TERM AND CONDITIONS

1. INTRODUCTION​

 

1.1 ACCEPTANCE OF TERMS AND CONDITIONS OF USE

 

YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO THESE GENERAL

TERMS AND CONDITIONS OF USE. CAREFULLY READ ALL OF THE FOLLOWING TERMS

AND CONDITIONS OF USE BEFORE PROCEEDING. ACCESSING THIS WEBSITE IS THE

EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE

TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF

YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE

THIS WEBSITE AND DO NOT ENQUIRE ABOUT ANY PRODUCTS AND/OR SERVICES

OFFERED FROM THIS WEBSITE OR DESCRIBED ON THIS WEBSITE.

 

THESE GENERAL TERMS AND CONDITIONS OF USE (THE “TERMS OF USE”) CONSTITUTE A LEGAL AGREEMENT

BETWEEN YOU (“YOU” AND “YOUR”) AND WELLNESS CANADA.CA(THE “COMPANY”)

GOVERNING YOUR USE OF WWW.WELLNESSCANADA.CA AND ALL ASSOCIATED WEB PAGES OWNED BY

THE COMPANY (COLLECTIVELY, THE “WEBSITE”). “WE” AND “US” MEANS BOTH YOU AND THE COMPANY. BY

ACCESSING OR USING THE WEBSITE OR OTHERWISE INDICATING YOUR CONSENT TO THESE TERMS OF USE,

YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND THE DOCUMENTS REFERRED TO HEREIN. IF YOU DO

NOT AGREE WITH OR ACCEPT ANY OF THE TERMS OF THESE TERMS OF USE, YOU SHOULD CEASE USING THE

WEBSITE IMMEDIATELY. THESE ELECTRONIC TERMS OF USE SHALL BE THE EQUIVALENT OF A WRITTEN PAPER

AGREEMENT BETWEEN US.

 

BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER

APPLICABLE LAW TO FORM A BINDING CONTRACT WITH THE COMPANY.

 

1.2 AMENDMENT OF TERMS OF USE

THESE TERMS OF USE ARE DATED, MARCH 19, 2022 THE COMPANY RESERVES THE RIGHT

IN ITS SOLE DISCRETION TO AMEND THESE TERMS OF USE FOR ANY OR NO REASON, AT ANY TIME, AND FROM

TIME TO TIME. ANY AND ALL SUCH AMENDMENTS WILL BE EFFECTIVE FROM THE DATE THEY ARE PUBLISHED

AND WILL APPLY TO ALL ACCESS TO OR CONTINUED USE OF THE WEBSITE.

 

BY CONTINUING TO USE OR ACCESS THE WEBSITE FOLLOWING SUCH AMENDMENT TO THESE TERMS OF USE YOU AGREE TO BE BOUND BY THE TERMS OF USE AS AMENDED, REGARDLESS OF WHETHER OR NOT THE COMPANY NOTIFIED YOU OF SUCH AMENDMENTS. YOU AGREE TO PERIODICALLY REVIEW THESE TERMS OF

USE IN ORDER TO BE AWARE OF ANY AMENDMENTS.

 

NO CHANGES TO THESE TERMS OF USE ARE VALID OR HAVE ANY EFFECT UNLESS AGREED TO BY THE

COMPANY IN WRITING.

 

2. YOUR USE OF AND CONDUCT ON THE WEBSITE

 

2.1 NATURE OF USE

DRAFTING NOTE: YOU MAY WANT TO TAILOR THE LIST IN THIS SECTION BY ADDING OR REMOVING PROHIBITED

USES (THE FIRST LIST) OR ADDING OR REMOVING USER REPRESENTATIONS AND WARRANTIES (THE SECOND LIST).

THE WEBSITE IS FOR YOUR PERSONAL AND NON-COMMERCIAL USE ONLY. YOU AGREE THAT YOU WILL ONLY

ACCESS OR USE THE WEBSITE FOR LAWFUL PURPOSES AND IN ACCORDANCE WITH THESE TERMS OF USE. AS A

CONDITION OF YOUR ACCESS TO AND USE OF THE WEBSITE, YOU WARRANT AND AGREE THAT YOU WILL NOT USE

OR ACCESS THE WEBSITE TO:

 

A. VIOLATE OR PROMOTE THE VIOLATION OF ANY GOVERNMENT-IMPOSED RESTRICTION OR RULE OR OF ANY

 

THIRD-PARTY’S RIGHTS;

B. IMPERSONATE ANY PERSON OR ENTITY, MISREPRESENT YOUR AFFILIATION WITH A PERSON OR ENTITY,

OR DO ANY OTHER THING OR ACT THAT BRINGS THE COMPANY, ANY OTHER USER OF THE WEBSITE, OR

ANY THIRD-PARTY INTO DISREPUTE OR CAUSES LIABILITY FOR THE COMPANY;

C. DISTRIBUTE VIRUSES, MALWARE, OR ANY OTHER TECHNOLOGIES THAT ARE MALICIOUS OR THAT MAY

HARM THE COMPANY, THE WEBSITE, OTHER USERS OF THE WEBSITE, THE COMPANY’S AFFILIATES, OR

ANY THIRD-PARTY, OR IN ANY OTHER WAY INTERFERE OR ATTEMPT TO INTERFERE WITH THE PROPER

WORKING OF THE WEBSITE;

D. REVERSE ENGINEER, DECOMPILE, COPY, MODIFY, DISTRIBUTE, TRANSMIT, LICENSE, SUBLICENSE,

DISPLAY, REVISE, PERFORM, TRANSFER, SELL, OR OTHERWISE MAKE AVAILABLE TO ANY THIRD-PARTY, OR

OTHERWISE PUBLISH, DEEPLINK, CREATE DERIVATIVE WORKS FROM OR EXPLOIT IN ANY WAY THE

WEBSITE OR ANY CONTENT ON THE WEBSITE EXCEPT AS PERMITTED BY THE COMPANY UNDER

THESE TERMS OF USE; AND

E. HARVEST OR OTHERWISE COLLECT, USE, OR DISCLOSE (INCLUDING THROUGH THE USE OF ANY ROBOT,

SPIDER, OR OTHER AUTOMATIC DEVICE, PROCESS, OR MEANS) CONTENT ON THE WEBSITE OR

PERSONAL INFORMATION ABOUT ANY OTHER USER OR USERS OF THE WEBSITE FOR ANY PURPOSE.

 

YOU FURTHER REPRESENT AND WARRANT WITH RESPECT TO ANY ACCOUNT THAT YOU MAY MAKE ON OR THROUGH

THE WEBSITE THAT:

 

F. ALL THE INFORMATION YOU PROVIDE ON OR THROUGH THE WEBSITE IS CORRECT, CURRENT, AND

COMPLETE;

 

G. ANY USERNAME, PASSWORD, OR ANY OTHER PIECE OF INFORMATION CHOSEN BY YOU, OR PROVIDED

TO YOU AS PART OF THE COMPANY’S SECURITY PROCEDURES, IF ANY, WILL BE TREATED AS

CONFIDENTIAL BY YOU AND WILL NOT BE DISCLOSED TO ANY OTHER PERSON OR ENTITY;

 

H. YOU WILL NOTIFY THE COMPANY IMMEDIATELY OF ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR

USERNAME OR PASSWORD, IF APPLICABLE, OR ANY OTHER BREACH OF SECURITY; AND

 

I. YOU WILL NOT TRANSFER YOUR ACCOUNT, IF ANY, TO ANOTHER PERSON WITHOUT THE PRIOR WRITTEN

CONSENT OF THE COMPANY.

 

2.2 USER GENERATED CONTENT

DRAFTING NOTE: YOU MAY WANT TO REVISE THIS SECTION TO ALIGN WITH YOUR INTERNAL PRACTICES FOR

MANAGING USER GENERATED CONTENT, IN PARTICULAR YOUR PRACTICES FOR MONITORING AND REMOVING

INAPPROPRIATE CONTENT.

 

YOU MAY BE ABLE TO SUBMIT, POST, PUBLISH, DISPLAY, OR OTHERWISE TRANSMIT CONTENT, MATERIAL, OR

INFORMATION TO THE WEBSITE OR TO OTHER USERS OR PERSONS THROUGH OR USING THE WEBSITE (“USER

GENERATED CONTENT”). YOU ARE ENTIRELY RESPONSIBLE FOR ALL USER GENERATED CONTENT YOU SUBMIT,

POST, PUBLISH, DISPLAY, OR OTHERWISE TRANSMIT ON OR THROUGH THE WEBSITE. THE COMPANY IS NOT

RESPONSIBLE OR LEGALLY LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OF ANY USER GENERATED

CONTENT SUBMITTED, POSTED, PUBLISHED, DISPLAYED, OR OTHERWISE TRANSMITTED ON OR THROUGH THE

WEBSITE BY YOU OR ANY OTHER USER OF THE WEBSITE. ANY AND ALL USER GENERATED CONTENT MUST

COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, AND THESE TERMS OF USE.

 

USER GENERATED CONTENT MAY BE REMOVED, HIDDEN, EDITED, OR OTHERWISE ALTERED AT THE SOLE

DISCRETION OF THE COMPANY FOR ANY OR NO REASON, WITH OR WITHOUT NOTICE, AND AT ANY TIME.

HOWEVER, THE COMPANY HAS NO OBLIGATION, NOR ANY RESPONSIBILITY TO ANY PARTY TO MONITOR THE

WEB-SITE OR ITS USE, AND DOES NOT AND CANNOT UNDERTAKE TO REVIEW USER GENERATED CONTENT. THE

COMPANY CANNOT ENSURE PROMPT REMOVAL OF OBJECTIONABLE MATERIAL, INCLUDING USER GENERATED

CONTENT, AND THE COMPANY HAS NO LIABILITY FOR ANY ACTION OR INACTION REGARDING TRANSMISSIONS,

COMMUNICATIONS, OR CONTENT, INCLUDING USER GENERATED CONTENT, PROVIDED BY ANY USER OF THE

 

WEBSITE OR THIRD-PARTY, SUBJECT TO APPLICABLE LAWS.

 

THE DISCRETION OF THE COMPANY WILL BE INFORMED, BUT NOT LIMITED BY, THE FOLLOWING GUIDELINES FOR

INAPPROPRIATE USER GENERATED CONTENT. USER GENERATED CONTENT MAY BE DEEMED INAPPROPRIATE

BY THE COMPANY IF IT CONTAINS, DEPICTS, INCLUDES, DISCUSSES, ENCOURAGES, OR INVOLVES, WITHOUT

LIMITATION:

 

J. MATERIAL OR CONDUCT THAT IS ILLEGAL, EXPLOITATIVE, OBSCENE, HARMFUL, THREATENING, ABUSIVE,

HARASSING, HATEFUL, DEFAMATORY, SEXUALLY EXPLICIT OR PORNOGRAPHIC, VIOLENT, INFLAMMATORY,

OR DISCRIMINATORY BASED ON RACE, SEX, RELIGION, NATIONALITY, DISABILITY, SEXUAL ORIENTATION,

AGE, OR OTHER SUCH LEGALLY PROHIBITED GROUND;

K. ANY FALSE, INACCURATE, OR MISLEADING INFORMATION, OR THE IMPERSONATION OR ATTEMPTED

IMPERSONATION OF THE COMPANY, AN EMPLOYEE OF THE COMPANY, ANOTHER USER OF THE

WEBSITE, OR ANY OTHER PERSON OR ENTITY;

L. CONDUCT THAT RESTRICTS OR INHIBITS ANYONE’S USE OR ENJOYMENT OF THE WEBSITE, OR WHICH, AS

DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION, MAY HARM THE COMPANY OR USERS OF

THE WEBSITE, OR EXPOSE EITHER TO LIABILITY;

M. CAUSE ANNOYANCE, INCONVENIENCE, OR NEEDLESS ANXIETY OR BE LIKELY TO UPSET, EMBARRASS,

OR ALARM ANY OTHER PERSON; OR

N. MATERIAL OR CONDUCT THAT IS OTHERWISE OBJECTIONABLE, AS DETERMINED BY THE COMPANY AT ITS

SOLE DISCRETION.

 

BY SUBMITTING, POSTING, PUBLISHING, DISPLAYING, OR OTHERWISE TRANSMITTING ANY USER GENERATED

CONTENT ON OR THROUGH THE WEBSITE, YOU AGREE TO GRANT THE COMPANY, ITS SUCCESSORS, AND AS-

SIGNS, AND THE COMPANY’S AFFILIATES AND SERVICE PROVIDERS AS NECESSARY, A WORLDWIDE, ROYALTY

 

FREE, PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE LICENSE TO USE, REPRODUCE, MODIFY, PERFORM, DISPLAY,

DISTRIBUTE, COPY, AND OTHERWISE DISCLOSE FOR ANY PURPOSE ANY USER GENERATED CONTENT YOU SUB-

MIT, POST, PUBLISH, DISPLAY, OR OTHERWISE TRANSMIT ON OR THROUGH THE WEBSITE. YOU WAIVE ALL MORAL

RIGHTS IN ANY SUCH USER GENERATED CONTENT.

 

2.3 ORDERING AND PURCHASES

DRAFTING NOTE: YOU WILL NEED TO REVISE THIS SUBSECTION TO ACCURATELY REFLECT YOUR E-COMMERCE

PROCEDURES. THESE PARTICULAR TERMS ARE DESIGNED FOR PRODUCT SALES, NOT SERVICES. IN PARTICULAR,

CONSIDER HOW YOU WANT TO HANDLE RETURNS, EXCHANGES, AND PRODUCT WARRANTIES. THIS MODEL

PROVIDES SPACE FOR YOU TO INSERT A CONTACT FOR CUSTOMERS TO REACH OUT TO INQUIRE INTO RETURNS OR

EXCHANGES – IF YOU HAVE AN EXCHANGE OR RETURN POLICY, YOU SHOULD INSERT LINKS TO THOSE POLICIES

INSTEAD. THIS MODEL ALSO CONTEMPLATES YOU AMENDING ITS TERMS BY USING “ADDITIONAL TERMS”

SPECIFIC TO A PRODUCT. THIS PROVIDES YOU MORE FLEXIBILITY IN SETTING TERMS OF SALE FOR YOUR PRODUCTS,

BUT CAUTION MUST BE TAKEN TO MAKE SURE ANY ADDITIONAL TERMS ARE CLEAR, FAIR AND REASONABLE,

AND WELL-COMMUNICATED TO THE CUSTOMER PRIOR TO THEM COMPLETING AN ORDER.

 

YOU MAY BE ABLE TO PURCHASE PRODUCTS ON THE WEBSITE AND YOUR PURCHASE OF ANY SUCH GOODS

WILL BE GOVERNED BY THIS SUBSECTION 2.3, SUBJECT TO ANY ADDITIONAL TERMS RELATING TO A PARTICULAR

 

PRODUCT (“ADDITIONAL TERMS”), WHICH WILL BE MADE AVAILABLE TO YOU AT OR BEFORE YOUR TIME OF

ORDERING AND WILL PREVAIL OVER THESE TERMS OF USE IN THE EVENT OF A CONFLICT.

 

BY SELECTING A PRODUCT, QUANTITY, COLOUR, AND/OR ANY OTHER FEATURES REQUIRED TO BE SELECTED BY

YOU, PROVIDING YOUR PROVIDED METHOD OF PAYMENT, AND COMPLETING THE STEPS REQUIRED OF YOU

DURING THE CHECK-OUT PROCESS, YOU CAN PLACE AN ORDER FOR A PRODUCT ON THE WEBSITE. YOU MAY

 

RECEIVE AN EMAIL CONFIRMING THAT SUCH ORDER HAS BEEN RECEIVED BY THE COMPANY, HOWEVER: (A)

ANY SUCH ORDER CONFIRMATION PROVIDED TO YOU BY THE COMPANY DOES NOT CONSTITUTE AN

ACCEPTANCE OF YOUR ORDER; AND (B) THE COMPANY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO

ACCEPT OR REJECT ANY ORDER PRIOR TO SHIPMENT OF THAT ORDER. WITHOUT LIMITING THE FOREGOING

SENTENCE, THE COMPANY MAY REJECT ALL OR A PORTION OF YOUR ORDER BECAUSE OF THE UNAVAILABILITY OF

THE ORDERED PRODUCT OR PRODUCTS FOR PURCHASE, ERRORS IN PRODUCT PRICING INFORMATION, OR A PRODUCT

RECALL FOR ONE OR ALL OF THE PRODUCTS YOU ORDERED. SHIPMENT AND PROCESSING OF PAYMENT FOR EACH

PRODUCT IN YOUR ORDER WILL CONSTITUTE THE COMPANY’S ACCEPTANCE OF THAT PORTION OF YOUR ORDER.

 

THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY PRODUCTS DESCRIPTION, IMAGE, OR OTHER SUCH

CONTENT ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, OR CURRENT. IF YOU DEEM THAT A PRODUCT

YOU PURCHASED ON THE WEBSITE IS NOT AS DESCRIBED ON THE WEBSITE, YOUR SOLE RECOURSE IS TO

RETURN THAT PRODUCT TO THE COMPANY FOR A REFUND. PLEASE DIRECT SUCH RETURN INQUIRIES TO

SUPPORT@WELLNESSCANADA.CA . TO EXTENT LEGALLY PERMISSIBLE, THE ONLY WARRANTIES AND CONDITIONS

PROVIDED TO YOU WITH RESPECT TO ANY PARTICULAR PRODUCT ARE THOSE WARRANTIES AND CONDITIONS

DESCRIBED ON THE WEBSITE.

 

BY PLACING AN ORDER FOR A PRODUCT OR PRODUCTS ON THE WEBSITE, AND SPECIFICALLY BY CONFIRMING YOUR

ORDER AT THE CONCLUSION OF THE CHECK-OUT PROCESS, YOU AGREE TO PAY THE COMPANY THE TOTAL

AMOUNT SET-OUT AT THE TIME YOU CONFIRM YOUR ORDER. ALL PRICES QUOTED ON THE WEBSITE, INCLUDING

THE PRICES FOR PRODUCTS AND SHIPPING, ARE IN CANADIAN DOLLARS UNLESS OTHERWISE EXPLICITLY STATED.

YOUR PROVIDED METHOD OF PAYMENT WILL BE CHARGED FOR YOUR ORDER OR FOR EACH PRODUCT IN YOUR

ORDER AS EACH PORTION OF YOUR ORDER IS ACCEPTED BY THE COMPANY AND SHIPPED. THE COMPANY

RESERVE THE RIGHT TO REJECT YOUR ORDER WHERE THE PRICE OF AN ORDERED PRODUCT HAS CHANGED OR WAS

MISSTATED ON THE WEBSITE; YOU MAY BE PROVIDED AN OPPORTUNITY TO ACCEPT SUCH PRICE CHANGE AND

CONTINUE WITH YOUR ORDER. YOU ARE REQUIRED TO PAY FOR ALL PRODUCTS SHIPPED TO YOU BY THE

 

COMPANY, EVEN WHERE SUCH PRODUCT IS SHIPPED TO YOU AS A RESULT OF AN ERROR BY THE COMPANY,

UNLESS YOU RETURN SUCH PRODUCT TO THE COMPANY WITHIN 14 CALENDAR DAYS OF YOUR RECEIPT THEREOF.

ALL PAYMENTS OWED BY YOU ARE DUE NO MORE THAN 30 CALENDAR DAYS AFTER YOUR RECEIPT OF THE

PRODUCT AND/OR ORDER AND THE COMPANY RESERVES THE RIGHT TO CHARGE INTEREST ON ANY AMOUNTS

OWED BUT NOT PAID BY YOU WITHIN SUCH TIME AT THE LOWER OF 1.5% OR THE MAXIMUM RATE PERMITTED

BY LAW.

 

ALL INFORMATION PROVIDED BY YOU TO THE COMPANY DURING THE CHECK-OUT PROCESS MUST BE TRUTHFUL,

ACCURATE, AND COMPLETE FOR THE PURPOSES FOR WHICH SUCH INFORMATION WAS REQUESTED. BY

PROVIDING PAYMENT INFORMATION TO THE COMPANY, YOU REPRESENT AND WARRANT THAT YOU ARE THE

AUTHORIZED OWNER OF SUCH PAYMENT METHOD.

 

THE COMPANY MAY USE THIRD-PARTY CARRIERS TO SHIP AND DELIVER THE PRODUCTS YOU ORDER AND THE

COMPANY IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY SUCH PRODUCTS AFTER THE COMPANY

HAS DELIVERED THE PRODUCTS TO A THIRD-PARTY CARRIER. PRODUCTS YOU ORDER MAY BE SHIPPED IN ONE OR

MULTIPLE PACKAGES. SHIPPING COSTS PROVIDED TO YOU DURING THE CHECK-OUT PROCESS ARE ESTIMATES

ONLY AND ARE REALIZED BY THE COMPANY AT THE TIME OF SHIPPING. YOU AGREE TO PAY ALL SHIPPING

COSTS UNLESS OTHERWISE STATED BY THE COMPANY AT THE TIME OF YOUR ORDER, INCLUDING WITHOUT

LIMITATION ANY INCREASE IN THE PRICE OF SHIPPING OR ANY DUTIES OR OTHER SUCH TAXES.

 

THE COMPANY WILL RESPECT ANY CERTAIN LEGAL RIGHTS YOU HAVE WITH RESPECT TO YOUR ORDER UNDER

APPLICABLE CONSUMER PROTECTION LAWS. FOR INFORMATION ON THE COMPANY’S EXCHANGE AND RETURNS

POLICY, CONTACT SUPPORT@WELLNESSCANADA.CA

3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

 

THE WEBSITE AND ALL THE CONTENT OF THE WEBSITE (INCLUDING WITHOUT LIMITATION ALL INFORMATION,

REPORTS, DATA, DATABASES, GRAPHICS, INTERFACES, WEB PAGES, TEXT, FILES, SOFTWARE, CODE, PRODUCT

NAMES, COMPANY NAMES, TRADEMARKS, LOGOS, TRADE NAMES, ANY OTHER INTELLECTUAL PROPERTY

CONTAINED ON THE WEBSITE BUT EXCLUDING USER GENERATED CONTENT), THE MANNER IN WHICH SUCH

CONTENT IS PRESENTED OR APPEARS AND ALL INFORMATION RELATING THERETO, AND THE WEBSITE’S FEATURES

AND FUNCTIONALITY (COLLECTIVELY, THE “WEBSITE IP”) ARE OWNED BY THE COMPANY, ITS LICENSORS, OR

OTHER PROVIDERS OF SUCH WEBSITE IP, AND ARE PROTECTED IN ALL FORMS BY INTELLECTUAL PROPERTY LAWS,

INCLUDING WITHOUT LIMITATION COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, INDUSTRIAL DESIGN, AND ANY

OTHER PROPRIETARY RIGHTS.

 

THE COMPANY GRANTS YOU A PERSONAL, REVOCABLE, NON-TRANSFERABLE, AND NON-EXCLUSIVE LICENSE TO

ACCESS AND READ THE WEBSITE IP.

 

YOU AGREE THAT, EXCEPT AS EXPLICITLY AUTHORIZED BY THE COMPANY, YOU WILL NOT:

 

O. DISTRIBUTE THE WEBSITE IP FOR ANY PURPOSE, INCLUDING WITHOUT LIMITATION BY COMPILING AN

INTERNAL DATABASE, OR BY REDISTRIBUTING OR REPRODUCING THE WEBSITE IP BY THE PRESS OR

MEDIA OR THROUGH ANY COMMERCIAL NETWORK, CABLE, OR SATELLITE SYSTEM;

P. CREATE DERIVATIVE WORKS OF, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, ADAPT, TRANSLATE,

TRANSMIT, DISTRIBUTE, PUBLISH OR REPUBLISH, DOWNLOAD, STORE, ARRANGE, MODIFY, COPY, BUNDLE,

SELL, SUB-LICENSE, EXPORT, MERGE, TRANSFER, LOAN, RENT, LEASE, ASSIGN, SHARE, OUTSOURCE,

HOST, MAKE AVAILABLE TO ANY PERSON OR OTHERWISE USE, EITHER DIRECTLY OR INDIRECTLY, THE

WEBSITE IP IN WHOLE OR IN PART, IN ANY FORM OR BY ANY MEANS WHATSOEVER, BE THEY

PHYSICAL, ELECTRONIC, OR OTHERWISE; OR

Q. ALLOW ANY THIRD-PARTY TO ACCESS THE WEBSITE IP.

 

4. ENFORCEMENT, SUSPENSION, AND TERMINATION

 

THE COMPANY MAY IN ITS SOLE DISCRETION FOR ANY OR NO REASON, WITH OR WITHOUT NOTICE, AND AT ANY

TIME:

 

R. TERMINATE THESE TERMS OF USE;

S. LIMIT, SUSPEND, OR TERMINATE YOUR ACCESS TO OR USE OF THE WEBSITE;

T. TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING OR USING THE WEBSITE; OR

U. REMOVE OR OTHERWISE MODIFY ANY USER GENERATED CONTENT.

 

ANY SUCH TERMINATION OR ACTION BY THE COMPANY SHALL BE IN ADDITION TO AND WITHOUT PREJUDICE TO

SUCH RIGHTS AND REMEDIES AS MAY BE AVAILABLE TO THE COMPANY, INCLUDING INJUNCTION AND

EQUITABLE REMEDIES. ANY TERMS OF THESE TERMS OF USE WHICH ARE NECESSARY TO GIVE EFFECT TO THE

RIGHTS OF THE COMPANY UNDER THESE TERMS OF USE OR THAT CONTEMPLATE SURVIVAL BEYOND

TERMINATION SHALL SURVIVE, EXCEPT TO THE EXTENT NOT PERMITTED BY LAW.

 

5. INDEMNITY

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE AT ALL TIMES TO INDEMNIFY,

DEFEND, AND HOLD HARMLESS THE COMPANY, ITS AGENTS, AFFILIATES, PARTNERS, AND ITS AND THEIR

RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS,

SUPPLIERS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY CLAIMS, ACTIONS, PROCEEDINGS,

DEMANDS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, OR FEES (INCLUDING

LEGAL AND OTHER FEES AND DISBURSEMENTS) SUSTAINED, INCURRED, OR PAID BY THE COMPANY, OR ARISING

 

OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OF USE OR YOUR ACCESS OR USE OF THE WEBSITE,

INCLUDING WITHOUT LIMITATION ANY USER GENERATED CONTENT YOU SUBMIT, POST, PUBLISH, DISPLAY, OR

OTHERWISE TRANSMIT ON OR THROUGH THE WEBSITE, AND YOUR ACCESS TO, USE, OR MISUSE OF THE

WEBSITE OR ANY CONTENT ON THE WEBSITE.

 

6. LIMITATIONS ON LIABILITY AND DISCLAIMER

6.1 LIMITATIONS ON LIABILITY

 

EXCEPT TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS

AFFIL-IATES, AGENTS, LICENSORS, SUPPLIERS, OR ITS OR THEIR RESPECTIVE

DIRECTORS, OFFIC-ERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS,

CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE,

WHETHER IN TORT, CONTRACT, OR OTHERWISE, FOR ANY SPECIAL, INDIRECT,

INCIDENTIAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECO-NOMIC, OR

CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO

DAMAGES FOR LOSS OF USE, LOST PROFITS, LOST GOODWILL OR BUSINESS

REPUTATION, LOST DATA, OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS

LAW-FUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAM-AGES OR CLAIM, RESULTING FROM YOUR USE OF OR INABILITY TO USE

THE WEBSITE OR ANY CONTENT ON THE WEBSITE, INCLUDING WITHOUT LIMITATION:

(A) ANY CHANGES THE COMPANY MAY MAKE TO THE WEBSITE OR TO ANY CONTENT

ON THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE

PROVISION OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE; (B) THE DELETION

OF, CORRUPTION OF, OR FAILURE TO SEND, DISPLAY, OR STORE ANY ADS, USER

GENERATED CONTENT, OR OTHER COM-MUNICATIONS OR DATA MAINTAINED OR

 

TRANSMITTED BY OR THROUGH THE WEBSITE OR ANY CONTENT ON THE WEBSITE,

INCLUDING USER GENERATED CONTENT; (C) YOUR FAILURE TO PROVIDE THE

COMPANY WITH ACCURATE ACCOUNT INFORMATION OR TO KEEP YOUR PASSOWARD

OR ACCOUNT DETAILS SERCURE AND CONFIDENTIAL, AS APPLI-CABLE.

NOTWITHSTANDING THE FOREGOING, IF THE COMPANY IS FOUND TO BE LIABLE FOR

ANY REASON, THE COMPANY’S LIABILITY TO YOU OR ANY THIRD PARTY IS LIMITED TO

THE GREATER OF: (Y) THE TOTAL FEES SUCH PARTY MADE TO THE COMPANY IN THE

12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; AND (Z) $150 CAD.

 

6.2 AVAILABILITY, COMPLETENESS, AND QUALITY

 

YOU UNDERSTAND AND AGREE THAT THE WEBSITE, ANY CONTENT ON THE WEBSITE, AND ANY SERVICES OR

ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,

WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

 

EXCEPT AS OTHERWISE EXPRESSLY REQUIRED BY APPLICABLE LAW, THE COMPANY MAKES NO

REPRESENTATIONS, WARRANTIES, CONDITIONS, OR OTHER TERMS (WHETHER EXPRESS OR IMPLIED) IN RELATION TO

THE PROVISION OF THE WEBSITE OR ANY CONTENT ON THE WEBSITE, INCLUDING WITHOUT LIMITATION AS TO

COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, AVAILABILITY, OR CURRENCY OF THE WEBSITE OR

ANY CONTENT ON THE WEBSITE, THAT THE WEBSITE OR ANY CONTENT ON THE WEBSITE WILL BE FREE FROM

BUGS, ERRORS, OR OMISSION, OR AS TO THE SATISFACTORY QUALITY OR FITNESS OF THE WEBSITE OR ANY

CONTENT ON THE WEBSITE FOR A PARTICULAR PURPOSE. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE

THE WEBSITE OR ANY CONTENT ON THE WEBSITE. THE WEBSITE OR ANY CONTENT ON THE WEBSITE MAY BE

CHANGED WITHOUT NOTICE TO YOU.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXCLUDES ALL LIABILITY (WHETHER

ARISING IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE), WHICH THE COMPANY MAY

OTHERWISE HAVE TO YOU AS A RESULT OF ANY ERROR OR INACCURACIES IN THE WEBSITE OR ANY CONTENT ON

THE WEBSITE, THE UNAVAILABILITY OF THE WEBSITE FOR ANY REASON, OR ANY REPRESENTATION OR STATE-

MENT MADE ON OR THROUGH THE WEBSITE OR ANY CONTENT ON THE WEBSITE.

THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT ON THE WEBSITE, INCLUDING USER GENERATED

CONTENT, THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE.

 

6.3 DOWNLOADS

 

THE COMPANY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR

DOWNLOADING ON, THROUGH, OR AS A RESULT OF THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE

CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER,

INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY WILL NOT BE LIABLE

FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK,

OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR

OTHER TECHNOLOGICALLY HARMFUL MATERIALS THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER

PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR