted or is otherwise cancelled, we will use commercially reasonable efforts to promptly notify you. Company reserves the right to refuse or cancel an order for any reason, including pricing or availability errors, and may also limit the quantity of items purchased per order, per address, or per Account for any reason, even after you have received an order confirmation,. Acceptance of orders is expressly conditioned on your agreement to, and compliance with, these Terms.
4.5 If your payment method has already been charged for the purchase and your order is cancelled, Company will issue a credit to your credit card (or other applicable payment account) in the amount of the charge. The policies of the provider of your payment method will dictate when this amount is credited to your account.
5. SHIPPING AND DELIVERY
5.1 Company will arrange for shipment of the Products to the address that you designate in the order, so long as that address is complete and complies with Company’s shipping and delivery policies. All scheduled shipment and delivery dates are estimates only and cannot be guaranteed. Company will not be liable for any loss, damage, or expense resulting from any delay in shipment or delivery. Title to and risk of loss for Products pass to you upon Company’s transfer of the Products to the carrier for shipment.
5.2 For orders that have already been shipped, you can confirm the date and method of shipment, the estimated date of arrival, and the tracking number. You will not be provided reimbursement for shipping and handling charges once the order has entered the shipping process.
6. REFUND POLICY.
Please see Company’s return policy at for Company’s terms and conditions for refunds.
8. PRODUCT USE AND MAINTENANCE
8.1 Instructions for Use. You must follow all of the instructions for the use of each Product set forth in its user manual (the “User Manual”). The User Manuals for all Products can be viewed and downloaded here.
8.2 License. So long as You comply with these Terms, Company grants You a limited, non-exclusive, as-is, revocable, non-transferable license, without right of sublicense, to use the software incorporated in the Nutroz Product You have purchased solely for Your personal use (the “Nutroz Software”). You may not use the Nutroz Software for any purpose other than as set forth in these Terms. Without limitation of the foregoing, You will not (and will not permit any third party to): (a) interfere or attempt to interfere with the proper working of the Nutroz Software; (b) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the Nutroz Software or make or attempt to make any modification to the Nutroz Software; (c) modify, translate, or otherwise create derivative works of the Nutroz Software; or (d) sell, resell, copy, rent, lease, loan, distribute, or charge any party for access to or use of the Nutroz Software.
8.3 Maintenance. You must follow the recommended maintenance schedules and procedures for each Product set forth in its User Manual. Company does not assume liability for your misuse of the Products or failure to maintain them or have them repaired.
9.1 The Services make available Product-related and other content (“Content”). Content may include Product descriptions, pricing, images, listings, and health information. Company makes no representations or warranties as to the accuracy, completeness, reliability, or validity of any Content or that Content is up-to-date or error-free. [Product comparisons do not imply that all Products compared are available, or in the case of functional equivalency, that their performance or other characteristics are exactly comparable.] CONTENT, INCLUDING PRICES AND AVAILABILITY OF PRODUCTS, IS SUBJECT TO CHANGE WITHOUT NOTICE.
9.2 Health and wellness information provided through the Services or in a Product’s User Manual is for informational purposes only and may contain errors. Content and statements regarding Products have not been evaluated by the U.S. Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or health condition. Always read the labels, warnings, directions, and other information set forth in the Product’s User Manual before using that Product. Reliance on any information provided by or otherwise appearing on the Site or in a Product’s User Manual is solely at your own risk.
10. INTELLECTUAL PROPERTY
As between you and Company, Company owns and retains all right, title, and interest, including all intellectual property rights, in and to the Services, all Content, and all names, trademarks, service marks, logos, and other indicia of Company or its licensors or third party partners used in connection with the Services or the Products (the “Company Trademarks”). You have no right to use any Company Trademark in any manner without the advance written permission of the owner of such Company Trademark. Company reserves all rights not expressly granted to you in these Terms.
11. YOUR CONDUCT
You are responsible for all of your activity on the Site and may not use the Site for any purpose other than as set forth in these Terms. Any conduct by you that, in our sole discretion, restricts or inhibits any other user from using or enjoying the Site will not be permitted. Without limitation of the foregoing, you will not (and will not permit any third party to): (a) take any action that you know is false, misleading, untruthful, or inaccurate; (b) use the Site or any Content in connection with any fraudulent or illegal conduct, transaction, or business; (c) “spam” others or “phish” for others’ personal information; (d) use the Site in a manner that is unlawful, abusive, harassing, defamatory, libelous, profane, threatening, invasive of a person’s privacy, violative of any third party proprietary rights, tortious, or is otherwise inappropriate; (e) use the Site to transmit software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, obtain unauthorized access to, or interfere with the proper function of the Site or any other software, hardware, or telecommunications equipment; (f) take any action that imposes or may impose (as determined by Company in its sole discretion) an unreasonable or disproportionately large load on Company’s (or its third party providers’) infrastructure; (g) interfere or attempt to interfere with the proper working of the Site; (h) bypass, circumvent, or attempt to bypass or circumvent any measures Company may use to prevent or restrict access to the Site or other accounts, computer systems, or networks connected thereto; (i) frame or mirror any portion of the Site or incorporate any portion of the Site into any product or service; (j) use meta tags or any other “hidden text” using any Company Trademark; (k) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the Site or make or attempt to make any modification to the Site, except to the limited extent applicable laws specifically prohibit such restriction; (l) modify, translate, or otherwise create derivative works of the Site; (m) sell, resell, copy, rent, lease, loan, distribute, or charge any party for access to the Site; (n) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access the Site; or (o) act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party.
We may elect, but have no obligation, to electronically monitor the Site and may disclose any content, records, or electronic communication of any kind: (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Site; or (iii) to protect our rights or property or the rights of others.
We welcome your feedback about the Services and our Products. However, you acknowledge and agree that any suggestions, ideas, or comments you provide to Company (“Feedback”) are Company’s sole and exclusive property without the provision of any compensation to you. Company may, in its sole discretion, use such Feedback for any purpose without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you. You hereby assign to Company all of your right, title, and interest in your Feedback, including all intellectual property rights therein.
13. THIRD PARTY LINKS
14. WARRANTY AND DISCLAIMER OF WARRANTIES
14.1 Limited Product Warranty. Company warrants to you that each Product you purchase through the Site will be free from material defects in workmanship and materials for a period of one (1) year after the date of purchase, irrespective of when use of the Product commences, subject to compliance with the use, service, and other conditions specified in this Limited Product Warranty Statement, the User Manual and in any service communications (such warranty, the “Product Warranty”). If the Product fails to conform to this warranty, as your sole remedy and as Company’s sole obligation, Company will, at its option, replace or refurbish the nonconforming Product at no charge to you. Company’s total liability for such replacement of the refurbishment shall not exceed the original manufacturer’s recommended selling price of the Product. The warranty period for any Product repaired or replaced under this warranty shall be the remainder of the original warranty period. Additional terms of the Product Warranty are available here, and expressly incorporated into this agreement. This warranty gives you specific legal rights, and you may also have other rights which vary from State to State.
14.2 Exclusions: The Product Warranty does not apply to any nonconformity, defect, or nonoperation resulting from: (a) use of the Product in a manner not in accordance with its User Manual; (b) your negligence; (c) normal wear and tear; (d) operation outside the environmental parameters specified for the Product in the User Manual; (e) modifications, repairs, or alterations not performed or authorized by Company or its authorized service providers; (f) improper or inadequate maintenance, storage, or repair (including, without limitation, exposure to water, the elements, or due to outside storage); (g) misuse, abuse, tampering, abnormal usage, alteration or modification, or accident (including, without limitation, by dropping the Product or damage in transmit by you), or (h) electrical surges, power failures, fires, flood, or other acts of God. This warranty does not cover a Product with altered, defaced, or removed serial numbers. This warranty also does not cover filter kits or any other part of the Product that is, by its nature, meant to be consumed in the operation of the Product.
IMPORTANT: COMPANY-SOLD FILTER KITS FOR THE PRODUCT ENSURE AUTHENTICITY AND PROPER FUNCTIONING. For purchases from an online marketplace, such as Amazon, please check “sold by” Puro Canada Inc. before making your purchase. Authentic Puro Canada Inc. filter kits contain technology required for safe use of the Device. THIS WARRANTY DOES NOT COVER DAMAGE CAUSED BY USE WITH A FILTER KIT NOT PURCHASED FROM THE COMPANY OR NOT REPLACED IN ACCORDANCE WITH USAGE INSTRUCTIONS.
This warranty applies to Products sold to consumers in the USA for residential use only.
In the event that the one-time manual emergency release has been activated on the Device, this warranty will be voided except in the event that the emergency release was activated as a result of a claim that is covered by this warranty.
Company will not reimburse you for any expenses incurred by you in replacing or refurbishing any defective Product or part, except for those incurred with Company’s prior written permission. This warranty covers replacement parts and labor ONLY; travel, lost revenue, and down time are not covered.
14.3 Warranty Claim Process: To initiate a warranty claim, you must first contact Company by email at [insert email address] or call +1 (888) 708-7876. Company will then determine, in its sole discretion, whether or not the warranty applies. If it is determined that the warranty applies, Company will provide a Return Authorization number and further instructions on returning the Product for warranty service. CODs are not accepted. Original shipping fees and shipping fees for sending the defective Product to Company are non-refundable. Company will pay the shipping costs to return the Product to you.
14.4 Disclaimer. Except for the Product Warranty expressly set forth in Section 14.1, the SERVICES, THE CONTENT, AND THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE. COMPANY AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT THE SERVICES, THE CONTENT, OR ANY PRODUCT WILL: (A) MEET YOUR REQUIREMENTS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE SERVICES AND ANY PRODUCTS YOU PURCHASE ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS. YOU ASSUME AND ACCEPT ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES AND ANY PRODUCTS YOU PURCHASE.
14.5 Medical Advice Disclaimer.
(a) NO CONTENT PROVIDED THROUGH THE SERVICES OR IN ANY USER MANUAL RELATED TO HEALTH OR WELLNESS IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU RELY ON SUCH CONTENT SOLELY AT YOUR OWN RISK.
(b) THE PRODUCTS ARE NOT INTENDED FOR USE IN THE TREATMENT OR MANAGEMENT OF ANY DISEASES OR CONDITIONS AND SHOULD IN NO WAY BE CONSIDERED A REPLACEMENT FOR MEDICAL ADVICE AND ACTION IN ORDER TO CURE, TREAT, OR PREVENT DISEASES OF ANY NATURE. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR MEDICAL OR HEALTH SITUATION.
15. LIMITATION OF LIABILITY
15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF LAW (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR FOR ANY DAMAGES FOR LOSS OF BUSINESS, LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF REVENUES, PROFITS, OR GOODWILL (COLLECTIVELY, “INDIRECT DAMAGES”) OR FOR ANY DIRECT DAMAGES ARISING OUT OF: (a) THE USE OR THE INABILITY TO USE THE SERVICES OR (b) ANY TRANSACTION CONDUCTED THROUGH THE SERVICES, INCLUDING IN EACH CASE, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DELAY, THEFT, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF LAW (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PRODUCT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY’S MAXIMUM LIABILITY TO YOU ARISING UNDER THESE TERMS OR IN CONNECTION WITH YOUR USE OF THE SERVICES, PURCHASE OF PRODUCTS THROUGH THE SITE, OR USE OF PRODUCTS (WHETHER THE CLAIM IS BASED IN CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED (a) IF YOU PURCHASED ONE OR MORE PRODUCTS THROUGH THE SITE, THE TOTAL AMOUNT YOU PAID TO COMPANY FOR SUCH PRODUCTS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (b) IF YOU DID NOT PURCHASE A PRODUCT, FIFTY DOLLARS ($50).
15.4 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR LIMITATION OF LIABILITY, SO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS AND THE EXTENT OF COMPANY’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
You will indemnify and hold harmless Company and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, liabilities, losses, damages, injuries, losses, causes of action, fines, and expenses (including legal and other professional fees and costs of investigation) that arise from or relate to: (a) your use or misuse of the Product or any Service or (b) your violation of law, these Terms, or any third party rights, including the misappropriation, violation, or infringement of any intellectual property, privacy, or other rights of any person or entity.
Company may, in its sole discretion, change, modify, or replace these Terms at any time by posting a notice on the Site or by other means of electronic communication, and such modifications will become effective immediately. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of the updated Terms, and the updated Terms will apply to your continued use of the Services going forward. Your use of the Services and your purchase of Products is subject to the Terms in effect at the time of such use or purchase.
Company may terminate your Account or access to and use of all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. You are personally liable for any orders that you place or charges that you incur prior to termination. You may terminate these Terms at any time by discontinuing your use of the Site. You may delete your Account, either directly or through a request made to firstname.lastname@example.org but you will no longer be able to purchase Products through the Site. Upon any termination of these Terms, the following provisions will survive, together with all other provisions which by their plain meaning are intended to survive: 1, 6 through 16, 18, and 20.
19. COMPLIANCE WITH LAW
You will comply with all applicable federal, state, and local laws, rules, regulations, directives, and governmental requirements relating to your use of the Services and purchase of Products. If you are prohibited under applicable law from using the Services or from purchasing a Product, you may not do so. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
20.1 Entire Agreement. These Terms, including all policies referenced herein, and, with respect to each Product you purchase, the applicable User Manual, constitute the entire agreement between you and Company with respect to the subject matter hereof and supersede all previous oral or written agreements or understandings between you and Company with respect to thereto.
20.2 Severability. If any provision of these Terms, or any portion thereof, is found to be illegal, unenforceable, or invalid, such provision or portion will not affect the validity, legality, and enforceability of the remaining provisions in these Terms and will be replaced by a valid, legal, and enforceable provision that comes closest to the parties’ intent underlying the invalid, illegal, or unenforceable provision.
20.3 Force Majeure. Company will not be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including acts of God, flooding or other natural disaster, pandemics, quarantines, orders or actions of or by a government entity or body, or mechanical, electronic, or communications failure or degradation.
20.4 Assignment. These Terms are personal to you and are not assignable, transferable, or sublicensable by you except with Company’s prior written consent. Company may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section 20.4 is null and void.
20.5 Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect.
20.6 Notices and Questions. Unless otherwise specified in these Terms, (a) any notices provided by us may be made by an updated posting on the Site or by mail or email to the most recent address or email address associated with your Account and (b) all notices under these Terms must be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
You may contact Company at the following address:
Address: 11 Centennial Drive
L9M 1G8, Canada
Telephone: 1 (888) 708-7876
You agree that any notices, agreements, disclosures, or other communications that Company sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in any email to us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.
20.7 No Waiver. A party’s failure to enforce any part of these Terms will not constitute a waiver of such party’s right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that Company will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, Company must provide you with written notice of such waiver through a Company authorized representative.
20.8 Governing Law and Jurisdiction. Your access to and use of the Services and these Terms will be governed by and construed in accordance with the laws of the state of New York, without reference to its conflicts of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
20.9 Headings; Interpretation. The headings identifying the various sections and subsections of these Terms are for reference only and do not define, modify, expand, or limit any of the terms or provisions herein. For purposes of these Terms: (a) the words “include,” “includes”, and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example”, “e.g.”, and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to these Terms as a whole; and (e) the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language
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