Last updated date: May 1st, 2023
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING AND/OR PLACING AN ORDER THROUGH THE SERVICES.
These Terms & Conditions apply to anyone using the ANGELCARE GROUP WEBSITE(S) (including but not limited to) www.angelcaregroup.com, www.angelcarebaby.com, www.padlocker.ca, www.litterlocker.ca, www.littergenie.com, www.diapergenie.com, www.diapergenie.ca and any other website(s) managed, operated and/or administered by or on behalf of The Holding Angelcare Inc. (“ANGELCARE,” “we,” “us,” and “our”)) (collectively and with any successors to such website(s), the “ANGELCARE GROUP WEBSITE(S)”) as well as any content or services provided through the ANGELCARE GROUP WEBSITE(S), such as purchases, orders, user accounts created, newsletter subscriptions, forums, blogs, text, data, audiovisual content and other similar content and services (collectively with the ANGELCARE GROUP WEBSITE(S), the “Services”).
Your (“you”, “your”) use of the Services is governed by these Terms & Conditions, which constitute a legally binding agreement (the “Agreement”) between you and ANGELCARE (the “Parties”). By using the Services, you confirm having read and understood this Agreement and agree to be bound by this Agreement (including the linked documents referred to in this Agreement), as revised from time to time. If you do not wish to be bound by this Agreement or are otherwise dissatisfied with any other terms, conditions, rules, policies, guidelines or practices applicable to the Services, do not access or use the Services. Further, by using the Services, you confirm that you are of legal age to enter into this Agreement. If you are under the legal age of majority in your jurisdiction, your parent or legal guardian may enter into this Agreement on your behalf and approve your use of the Services, and you must not use the Services unless your parent or legal guardian has accepted this Agreement on your behalf.
IF YOU ARE AT ANY TIME DISSATISFIED WITH THIS AGREEMENT OR THE SERVICES, YOUR SOLE REMEDY IS TO CEASE USING THE SERVICES.
1.1 Modifications to this Agreement. We may change, amend, or update this Agreement from time to time, in whole or in part and in our sole discretion (collectively, “modifications”). If you have an account or a subscription with us to which this Agreement applies, we will provide you written notice of any such modifications at least 30 days before they come into force, which notice shall include all new and/or amended clauses, including the clauses as they read formerly, and the date the new or amended clauses will come into force. We will provide such notice in any reasonable manner which we elect. You are free to refuse the modifications at any time in the 30-day period before the modifications take effect at no cost or penalty to you, in which case you must stop using or accessing the Services, delete any content downloaded and uninstall any downloads and applications linked to the Services. Otherwise, your continued use of the Services as of the date the modifications take effect signifies your acceptance of the modifications. Your use of the Services is subject to the then applicable Agreement. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement.
1.2 Modifications to the Services. We may modify or discontinue all or part of the ANGELCARE GROUP WEBSITE(S), remove or edit any materials or content on the Services (including terminating, changing, suspending or discontinuing any aspect of the Services), charge, modify or waive fees required to use the Services, offer opportunities to some or all Services’ users, subject to any restrictions placed on our exercise of such rights under applicable law, or add or withdraw any products from the Services, at any time and as we determine appropriate without notice, unless applicable laws require us to give you notice, in which case such notice will be in accordance with Section 1.1. While we strive to ensure availability of the Services, we cannot guarantee they will be available 100% of the time. We may be required to temporarily suspend the Services for security or technical updates or as our business judgment requires, or a third-party service provider may suspend the Services for reasons beyond our control.
2. THIRD PARTY BENEFICIARIES
Except for the persons and entities associated with ANGELCARE and each person or entity controlled by or under common control with ANGELCARE (collectively, the “Affiliates”), each of which is entitled to the benefit of each provision of this Agreement and each and every other agreement between you and ANGELCARE or any of the Affiliates: (i) this Agreement and each and every provision hereof is for the exclusive benefit of ANGELCARE and you and not for the benefit of any third party, and (ii) no third party shall be entitled to rely upon or enforce this Agreement or be a third-party beneficiary hereof. You acknowledge that, notwithstanding that each Affiliate may not be party to this Agreement, each Affiliate shall have the full right and entitlement to take the benefit of and enforce the rights, indemnities, disclaimers and limitations of liability provided in this Agreement in favor of ANGELCARE and may directly enforce, invoke or otherwise apply such rights, indemnities, disclaimers and limitations of liability against you, or anyone claiming rights of any nature whatsoever through you. You agree that, to the fullest extent permissible under applicable law, ANGELCARE may enforce any rights, indemnities, disclaimers and limitations of liability for and on behalf of any of its Affiliates and, in such event, you will not, in any proceeding to enforce the rights, indemnities, disclaimers and limitations of liability by or on behalf of any Affiliate, assert any defense thereto based on the absence of authority or consideration or privity of contract, and you hereby irrevocably waive the benefit of any such defense.
3. REGISTRATION: USERNAMES AND PASSWORDS
3.1 You may be required to register or create an account in order to access certain areas or features of the Services, for example, to post Submissions (as defined hereinafter). With respect to any such registration or account, you may not use (and we may refuse to grant you) any user name or e-mail address that: (a) belongs to or is already being used by another person; (b) may be construed as impersonating another person; (c) violates the intellectual property or other rights of any person; (d) is offensive; or (e) we reject for any other reason in our sole discretion. You are responsible for maintaining the confidentiality of any password you may use to access the Services, and you agree not to transfer your password or username or lend or otherwise transfer your use of or access to the Services, to any third party. You are fully responsible for all interactions with the Services that occur in connection with your username, registration or account. You agree to immediately notify ANGELCARE of any unauthorized use of your password or username or any other breach of security related to your registration or account on the Services, and to ensure that you “log off” and exit from the Services (if applicable) at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations. ANGELCARE has no obligation to inquire as to the authority or propriety of any use of or action taken under your password, username, registration or account, and will not be responsible for any loss to you arising from any such use or action, or from your failure to comply with this provision.
4. RULES OF CONDUCT
4.1 While using the Services, you agree to comply with this Agreement and all applicable laws, rules and regulations, and to respect the rights and dignity of others. In addition, your use of the Services is conditioned on your compliance with the rules of conduct set forth herein, and failure to comply with this Agreement and/or these rules of conduct (including without limitation your engagement in any copyright infringement through or in connection with the Services) may result in suspension or termination of your access to the Services.
4.2 You agree to only use the Services to make legal and legitimate inquiries and orders.
4.3 You agree not to post, transmit, or otherwise make available through the Services:
4.3.1 Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, abusive, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortious; (d) unlawful, obscene, offensive, indecent, pornographic, sexual or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right except with the express written consent of the owner of such right.
4.3.2 Any material that: (a) would give rise to criminal or civil liability; (b) encourages conduct that constitutes a criminal offense; (c) promotes gambling; or (d) encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
4.3.3 Any virus, worm, Trojan horse, Easter egg, time bomb, malware, spyware, or other computer code, file, or program that is harmful or invasive or that may, or is intended to, damage, hijack, disable, interfere with, intercept, or disrupt the operation of, or monitor the use of, any hardware, software, equipment, data or information.
4.3.4 Any unsolicited or unauthorized advertisements, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation that is not expressly approved by ANGELCARE in advance.
4.3.5 Any unsolicited e-mail messages related to ANGELCARE to any individual without his/her prior knowledge and prior consent or otherwise in violation of this Agreement and any law, rule or regulation.
4.3.6 Any speculative, false or fraudulent orders for products; if we are of the opinion that such an order has been made, we shall be entitled to cancel the order and inform the relevant authorities.
4.3.7 Any personal information of another individual, without the prior lawful consent of such individual.
4.3.8 Any material, non-public information about a company, without the proper authorization to do so.
4.4 You further agree not to:
4.4.1 Use the Services for any fraudulent or unlawful purpose.
4.4.2 Use the Services to defame, abuse, harass, stalk, threaten, “bully,” or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or to harvest or collect information about users of the Services.
4.4.3 Impersonate any person or entity, including without limitation any employee, agent or other representative of ANGELCARE; including by (a) falsely stating or otherwise misrepresenting your affiliation with any person or entity in connection with the Services; or (b) expressing or implying that we endorse any statement you make.
4.4.4 Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks.
4.4.5 Use the Services to (a) advertise or offer to sell or buy any goods or services for any business purpose, or otherwise promote any services, businesses, or opportunities, or (b) solicit visitors or users of the Services to visit, become members of, subscribe to, or register with any commercial online service or other organization; in each case, without ANGELCARE’s express prior written consent.
4.4.6 Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the Services.
4.4.7 Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services.
4.4.8 Remove any copyright, trademark, or other proprietary rights notice from the Services or from materials originating from the Services.
4.4.9 Frame or mirror any part of the Services.
4.4.10 Create a database by downloading and storing content from the Services.
4.4.11 Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way systematically gather content from the Services or reproduce or circumvent the navigational structure or presentation of the Services without ANGELCARE’s express prior written consent.
4.4.13 Probe, scan or test the vulnerability of the Services or any network connected to them or breach the security or authentication measures on them, or any network connected to them.
4.4.14 Forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the original of any message you send to ANGELCARE or any other person on or through the Services.
4.5 Additionally, you acknowledge and agree that you are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Services, and for paying all charges related thereto.
5. PRODUCT PURCHASES
5.1 Personal Use. You may purchase products via the Services only for personal use and not for resale. By placing an order, you represent and warrant that you are purchasing products for personal use only and not for resale.
5.2 Product Availability. Availability of products for sale on the Services may vary and products displayed may be out of stock or discontinued. Some products may be available only in limited quantities or while supplies last. Display of an item on the Services is not a guarantee that the item is in stock or that it will be in stock at a later date. Once an item is out of stock, we will attempt to remove the item promptly from display on the Services. If you have ordered something which is not available, you will have the option to either: (i) be refunded any money you have paid in respect thereof; or (ii) purchase another product at any price, in which case you will not be required to pay any price adjustment if the price of the replacement item is higher than the price of the product you initially selected, but you will be refunded the amount of any overpayment if the price of the replacement item is less than the price of the product you initially selected.
5.3 Orders. Although we have made every effort to display products as accurately as possible on the Services, the manner in which products are actually displayed will depend upon the monitor or device of the user. We cannot guarantee that your monitor or device will accurately portray the actual colors, textures or details of our products.
To place an order, you will be required to follow the shopping process online, accept this Agreement, and press the “Place Order” button to submit the order. By accepting this Agreement and clicking “Place Order”, you agree that your order will be subject to this Agreement.
You will receive an e-mail from us acknowledging that we have received your order (the “Order Confirmation”), which does not mean that your order has been accepted, as your order constitutes your offer to us to buy products from us. All orders are subject to product availability and acceptance by us, and we will confirm such acceptance to you by sending you an e-mail confirmation when the order is shipped (the “Shipment Confirmation”).
5.4 Price. The price of the products shall be as quoted from time to time on the Services. While we take care to ensure that all prices and terms quoted on the Services are accurate, errors may occur, and prices may change without notice. If we discover an error in the price or any other terms of any products you have ordered, we will inform you as soon as possible and give you the option of reconfirming the order at the correct price or the appropriate terms or cancelling the order. If we are unable to contact you within 10 days, the order will be deemed to be cancelled.
All prices listed on the Services are in the currency that corresponds to your browsing preference on the Services (i.e., prices are quoted in Canadian dollars if you are browsing on the Canadian version of the ANGELCARE GROUP WEBSITE(S) and in United States dollars if you are browsing on the United States version of the ANGELCARE GROUP WEBSITE(S)) and are exclusive of shipping charges and applicable taxes. Applicable taxes are charged according to the shipping address of your order as provided by applicable law and are calculated upon checkout before you confirm your order. You will not be responsible for self-assessing the applicable taxes or duties and remitting the amount of such taxes to the relevant authorities.
5.5 Payment. By clicking “Place Order”, you will be redirected to your PayPal account to approve the payment and you are confirming that the PayPal account being used is yours. Once approved, you will be brought back to the ANGELCARE GROUP WEBSITE(S) to finalize your order. Credit and debit cards used through PayPal are subject to validation checks and authorization by the credit or debit card issuer; if PayPal does not receive the required authorization or fails to provide us with a confirmation of approval of the transaction, we will not be able to fulfill your order and the transaction will be cancelled. You will be required to place another order and provide valid payment.
If you do not have access to PayPal, we encourage you to find your closest retailer of products sold via the Services. To find the retailer nearest to you, please visit Where to Buy.
5.6 Shipping and Delivery. Products offered through the Services are available for delivery to addresses in Canada, the United States, or the United Kingdom, specific to the ordering functions and product availability of each site. Shipping addresses must be valid addresses, including post office boxes.
Once your order is shipped, we will e-mail you a tracking number to enable you to track your package at all times. The time it takes for your order to be delivered depends on where you are located and what type of shipping method you select. Any delivery time provided by us is an estimate only. If you have ordered multiple products, you may receive all or some of them separately, on different dates.
You are responsible for the shipping costs associated with the delivery to you of products purchased through the Services. Shipping fees are generally not refundable but may be permitted (at our sole discretion) where a product warranty issue arises.
All products purchased are intended for use in the country from which they are ordered. If, however, you decide to take products to another country, you will be responsible for adhering to both the export legislation of the order country and the import legislation of the destination country. ANGELCARE shall not be liable in this regard.
5.7 Title and Risk. Title and risk in respect of products purchased will be transferred to you upon delivery.
5.8 Returns and Exchanges. Our Return and Exchange Policy for Online purchases applies only where products do not comply with the applicable warranty. We do not refund, exchange or credit items that you no longer want, or for any reason other than failure to comply with the applicable warranty. The Policy can be found here, or you may Contact Us for assistance with returns and exchanges. Where permitted, refunds will be credited to your original method of payment and will be equal to the cost of the returned products plus applicable taxes. Shipping and handling charges will be refunded where a product warranty issue has arisen. Warranty information in respect of each product can be found on the designated webpage for the product.
6. INFORMATION YOU SUBMIT THROUGH THE SERVICES
6.1 Generally. You may be able to post or submit information and materials on or via the Services, or by means other than the Services including without limitation via our social media pages and accounts such as Facebook, Twitter, Instagram and YouTube, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, ideas, suggestions, submissions, data, reviews, comments, information, personal information, files, links and other materials and derivative works thereof (collectively, “Submissions”). For purposes of clarity, you retain ownership of any Submissions that you post or submit, subject to the provisions of this Agreement (including the license grant in Section 6.2 below). You hereby acknowledge and agree that you do not have any rights to use or incorporate into any Submission or other materials, any content or materials owned by us or any of the Affiliates, or our or their respective licensors or suppliers (collectively, “ANGELCARE Content”). For the sake of clarity, ANGELCARE, the Affiliates or our or their respective licensors or suppliers, as applicable, shall retain ownership of the ANGELCARE Content.
6.2 License Grant. You hereby grant us and our Affiliates a non-exclusive, worldwide, irrevocable, perpetual, transferable, and royalty-free license to (a) use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, adapt, modify, make derivative works of (including without limitation by incorporating such Submission into any other work, or into our, the Affiliates’ or our or their respective designees’ products or services), and otherwise use and exploit in any manner whatsoever, all or any portion of any Submissions you make for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same; and (b) exercise all image, publicity and other personality rights relating to such Submissions. As permitted by applicable law, you further hereby waive any moral rights (including attribution and integrity) that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such moral rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 7. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to contest existing or future intellectual property rights relating to your Submissions. Lastly, you agree that by disclosing any Submissions through the Services, (a) no confidential or fiduciary relationship is established by virtue of such Submissions and that the Submissions are not submitted in confidence and (b) no obligation or estoppel of any kind is assumed by, nor may be implied against, ANGELCARE by virtue of such Submissions. IF YOU DO NOT WISH TO GRANT THE RIGHTS PROVIDED IN THIS SECTION 7.2, PLEASE REFRAIN FROM MAKING ANY SUBMISSIONS TO THE SERVICES.
6.3 Submissions. You agree that you will not post any false, inaccurate or incomplete Submissions or delete or revise any Submissions that were not posted by you. You further agree to promptly update your Submissions when required upon the occurrence of any change in such information. You are responsible for your own Submissions and are responsible for the consequences of your Submissions. Your Submissions must comply with all applicable laws, rules and regulations and this Agreement.
6.4 Testimonials. We display personal testimonials of satisfied customers on the ANGELCARE GROUP WEBSITE(S) in addition to other endorsements and reviews of our products. With your consent we may post your testimonial along with your name and any other information you choose to provide us. If you wish to update or delete your testimonial, you can Contact Us or e-mail us at email@example.com.
6.5 Disclaimers. It is possible that ANGELCARE GROUP WEBSITE(S) visitors will post information or materials on the ANGELCARE GROUP WEBSITE(S) that are wrong or misleading or that otherwise violate this Agreement or applicable laws. We, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers do not endorse and are not responsible for any information or materials made available through the Services or your use of or reliance on such information or materials.
6.6 Representations and Warranties. In providing us your Submissions, you hereby represent and warrant that (a) you have obtained, where required and at your own expense, all necessary consents, rights and permissions required to grant us the license provided in Section 7.2 above, including with respect to any third party materials and personal information of another individual contained in the Submissions, and including, where such other individuals are under the age of majority, all necessary consents, releases and/or permissions from the parental authority, legal guardian or any other entity from whom such consent, release or permission is required (and in each case you agree to provide us with a copy of any such consents, releases and/or permissions upon our request); (b) any Submissions that you post, and the use thereof by us, the Affiliates, our and their respective designees, and other users of the Services do not and shall not infringe or violate any (i) applicable laws, regulations, this Agreement, or any other obligation to which you are explicitly or implicitly bound (including without limitation any agreement with any third party), or (ii) patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (c) any Submission that you post is not confidential and does not contain any confidential information. You agree that ANGELCARE is not responsible for any violations of any third-party intellectual property rights in any of your Submissions. You agree to pay all royalties, fees and any other monies owing to any person by reason of your Submissions uploaded, displayed or otherwise provided by you.
6.7 No Obligation to Use. We shall determine in our sole discretion whether or not to exercise any right granted to us under this Agreement or at law or equity, and we shall have no obligation to (a) use or otherwise exploit any Submission or (b) include any Submission in the Services or in any other services or materials. You agree that we have the right to without notice: (c) remove, reject or refuse to post any of your Submissions, in whole or in part, at any time and for any or no reason; (d) at all times, take such actions with respect to any of your Submissions ANGELCARE deems necessary or appropriate; or (e) take appropriate legal action, including, without limitation, referral to law enforcement or any other governmental authority with respect to your Submissions or your use of any of the Services. Without limiting the foregoing, we will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.
6.8 Waiver (THIS CLAUSE IS NOT APPLICABLE TO QUEBEC CONSUMERS). To the extent permitted under applicable law, you agree to forever release, discharge and waive all claims against us, the Affiliates and our and their respective directors, officers, employees, agents, representatives, licensors and providers from, and covenant not to initiate, file, maintain, or proceed upon, any claims, demands, actions, losses, costs, damages, liabilities, judgments, settlements or expenses (including without limitation reasonable attorneys’ fees) that relate in any way to the use of any Submission in a manner consistent with the rights granted under this Agreement, including without limitation any claim for misappropriation. Additionally, to the extent permitted under applicable law, you hereby waive and assign to ANGELCARE any and all rights that you may have under laws worldwide that concern “moral rights” or “droit moral,” or similar rights, in connection with any Submission (and you hereby represent and warrant that you have obtained clear, express written waivers and assignments from any applicable third parties with respect to any and all rights that such third parties may have under such laws in connection with any of your Submissions). At any time upon our request, you shall: (a) take or cause to be taken all such actions as we may reasonably deem necessary or desirable in order for us and the Affiliates to obtain the full benefits of this Agreement and any licenses and assignments granted by you hereunder; and (b) execute a non-electronic hard copy of this Agreement.
7.2 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). If you become aware of any unlawful, defamatory, offensive, insulting, disrespectful, malicious, accusatory or objectionable material(s) on the Services, you can Contact Us or write to us at firstname.lastname@example.org with a description of the material(s) at issue and the URL or location of such materials. Notwithstanding the foregoing, ANGELCARE has no obligation, nor any responsibility to any party to monitor the Services and does not and cannot undertake to review the Submissions or any other material(s) that you or other users submit. ANGELCARE cannot ensure prompt removal of objectionable material(s) or Submissions after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws. ANGELCARE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO STORE SUBMISSIONS. YOU SHOULD TAKE MEASURES TO PRESERVE COPIES OF ANY SUBMISSIONS YOU POST ON THE SERVICES.
8. INTELLECTUAL PROPRIETARY RIGHTS
8.1 We, the Affiliates and/or our and their respective licensors and suppliers own the Services and the information and materials (including without limitation any ANGELCARE Content) made available on or through the Services. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on all or any part of the Services or any information or materials (including without limitation any ANGELCARE Content) made available through the Services.
8.2 We, the Affiliates and/or our or their respective licensors or suppliers own the trade names, trademarks and service marks on the Services, including without limitation ”ANGELCARE” and “ANGEL CARE”. All trademarks and service marks on the Services not owned by us or the Affiliates are the property of their respective owners. You may not use our trade names, trademarks, or service marks in any manner, including any manner that is likely to cause confusion. Nothing contained herein or on the Services should be construed as granting any license or right to use any trade names, trademarks, or service marks without express prior written consent of the owner.
UNAUTHORIZED USE OF THE SERVICES (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE SERVICES AVAILABLE) MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIES INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
8.3 The material and images contained on the Services are protected by the copyright and trademark laws of Canada, the United States of America, and foreign jurisdictions; unauthorized or improper use of the material, images and files on the Services may result in violation of those laws.
9. THIRD-PARTY SERVICES AND LINKS
9.2 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). Further, we expressly disclaim responsibility and liability for any and all Third-Party Applications and you acknowledge and agree that neither we nor the Affiliates, nor our or their respective directors, officers, employees, agents, representatives, licensors or providers (collectively, the “ANGELCARE Parties”), are responsible or liable for any loss or damage of any sort incurred as a result of such dealings or as a result of your use of any Third-Party Applications or for any information, content, services or products provided by or through any Third-Party Applications. The ANGELCARE Parties also disclaim, to the maximum extent permissible under applicable laws, any responsibility for the content, materials, accuracy of information, and/or the quality or availability of any products or services provided by, available through or advertised by Third-Party Applications. Moreover, the availability of Third-Party Applications on the Services does not imply our endorsement of, or our affiliation with any provider or host of, such Third-Party Applications.
10.1 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE SERVICES AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE SERVICES, WHICH ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS, GUARANTEES OR WARRANTIES OF ANY KIND, AND WE, THE AFFILIATES, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL STATUTORY AND IMPLIED REPRESENTATIONS, GUARANTEES, WARRANTIES, TERMS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND NON-INFRINGEMENT. ANGELCARE MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY THAT THE SERVICES OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION, CONTENT, MATERIALS, FUNCTIONS, ADVICE, RESULTS AND SERVICES MADE AVAILABLE THROUGH THE ANGELCARE GROUP WEBSITE(S) WILL BE ACCURATE, RELIABLE, COMPLETE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ANY RELIANCE ON OR USE OF THE SERVICES OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICES SHALL BE AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, ANGELCARE MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY ANGELCARE REPRESENTATIVES OR ANY OTHER THIRD PARTIES; (B) THAT THE SERVICES WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE SERVICES OR THE SERVERS OR NETWORKS THROUGH WHICH THE SERVICES ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM.
Applicable law may not allow for limitations of certain implied warranties; solely to the extent that such law applies to you, some or all of the above limitations or disclaimers may not apply to you, and you may have additional rights.
10.2 The Services may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Services. If you become aware of any unauthorized third party alteration to the Services, write to us at marketing @angelcaregroup.com with a description of the material(s) at issue and the URL or location on the Services of such materials.
11. LIMITATION OF LIABILITY (THIS SECTION DOES NOT APPLY TO QUEBEC CONSUMERS)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL ANGELCARE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSSES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR CONTRACTUALLY OR EXTRA-CONTRACTUALLY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FAULT OR OTHERWISE) OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED ARISING FROM OR IN ANY WAY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE PERFORMANCE OF, OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE ANGELCARE GROUP WEBSITE(S) OR THE SERVICES, NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF SALES, LOSS OF REVENUE, LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE ANGELCARE GROUP WEBSITE(S) (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS) OR THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ANGELCARE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. ANGELCARE IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS, TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. ANGELCARE IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PERSON OR ENTITY (INCLUDING WITHOUT LIMITATION ANY ANGELCARE REPRESENTATIVE), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER’S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL ANGELCARE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT, THE SERVICES, OR YOUR USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCTS OR SERVICES THAT UNDERLIE THE CLAIM(S).
Applicable law may not allow for exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above exclusions or limitations may not apply to you, and you may have additional rights. For example, in some jurisdictions, a website operator may not exclude or limit liability for personal injury or death directly resulting from the use of such operator’s website or such operator’s negligence.
12. INDEMNIFICATION (THIS SECTION DOES NOT APPLY TO QUEBEC CONSUMERS)
To the maximum extent permissible under applicable law, you will be solely responsible for and agree to defend, indemnify and hold harmless the ANGELCARE Parties from and against any and all allegations, claims, liabilities, actions, damages, demands, costs and expenses, causes of action, including reasonable attorney’s fees, and other proceedings (“Claims”) that directly or indirectly arise from or are related to any of the following: (a) your use of, inability to use, or activities in connection with the Services; (b) any violation of this Agreement or any other ANGELCARE terms, conditions or policies by you; (c) any order or transaction; (d) any Submission or other materials that you make available through the Services (including without limitation any Claim that such Submission or other materials or the use thereof caused damage to, or infringed or otherwise violated the intellectual property, privacy, or other rights of, any third party); or (e) your violation of any rights of any visitor, user, or customer of the Services, or any other third party; and you agree to reimburse the ANGELCARE Parties on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur (including attorneys’ fees and court costs) as a result of any such Claim(s). You will cooperate as fully required by the ANGELCARE Parties, in the defense of any Claims. Notwithstanding the foregoing, the ANGELCARE Parties retain the exclusive right to settle, compromise, and pay any and all Claims. the ANGELCARE Parties reserve the right to assume the exclusive defense and control of any Claims. You will not settle any Claims without, in each instance, our prior written authorization. This section is not intended to limit any causes of action against us that you may have but are not waivable under applicable law.
13. SUSPENSION OR RESTRICTION OF ANGELCARE GROUP WEBSITES ACCESS
You agree that ANGELCARE may suspend, restrict, or terminate your access to or use of the Services, at any time and for any reason, including without limitation if you have violated or acted inconsistently with the letter or spirit of this Agreement (including without limitation your failure to comply with the rules of conduct set forth above). Upon any such suspension, restriction or termination, your right to use the Services will immediately cease. You agree that any suspension, restriction or termination of your access to or use of the Services may be affected without prior notice and that ANGELCARE may immediately deactivate or delete any username and/or password used by or provided to you, and all related information and files associated therewith, and/or bar any further access to such information or files. ANGELCARE shall not be required to make such information or files available to you after any such termination, suspension, or restriction.
14. FORCE MAJEURE
ANGELCARE shall not be held responsible for a failure to execute, in whole or in part, any of its obligations towards you, nor for losses or damages that could result from such failure to execute, if said failure is as a result of a force majeure or of any circumstance beyond its control.
15. GOVERNING LAW; DISPUTE RESOLUTION
15.1 This Agreement shall be governed by the laws of the Province of Quebec. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchase or sale of any of our products.
15.2 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). To the extent permitted by applicable law, you agree that any dispute or claim arising out of or relating to this Agreement or your access to or use of the Services must be submitted exclusively to confidential binding arbitration under the authority of the Institut de médiation et d’arbitrage du Québec (IMAQ) in accordance with its Expedited Arbitration Rules. The arbitration must take place in Montreal, Quebec. The parties and witnesses shall have the right to use English or French or both. The decision of the arbitrator will be final and binding on all parties to the dispute, and without appeal or review. Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.
15.3 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). You acknowledge and agree that your contractual relationship with ANGELCARE is unique and that any judicial or arbitration proceedings directly or indirectly arising out of or in relation to this Agreement and any relationship between you and any of the ANGELCARE Parties will be considered unique on its facts. You accordingly waive any right or entitlement to join any complaint, action or cause of action presented for arbitration or any proceeding with any complaint or dispute between any of the ANGELCARE Parties and any other person. You hereby waive your right to bring or join in any class, collective, multi-party or group action or proceeding, whether in arbitration or in any court or agency. Any arbitration or proceeding must be on an individual, segregated basis and not consolidated or combined with any other proceeding or claims of other parties, and the parties and the arbitrator or judiciary, as the case may be, will have no authority or power to proceed with any claim on a class, collective, multi-party or group basis, or to otherwise join or consolidate any claim with any other claim or proceeding involving third parties.
16.1 If any provision of this Agreement shall be deemed to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
16.2 You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.
16.3 No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
16.4 Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
16.5 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). This Agreement, together with all agreements and statements referred to herein and incorporated herein by reference, is the entire agreement between you and ANGELCARE relating to the subject matter hereof and, except as otherwise provided herein, supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ANGELCARE relating to such subject matter.
16.6 (THIS CLAUSE DOES NOT APPLY TO QUEBEC CONSUMERS). You acknowledge that any breach, threatened or actual, of this Agreement may cause irreparable harm to ANGELCARE, such harm would not be quantifiable in monetary damages, and ANGELCARE may not have an adequate remedy at law. You agree that ANGELCARE shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this Agreement, and without the necessity of showing or proving any actual or threatened damage or harm, notwithstanding any rule of law or equity to the contrary. You hereby waive any requirement that ANGELCARE post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ANGELCARE to enforce any provision of this Agreement.
16.7 Except as expressly set forth herein, nothing in this Agreement is intended to or shall confer on any person (other than the Parties and their respective successors or permitted assigns) any rights, remedies, obligations, or liabilities.
16.8 The Parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. In the event this Agreement is available in a language other than English and the English version, and such other version diverge, the English language version of this Agreement shall prevail. If you reside in Quebec, you acknowledge having been provided with a French version of this Agreement first, after which you expressly requested to be provided with and bound by its English version.
16.9 Angelcare can be contacted at 2000 McGill College, Montreal (QC), Canada H3A 3H3, or email@example.com.