1.2 If you are using or accessing our Website on behalf of an entity, then you represent and warrant that you: (i) are an authorized representative or agent of that entity with the authority to bind such entity to these terms; and (ii) agree to these terms on behalf of such entity. In such a circumstance, the words “you” and “your” as used in these terms will refer to and apply to both that entity and you personally.
1.3 We reserve the right to amend these Terms, or any part thereof, at any time, by posting the amended version on our Website and/or sending you written notice thereof at the email address on file in your Account (as that term is defined below). Such amendment will become effective seven (7) days after transmission or posting of such notice. Your continued use of the Website after such seven (7)-day notice period confirms your consent to and acceptance of such amendment. The most current version of these Terms will govern your use of the Website, including without limitation any content made available on the Website. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1.4 Please note that all purchases made at OrganicBabyFormula.com is solely for personal use only.
2.1 All information made available on our Website or otherwise is made available for informational purposes only. The materials, content, and other information on our Website may contain errors, omissions, or mistakes and the Company shall not have any liability related thereto. We do not review this information or accept any liability in respect to the same. We do not provide medical or legal advice and nothing on our Website should be construed as being medical or legal advice. Do not use information on our Website as a substitute for medical or legal advice. Always speak with a qualified professional advisor before making medical or legal decisions. No statements on this Website have been evaluated by Health Canada, the Canada Food Inspection Agency or the US Food & Drug Administration (FDA).
2.2 Information regarding products listed for sale through the Website and its associated sub-domains is provided by our third-party partners (“Partners”). We are not responsible the accuracy or reliability of, and do not endorse, any third-party materials, or other third-party information or opinions shared on the Website by our Partners (“Partner Content”).
3. REGISTRATION OBLIGATIONS
3.1 To use certain parts of our Website, you must first complete the registration process to create an account (“Account”) and select and register a unique user name and password (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you agree to be responsible for any activities performed under your Account, whether performed by you or another person (with or without your consent). You will not permit any other person to use your Account or Credentials, and you will immediately notify the Company if you know or suspect that your Account or Credentials have been used by any other person.
3.2 We may act upon any communication that is given through your Account or by using your Credentials. We are not required to verify the actual identity or authority of a person using your Account or Credentials, but we may in our discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if we are not satisfied with the verification. If we, in our discretion, consider your Account or Credentials to be unsecure or to have been used inappropriately, then we may immediately cancel the Account or Credentials without any prior notice to you. You may be required to change your Credentials from time to time.
3.3 During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof) by you. Individuals under 18 years of age or below the age of majority in their jurisdiction are prohibited from registering for an Account on the Website or using the services provided thereon.
5. USE OF THE SITE
5.1 Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website’s materials or content without the prior written permission of the Company is strictly prohibited. The Company reserves the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and the Company reserves the right to suspend or terminate your access to any part of this Website immediately, without prior notice, at its sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of this Website.
5.2 The Website may provide functionality allowing you to purchase certain products from our third-party Partners (“Partner Products”). By purchasing a Partner Product through the Website, you are purchasing the Partner Products directly from that Partner, not from the Company, and entering into a contract with that Partner. We make no representations, express or implied, regarding the Partner Products, and the Company does not assume any liability in respect to such Partner Products. In the event that any dispute arises in respect to a Partner Product purchased through the Website, you agree that such dispute must be resolved by you and the applicable Partner, that the Company has no obligation to mediate or otherwise resolve such dispute. You also release the Company from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
5.3 Our Partners may have separate terms and conditions applicable to the purchase of their Partner Products. By purchasing Partner Products from these Partners you hereby agree to abide by any such additional terms.
5.4 In order to purchase certain Partner Products you may be required to provide certain information, including personal information such as your name, address and date of birth. You hereby represent and warrant that any such information and materials shall be accurate and correct.
6. TRADE-MARKS AND COPYRIGHT
6.1 ”OrganicBabyFormula” and related words and logos used by us or our Partners on the Website are trade-marks or trade-names of the Company or our Partners in Canada, the United States, European Union, and other jurisdictions. Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, a licence or other right to you to use any such marks or names or any other intellectual property rights of the Company or our Partners. The names of other companies, products and services referred to on this Website may be trade-marks or trade-names of their respective owners. Any unauthorized use of the trade-marks or trade-names of the Company or of third-parties is strictly prohibited.
6.2 The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. The Company reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law.
7. USER GENERATED CONTENT
7.1 Portions of this Website may allow Users to post and exchange information and content (such information and content, “User Content”), such as images, text, data, audio, and video, but the Company does not screen, edit or review any User Content before it is posted or transmitted. You retain the copyright and any other rights you already hold in User Content. By posting User Content on our Website, you grant the Company a worldwide, non-exclusive, perpetual, irrevocable, fully-paid up, royalty-free, assignable, transferable, and sub-licensable (through multiple tiers) licence to exploit, use, access, store, reproduce, adapt, translate, publish, publicly perform, publicly display, modify, repost, publish, sublicense, create derivative works from, and distribute your User Content, subject to these Terms, without any notice or compensation to you or any other person (the “User Content License”). You confirm, represent, and warrant to the Company that you have all the rights, power, and authority necessary to grant the User Content License and that any User Content you submit to us or otherwise post on the Website is and shall be your own original work or work which you are authorized to supply to us. When you post any User Content on our or through our Website, and you are the author of such User Content, you irrevocably and unconditionally waive all moral rights you may now or in the future have in any such User Content.
7.2 You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Website, is the sole responsibility of the person from whom it originated. This means that you, and not the Company, are entirely responsible: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Website or Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. The Company does not control the User Content posted via the Website and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold the Company responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Website.
7.3 The Company owns all data, information, materials, works, and content derived or created from User Content (“Derivative Content”)
7.4 Our Website may provide you the ability to post reviews regarding products and services. You agree that you will not post any review if you have or will receive any compensation (monetary or otherwise) for such a review. You further agree that all your reviews will be based on your first-hand knowledge. Reviews must: (a) not be defamatory; (b) not contain advertisements, links, or spam; (c) not be of a sexual, racial, or obscene nature; (d) be your own original content; (e) be limited to the specific product manufacturer being reviewed.
8. ACCEPTABLE USE AND RESTRICTIONS
8.1 In addition to complying with these Terms, you agree to use this Website and materials and contents on this Website for lawful purposes only and in a manner consistent with local, state, provincial, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.
8.2 Potential users of this Website or any of its services or products, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in part; or (ii) render accessing this Website or any of its services, or contents illegal; are not permitted to access or use this Website or any of its services or contents.
8.3 As a condition of your access and use of the Website, you agree:
(a) not use this Website, or the contents and materials on this Website in any manner that:
(i) infringes, violates or misappropriates the intellectual property rights of any third-party;
(ii) may be considered defamatory, discriminatory, fraudulent, or otherwise malicious or harmful to any person or entity; or
(iii) violates applicable law or would constitute a tort;
(b) not to use the Website for any purpose that is unlawful under applicable law, tortious, or prohibited by these Terms;
(c) not to use the Website if doing so is unlawful in your jurisdiction;
(d) not to use or access, or attempt to use or access, an Account which is not your own;
(e) not to register more than one Account;
(f) not to transfer, assign, or rent out your Account to any other person;
(g) not to falsely state or misrepresent the origin of any User Content provided by you;
(h) not to use the Website or any of its contents and materials if you are not the age of 18 or the age of majority in your jurisdiction (whichever is greater);
(i) not to provide any inaccurate information when registering for an Account;
(j) not to impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;
(k) no use scrappers, indexing tools, or other automated tools for the purposes of data mining or surveying on the Website;
(l) not to use bots or automated tools on the Website;
(m) not to mirror or frame any part of the Website;
(n) not to harvest or otherwise collect, use or disclose personal information about users, including email addresses, without their prior consent or not in compliance with applicable data protection and privacy laws;
(o) not to inhibit any person’s use or access of the Website or impair any element of the Website or its underlying infrastructure;
(p) not to defame or disparage anyone or make comments of an obscene, derogatory or offensive manner or otherwise use the Website or its content in a way that brings us or any third-party into disrepute or causes us to be liable to any third-party;
(q) not to 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, deep-link, create derivative works from or exploit in any way the Website or its content except as permitted by us under these Terms or as expressly provided under applicable law;
(r) not to use the Website to distribute viruses or malware or other similar harmful software code;
(s) not to use the Website to harass, inconvenience, annoy, cause nuisance, occasion violence on any person, or cause property damage;
(t) not to use the Website to infringe any person’s intellectual property rights, including without limitation copyright, trademark, trade secret, and patent rights, or rights of publicly or privacy;
(u) not to rent out, stream, distribute, lease, publicly perform, publicly display, transmit, broadcast, resell, modify, reproduce, prepare derivative works based upon, or otherwise exploit or commercialize the Website except as expressly permitted by the Company;
(v) not to remove any intellectual property or proprietary property notices, including copyright and trademark notices, from the Website; and
(w) to comply with any additional posted guidelines or rules applicable to specific services or features relating to the Website which may be posted by us or our Partners from time to time (such additional guidelines or rules are hereby incorporated by reference into these Terms).
8.4 We reserve the right to prevent or suspend your access to the Website if you do not comply with any part of these Terms or any applicable law.
8.5 While we make commercially reasonable efforts to ensure that the Website is available, we do not represent, warrant or guarantee in any way the Website’s continued availability at all times or uninterrupted use by you of the Website. You acknowledge that access and use of the Website may be subject to bugs, malfunctions, delays, and downtime. You recognize that, due to the nature of the internet and electronic devices, your access and use of the Website may be inhibited or affected by factors outside of our control. We may terminate these Terms or stop providing the Website to you at any time in its sole discretion.
8.6 Although the Company reserves the right to monitor, edit, review or remove content from the Website, we do not represent, warrant or promise (whether expressly or by implication) that any content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. Any reliance you may place on the information that we provide on the Website is at your own risk and we may suspend or terminate operation of the Website at any time at our sole discretion. Nothing in these terms and conditions shall operate to prejudice any mandatory statutory requirement or your statutory rights. Content on the Website does not constitute technical, financial, medical, or legal advice or any other type of advice and should not be relied on for any purposes.
8.7 You are solely responsible for all costs, expenses, and liabilities connected to your access and use of the Website. Without limiting the generality of the foregoing, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Website; (b) obtaining and maintaining any device or other hardware or software you use to access and use the Website.
8.8 We do not guarantee that the Website will work on all hardware. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use the Website, as updated from time to time.
9. REPRESENTATIONS AND WARRANTIES
9.1 In addition to and not in derogation of any other representations and warranties you provide to us in these Terms, you represent and warrant to us that:
(a) You are 18 years of age or the legal age of majority as that is defined in your jurisdiction (whichever is greater);
(b) All information in your Account, and any other information you provide us, is true, accurate, current, and complete, including, without limitation, your age and residency information;
(c) you have provided accurate and complete information on your Account registration form and will keep such information updated and current;
(d) you are using the Website in a jurisdiction where access to, and use of, the Website (or any part thereof) is not prohibited or illegal;
(e) if your business uses the Website, your business has complied with all applicable licensing, permit, and registration requirements related to your business;
(f) your User Content does not violate the privacy rights, intellectual property rights, or any other rights, of any person;
(g) you have all authorizations and licenses necessary to post your User Content on the Website and to grant us the license thereto;
(h) you understand the contents of these Terms and have had the opportunity to obtain legal advice with respect to these Terms before agreeing to it; and
10. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, & INDEMNIFICATION
10.1 DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOU USE THE WEBSITE AND ITS SERVICES, AND CONTENTS (INCLUDING PARTNER CONTENT) AT YOUR OWN RISK. THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL CONDITIONS OR WARRANTIES WHATSOEVER, WHETHER STATUTORY, EXPRESS, OR IMPLIED, WITH RESPECT TO THE WEBSITE, SERVICES, CONTENT, PARTNER CONTENT, THIRD-PARTY CONTENT, AND ANY PRODUCTS OR SERVICES REQUESTED OR OBTAINED THROUGH YOUR USE OF THE WEBSITE. WITHOUT LIMITING THE FORGOING, WEBSITE, SERVICES, CONTENT, PARTNER CONTENT, THIRD-PARTY CONTENT, AND ANY PRODUCTS OR SERVICES ARE PROVIDED WITHOUT STATUTORY, IMPLIED, OR EXPRESS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, ACCURACY, CURRENCY, RELIABILITY, EFFECTIVENESS, USABILITY, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE THAT THE WEBSITE OR SERVICES WILL FUNCTION WITHOUT ERRORS, INTERRUPTION, OR DOWNTIME.
10.2 LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, JOINT VENTURES, LICENSORS (EXCEPT OTHER USERS), AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SUBSIDIARIES (COLLECTIVELY, THE “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR OR RELATED TO LOSS OF PROFITS, LOSS OF REVENUES, PROPERTY DAMAGE, LOSS OF GOODWILL, USE, DATA LOSS, PERSONAL INJURY, LOST OPPORTUNITIES, DAMAGE TO REPUTATION, COMMERCIAL LOSS, FINANCIAL LOSS, OR ECONOMIC LOSS, OR INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR BASIS OF LIABILITY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF THE COMPANY, OR THE COMPANY’S REPRESENTATIVES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR GREATER CERTAINTY, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, AND ITS REPRESENTATIVES, SHALL NOT BE LIABLE FOR ANYTHING WHICH RESULTS FROM:
(a) YOUR USE OF OR RELIANCE ON THE WEBSITE;
(b) YOUR INABILITY TO ACCESS OR USE THE WEBSITE DUE TO ANY CAUSE;
(c) ANY TRANSACTION, CONTRACT, RELATIONSHIP OR ENGAGEMENT YOU HAVE WITH ANY THIRD PARTY ON THE SITE (INCLUDING, WITHOUT LIMITATION, OUR PARTNERS)
(d) ANY SERVICES OR PRODUCTS YOU PURCHASE, REQUEST, OR RECEIVE THROUGH THE WEBSITE;
(e) YOUR RELIANCE ON CONTENT, PARTNER CONTENT, THIRD-PARTY CONTENT, OR INFORMATION MADE AVAILABLE ON THE WEBSITE;
(f) ANY ACT YOU MAKE OR FAIL TO MAKE AS A RESULT OF YOUR USE THE WEBSITE; OR
(g) ANY OTHER MATTER RELATING TO THE WEBSITE.
10.3 THE COMPANY MAKES NO REPRESENTIONS, WARRANTIES, OR GUARANTEES REGARDING:
(a) THE RELIABILITY, SUITABILITY, CERTIFICATION, LEGALITY, SAFETY, TIMELINESS, QUALITY, OR AVAILABILITY OF ANY PRODUCT SOLD TO YOU BY ANY PARTNER THROUGH THE WEBSITE;
(b) RECOMMENDATIONS FROM VENDORS, CLIENTS, PURCHASERS, OR ANY OTHER USERS; OR
(c) THE TRUTH, COMPLETENESS, OR ACCURACY OF ANY POSTINGS, LISTINGS, ADVERTISEMENTS, COMMENTS, OR COMMUNICATIONS MADE BY ANY PARTNERS.
10.4 The Company strives to keep your personal information, Partner Content, and Account safe from security breaches; however, we cannot guarantee the safety or security of your personal information, Partner Content, or Account. BY USING THE WEBSITE, YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE THE COMPANY AND ITS REPRESENTATIVES FROM ALL AND ANY LIABILITY FOR ANY HARM, INJURY, LOSS, OR DAMAGES SUFFERED BY YOU AS A RESULT OF A SECURITY BREACH, FAILURE, OR SHORT COMING OF THE SERVICES. If you believe that a security breach is occurring, or will occur, you must notify us immediately.
10.5 Notwithstanding any other provision of these Terms, if applicable law limits or prohibits the application of sections 10.1 to 10.5, then the Company and its Representatives liability will be limited and excluded to the maximum extent permissible.
10.6 No Medical Advice. You acknowledge and agree that: (a) the Company is not providing medical advice; (b) the Company will not advise you with respect to any medical matters. The Company is not your doctor or health professional with respect any medical conditions or concerns you have. You agree that the Company is not a health provider or practitioner, nurse, doctor or medical clinic.
10.7 Indemnification. You agree to defend, indemnify and hold harmless the Company from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from, connected with or relating to your use of the Website, its content or materials, Partner Content or your negligence, misconduct, or breach of these Terms. Notwithstanding the foregoing, the Company retains the right to participate in the defense of and settlement negotiations relating to any third-party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.
10.8 Reliance. You understand and agree that we are making the Website available to you in reliance upon the limitations and exclusions of liability, indemnities, release, and the disclaimers set forth herein and that the same form an essential basis of the contract between you and us. You agree that the limitations and exclusions of liability, indemnities, and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, Website.
11. TERM AND TERMINATION
11.1 These Terms are effective upon your Acceptance of these Terms. If you have not accepted these Terms, you must cease using the Website immediately.
11.2 You may terminate these Terms at any time by providing us written notice at email@example.com with your Account name. If you terminate these Terms you are prohibited from accessing or using the Website.
11.3 We may terminate these Terms at any time by providing written notice to the contact address on file in your Account.
12.1 Arbitration. You agree that in the event of any dispute between you and the Company arising out of or relating to these Terms or the relationship between any the Company and you, that you and the Company shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and the Company. If you and the Company do not reach settlement within a period of 60 days, then such dispute shall be referred to and finally resolved by mandatory and binding arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre. The appointing authority shall be the British Columbia International Commercial Arbitration Centre. The case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada. The number of arbitrators shall be set to one unless otherwise required by the Rules. The language of the arbitration will be English. The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the British Columbia International Commercial Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third-party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third-party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third-party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable law or court order. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its rights, and for any other purpose, in any court of competent jurisdiction.
You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and the Company arising out of or relating to these Terms or the relationship between both the Company and you. To opt out, you must, within 30 days of accepting these Terms, deliver to the Company a clear written statement indicating that you wish to opt out of the arbitration provisions in these Terms. The statement must contain: (a) your name; (b) your address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following e-mail address: firstname.lastname@example.org
If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of British Columbia will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to these Terms or your relationship with the Company.
12.2 Waiver. You agree to waive any right you may have to commence or participate in any class action against either the Company related to any claim and, where applicable, you also agree to opt out of any class proceedings against the Company. Where applicable, if a dispute arises between us and you, you waive any right you may have to participate in a trial by jury with respect to that dispute.
13.1 Sections 2, 4, 5, 6, 7, 9, 10, 11, 12 and all other provisions of these Terms which must survive termination of these Terms to fulfill their purpose will survive termination of these Terms or the cancellation of your Account.
13.3 Notwithstanding section 13.2 of these Terms, your use of the Website is subject to any other written and duly executed contracts you may have with the Company (a “Supplemental Contract”). In the case of any conflict between these Terms and a Supplemental Contract, the terms of such Supplemental Contract shall prevail.
13.4 We may assign these Terms in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. These Terms are personal to you and you may not assign these Terms nor your rights, interests, or obligations under this these Terms to any person.
13.5 The courts in some countries or provinces will not apply the law of British Columbia to some types of disputes. If you reside in one of those countries or provinces, then where British Columbia law is excluded from applying, your country or province’s laws will apply to such disputes related to these Terms. Otherwise, these Terms are governed and interpreted pursuant to the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein, without regard to principles of conflicts of law that would impose the law of another jurisdiction. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
13.6 Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. No waiver of a breach of these Terms will constitute a waiver of any other breach of these Terms.
13.7 To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of these Terms invalid or otherwise unenforceable in any respect. In the event that a provision of these Terms are held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect.
13.8 Headings are for convenience only and shall not affect the interpretation of these Terms.
13.9 References to dollar amounts in these Terms and on the Website are in USD unless otherwise stated in writing.
13.10 The parties acknowledge that they have required that the Terms, and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais. If these Terms are translated into another language, the English language text shall in any event prevail. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders. Where the word “including” or “includes” is used in these Terms, it means “including (or includes) without limitation”.
13.11 These Terms will enure to the benefit of and be binding upon the parties to these Terms and their respective successors, heirs and permitted assigns.
13.12 The Company may give notice to you by email, letter, or SMS to the applicable address or number you provide on your Account or by notice posted on the Website. You may provide notice to us by letter to email@example.com.
13.13 You agree to provide such further documents or instruments, and take such further actions, reasonably requested by the Company, to effect the purposes of these Terms and carry out its provisions.
13.14 In no event will the Company be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent that such failure or delay is caused by any circumstances beyond the Company’ reasonable control, including pandemic, national or global health emergency, acts of God, flood, fire, earthquake, tsunami, explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these Terms, national or regional emergency, strikes, labour stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.