Terms & Conditions of Use and Sale
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING AND/OR PLACING AN ORDER THROUGH THE ANGELCARE WEBSITE.
The ANGELCARE WEBSITE (including angelcarebaby.com, www.padlocker.ca, www.litterlocker.com and any other website(s) managed, operated and/or administered by or on behalf of Angelcare Monitors Inc. (“ANGELCARE,” “we,” “us,” and “our”), (together with any successors to such website(s), the “ANGELCARE WEBSITE”) provides users with access to content and services related to us and our products, including audiovisual content, images, forums, blogs, text, data and other similar content and services. Use of the ANGELCARE WEBSITE by you (“you”, “your”) is governed by the provisions of these Terms & Conditions of Use and Sale, which constitute an agreement between you and ANGELCARE (the “Agreement”).
By accessing the ANGELCARE WEBSITE, you confirm having read and understood this Agreement. If you do not wish to be bound by this Agreement, do not use the ANGELCARE WEBSITE. Further, by using the ANGELCARE WEBSITE, you confirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement. If you are not of legal age to enter into this Agreement and have not obtained parental or guardian consent to enter into this Agreement, then you may not use the ANGELCARE WEBSITE.
IF YOU ARE AT ANY TIME DISSATISFIED WITH THIS AGREEMENT OR THE ANGELCARE WEBSITE, YOUR SOLE REMEDY IS TO CEASE USING THE ANGELCARE WEBSITE.
We reserve the right to change, amend, or update this Agreement, in whole or in part, from time to time at our sole discretion, and you agree to be bound by such modifications, alterations, or updates once they are posted on the ANGELCARE WEBSITE. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement. Your continued use of the ANGELCARE WEBSITE following the posting of changes to this Agreement will mean that you accept those changes, provided that any material change to this Agreement shall not apply retroactively to any claim or dispute between you and us in connection with this Agreement that arose prior to the “LAST UPDATED” date applicable to that version of this Agreement in which we included such material change. If you do not agree to any changes made to this Agreement, do not use the ANGELCARE WEBSITE.
We may, at any time, modify or discontinue all or part of the ANGELCARE WEBSITE, remove or edit any materials or content on the ANGELCARE WEBSITE (including terminating, changing, suspending or discontinuing any aspect of the ANGELCARE WEBSITE), charge, modify or waive fees required to use the ANGELCARE WEBSITE; offer opportunities to some or all ANGELCARE WEBSITE users, subject to any restrictions placed on our exercise of such rights under applicable law; or add or withdraw any products from the ANGELCARE WEBSITE. We will not be liable to you or any other person or entity for doing so.
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 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. INFORMATION YOU SUBMIT THROUGH THE ANGELCARE WEBSITE
3.2 IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH OR IN CONNECTION WITH THE ANGELCARE WEBSITE, YOU DO SO AT YOUR OWN RISK.
4. REGISTRATION: USER NAMES AND PASSWORDS
4.1 You may be required to register or create an account in order to access certain areas or features of the ANGELCARE WEBSITE, 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 belongs to or is already being used by another person; that may be construed as impersonating another person; that violates the intellectual property or other rights of any person; that is offensive; or that 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 ANGELCARE WEBSITE, and you agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the ANGELCARE WEBSITE, to any third party. You are fully responsible for all interactions with the ANGELCARE WEBSITE that occur in connection with your user name, registration or account. You agree to immediately notify ANGELCARE of any unauthorized use of your password or user name or any other breach of security related to your registration or account on the ANGELCARE WEBSITE, and to ensure that you “log off” and exit from the ANGELCARE WEBSITE (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, user name, 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.
4.2 If you are an ANGELCARE employee, you agree that ANGELCARE may identify you as such (for example, by means of a badge or other identifier) while you use the ANGELCARE WEBSITE. If you do not want to be so identified, then Contact Us or do not use the ANGELCARE WEBSITE.
5. RULES OF CONDUCT
5.1 While using the ANGELCARE WEBSITE, you agree to comply with all applicable laws, rules and regulations, and to respect the rights and dignity of others. In addition, your use of the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE) may result in suspension or termination of your access to the ANGELCARE WEBSITE.
5.2 You agree to only use the ANGELCARE WEBSITE to make legitimate inquiries and orders.
5.3 You agree not to post, transmit, or otherwise make available through the ANGELCARE WEBSITE:
5.3.1 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 tortuous; (d) unlawful, obscene, 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.
5.3.2 Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
5.3.3 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.
5.3.4 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.
5.3.5 Any unsolicited e-mail messages related to ANGELCARE to any individual without his/her prior knowledge and prior consent or otherwise in violation of any law, rule or regulation.
5.3.6 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.
5.3.7 Any personal information of another individual, without the prior lawful consent of such individual.
5.3.8 Any material, non-public information about a company, without the proper authorization to do so.
5.4 You further agree not to:
5.4.1 Use the ANGELCARE WEBSITE for any fraudulent or unlawful purpose.
5.4.2 Use the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE.
5.4.3 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 ANGELCARE WEBSITE; or (b) expressing or implying that we endorse any statement you make.
5.4.4 Interfere with or disrupt the operation of the ANGELCARE WEBSITE or the servers or networks used to make the ANGELCARE WEBSITE available; or violate any requirements, procedures, policies or regulations of such networks.
5.4.5 Use the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE visitors or users 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.
5.4.6 Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the ANGELCARE WEBSITE.
5.4.7 Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the ANGELCARE WEBSITE.
5.4.8 Remove any copyright, trademark or other proprietary rights notice from the ANGELCARE WEBSITE or from materials originating from the ANGELCARE WEBSITE.
5.4.9 Frame or mirror any part of the ANGELCARE WEBSITE.
5.4.10 Create a database by downloading and storing ANGELCARE WEBSITE content.
5.4.11 Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather ANGELCARE WEBSITE content or reproduce or circumvent the navigational structure or presentation of the ANGELCARE WEBSITE without ANGELCARE’s express prior written consent.
5.5 Additionally, you acknowledge and agree that you (to the complete exoneration of ANGELCARE) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the ANGELCARE WEBSITE, and for paying all charges related thereto.
6. PRODUCT PURCHASES
6.1 Personal Use. You may purchase products on the ANGELCARE WEBSITE 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.
6.2 Product Availability. Availability of products for sale on the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE 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 ANGELCARE WEBSITE. 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 over-payment if the price of the replacement item is less than the price of the product you initially selected.
6.3 Orders. Although we have made every effort to display products as accurately as possible on the ANGELCARE WEBSITE, 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 and press the “Place Order” button to submit the order. By 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”).
No contract in respect of the purchase of products offered on the ANGELCARE WEBSITE shall exist between you and us until your order has been accepted by us and we send you the Shipment Confirmation.
6.4 Price. The price of the products shall be as quoted from time to time on the ANGELCARE WEBSITE. While we take care to ensure that all prices and terms quoted on the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE are in the currency that corresponds to your browsing preference on the ANGELCARE WEBSITE (i.e., prices are quoted in Canadian dollars if you are browsing on the Canadian version of the ANGELCARE WEBSITE and in United States dollars if you are browsing on the United States version of the ANGELCARE WEBSITE) 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. You will not be responsible for self-assessing the applicable taxes or duties and remitting the amount of such taxes to the relevant authorities.
6.5 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 WEBSITE 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 responsible for any damages or costs resulting from any delay or non-delivery.
If you do not have access to PayPal, we encourage you to find your closest retailer of products sold on the ANGELCARE WEBSITE. To find the retailer nearest to you, please visit Where to Buy.
6.6 Shipping and Delivery. Products offered through the ANGELCARE WEBSITE are available for delivery to addresses in Canada and the United States. Shipping addresses must be valid addresses, including post office boxes.
Once your order is shipped, we will e-mail you a FedEx tracking number to enable you to track your package at all times. Please Contact Us if you do not receive your tracking number.
We generally ship orders within two (2) business days when inventory is on hand. The time it takes for your order to be delivered depends on where you are located and what type of shipping method you select. Delivery times are estimates only and ANGELCARE will not be responsible for any damages or costs resulting from any delays in delivery.
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 ANGELCARE WEBSITE. Shipping fees are not refundable except 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.
6.7 Title and Risk. Title and risk in respect of products purchased will be transferred to you upon delivery.
6.8 Returns and Exchanges. Our Return and Exchange Policy for Online purchases applies only where products do not comply with the applicable warranty. The Policy can be found here or you may Contact Us for assistance with returns and exchanges. 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.
7.1 Generally. The ANGELCARE WEBSITE may contain areas where you are able to post information and materials including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, ideas, suggestions, submissions, data, reviews, comments, information, files, links and other materials (each, a “Submission”). For purposes of clarity, you retain ownership of any Submissions that you post, subject to the provisions of this Agreement (including the license grant in Section 7.4 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.
7.2 Submissions. You agree that you will not post any false or inaccurate Submissions or delete or revise any Submissions that were not posted by you. You are responsible for your own Submissions and are responsible for the consequences of your Submissions.
7.3 Testimonials. We display personal testimonials of satisfied customers on the ANGELCARE WEBSITE in addition to other endorsements and reviews of our products. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can Contact Us or e-mail [email protected]
7.4 License Grant. For each Submission that you post, you hereby grant to us and the Affiliates a world-wide, royalty free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to: (i) reproduce, distribute, transmit, perform and display (publicly or otherwise), make available to the public, adapt, modify, edit, translate, make, sell, offer to sell, import, and otherwise use and exploit (and have others exercise such rights on behalf of us or the Affiliates, through multiple tiers) such Submission, any ideas accompanying, related to, or embodied in such Submission, and any materials embodying, incorporating, or derived from such Submission, in any format or media now known or hereafter developed; (ii) create derivative works from such Submission (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); (iii) exercise all trademark, publicity and other proprietary rights with regard to such Submission; (iv) use your name, photograph, portrait, picture, voice, likeness and biographical information as news or information and for advertising or promotional purposes, whether or not in connection with your Submission; and (v) use your Submission (including the contents thereof and any derivative works thereof) for any advertising or promotional purposes. IF YOU DO NOT WISH TO GRANT THE RIGHTS PROVIDED IN THIS SECTION 7.4, PLEASE REFRAIN FROM POSTING ANY SUBMISSIONS ON THE ANGELCARE WEBSITE.
7.5 Disclaimers. It is possible that ANGELCARE WEBSITE visitors will post information or materials on the ANGELCARE WEBSITE that are wrong or misleading or that otherwise violate this Agreement. 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 ANGELCARE WEBSITE or your use of or reliance on such information or materials. All Submissions will be deemed to be non-confidential and may be (i) disclosed to the general public and (ii) used by us without (A) any confidentiality or other non-disclosure obligations or (B) compensation to you or any third party. We reserve the right, at any time and in our sole discretion, to set limits on the number and size of Submissions that may be posted on the ANGELCARE WEBSITE or the amount of storage space available for Submissions. ANGELCARE is not responsible for any improper use of Submissions by third parties. Any use of Submissions by third parties in a manner contrary to applicable laws and regulations or this Agreement is beyond ANGELCARE’s control and, consequently, ANGELCARE is not liable.
7.6 Acknowledgement. You hereby acknowledge and agree that (i) you have received good and valuable consideration in exchange for the rights granted by you hereunder in and to any Submission that you post, which consideration includes, without limitation, the ability to participate in activities on the ANGELCARE WEBSITE and the possibility that publicity or favorable exposure may arise from our or the Affiliates’ use of such Submission or any derivative works incorporating or embodying such Submission; and (ii) you are not entitled to any further compensation for any use or other exploitation of such Submission by us or the Affiliates or any other person or entity in connection with the rights in such Submission that have been granted hereunder and/or that are available under applicable law.
Because of the large number of ideas and works that ANGELCARE has already developed, or that have been suggested to us by third parties, the possibility exists that any Submission that you may make through the ANGELCARE WEBSITE is similar to information, ideas, suggestions, submissions or other material already known to us. By disclosing any Submission through the ANGELCARE WEBSITE, you agree that (a) no confidential relationship is established by virtue of such Submission and that the material is not submitted in confidence and (b) no obligation of any kind is assumed by, nor may be implied against, ANGELCARE by virtue of such Submission. Moreover, no liability shall result from the use of such Submission by ANGELCARE.
7.7 Representations and Warranties. You hereby represent and warrant that: (i) you have the legal right and authority to enter into this Agreement; (ii) you solely own, or otherwise have the full right and permission to exploit, all of the rights in, to, and under any Submission that you post and to grant the rights and licenses set forth herein, and with respect to any third party materials that appear in or are otherwise incorporated or embodied in any Submission that you post, you have obtained express, written clearances from all owners of and rights holders in such third party materials as necessary to grant the rights and licenses set forth herein; (iii) any Submissions that you post, and the use thereof by us, the Affiliates, our and their respective designees, and other users of the ANGELCARE WEBSITE do not and shall not infringe or violate any patent, copyright, trademark, trade secret, or other intellectual property rights or other rights of any third party; (iv) any Submission that you post is not confidential and does not contain any confidential information; (v) in creating, preparing and posting any Submission, you (A) have complied and will comply in all respects with all applicable laws, rules (including without limitation our rules of conduct set forth in Section 5 above), and regulations and (B) have not violated and will not violate any understanding by which you are explicitly or implicitly bound (including without limitation any agreement with any third party) and (vi) you have obtained the written consent, release, and/or permission of every identifiable individual who appears in any Submission that you post, to use such individual’s name and likeness for purposes of using and otherwise exploiting such Submission(s) in the manner contemplated by this Agreement, or, if any such identifiable individual is under the age of majority, you have obtained such written consent, release and/or permission from such individual’s parent(s) or guardian(s) and from any other entity from whom such consent, release or permission is required (and, in each case, you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do post a Submission that contains the likeness of an identifiable individual, we strongly encourage you not to include any identifying information within such Submission, such as the individual’s name or address.
7.8 Waiver. 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 this Agreement and/or 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 Submission that you post). At any time upon our request, you shall: (i) 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 (ii) execute a non-electronic hard copy of this Agreement.
7.9 No Obligation to Use. We shall determine in our sole discretion whether or not to exercise any right granted to us under this Agreement, and we shall have no obligation to (i) use or otherwise exploit any Submission or (ii) include any Submission on the ANGELCARE WEBSITE or in any other services or materials.
8.1 We may, but have no obligation to: (a) monitor, evaluate or alter Submissions before or after they appear on the ANGELCARE WEBSITE; (b) seek to verify that any or all rights, consents, releases and permissions in or relating to a Submission have been obtained by you in accordance with your representations above; and/or (c) refuse, reject or remove any Submission, in whole or in part, at any time or for any reason (including without limitation if we determine in our sole discretion that all rights, consents, releases and permissions have not been obtained by you despite your representations above). You agree to cooperate with us in our verification and inquiries related to the foregoing. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose, and in accordance with our Privacy Notice.
8.2 ANGELCARE is committed to promoting online courtesy and reducing online content that is unlawful, defamatory, offensive, insulting, disrespectful, malicious, accusatory or objectionable. ANGELCARE accordingly reserves the right to modify or delete any Submissions of that nature.
8.3 If you become aware of any unlawful, defamatory, offensive, insulting, disrespectful, malicious, accusatory or objectionable material(s) on the ANGELCARE WEBSITE, you can Contact Us or write to us at [email protected] with a description of the material(s) at issue and the URL or location of such materials.
8.4 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 ANGELCARE WEBSITE.
9. INTELLECTUAL PROPRIETARY RIGHTS
9.1 We, the Affiliates and/or our and their respective licensors and suppliers own the ANGELCARE WEBSITE and the information and materials (including without limitation any ANGELCARE Content) made available on or through the ANGELCARE WEBSITE. 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 ANGELCARE WEBSITE or any information or materials (including without limitation any ANGELCARE Content) made available through the ANGELCARE WEBSITE.
9.2 We, the Affiliates and/or our or their respective licensors or suppliers own the trade names, trademarks and service marks on the ANGELCARE WEBSITE, including without limitation ”ANGELCARE” and “ANGEL CARE”. All trademarks and service marks on the ANGELCARE WEBSITE 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 ANGELCARE WEBSITE 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 ANGELCARE WEBSITE (INCLUDING WITHOUT LIMITATION ANY SOFTWARE USED TO MAKE THE ANGELCARE WEBSITE AVAILABLE) MAY SUBJECT YOU TO MONETARY DAMAGES AND OTHER CIVIL AND CRIMINAL PENALTIESINCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
9.3 The material and images contained on this ANGELCARE WEBSITE 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 this ANGELCARE WEBSITE may result in violation of those laws.
10. SWEEPSTAKES, CONTESTS, AND SIMILAR PROMOTIONS
Any sweepstakes, contests, raffles, and other promotions made available through the ANGELCARE WEBSITE (“Promotions”) may be governed by specific rules that are separate from this Agreement. By participating in any such Promotion, you agree to become subject to those rules, which may vary from the terms and conditions set forth herein. With respect to any Promotion, in the event of any conflict or inconsistency between the Promotion rules and this Agreement, the Promotion rules shall prevail.
11. LOCATION OF ANGELCARE INTERNATIONAL WEBSITE OPERATIONS
ANGELCARE is domiciled in Canada and operates the ANGELCARE WEBSITE from its offices in Canada and the United States. Any person choosing to access the ANGELCARE WEBSITE does so of his/her own free will, and it is his/her responsibility to respect all applicable local legislation.
We may limit the ANGELCARE WEBSITE’s availability, in whole or in part, to any person(s), geographic area(s) or jurisdiction(s) we choose, at any time and in our sole discretion.
12. THIRD PARTY APPLICATIONS
12.2 YOU AGREE THAT YOUR USE OF ANY THIRD PARTY APPLICATION IS AT YOUR SOLE RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD PARTY APPLICATION AND WITHOUT WARRANTIES OF ANY KIND BY ANGELCARE. UNDER NO CIRCUMSTANCES WILL ANGELCARE OR ANY OF THE AFFILIATES OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR PROVIDERS BE LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY APPLICATION OR FOR ANY INFORMATION, CONTENT, SERVICES OR PRODUCTS PROVIDED BY OR THROUGH ANY THIRD PARTY APPLICATION.
12.3 ANGELCARE shall have the right, at any time and at its sole discretion, to block links from any Third Party Application to the ANGELCARE WEBSITE through technological or other means without prior notice.
13.1 YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO YOUR USE OF THE ANGELCARE WEBSITE AND ALL GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH THE ANGELCARE WEBSITE, WHICH ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE, THE AFFILIATES, AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL STATUTORY AND IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY AND NONINFRINGEMENT. ANGELCARE MAKES NO REPRESENTATION OR WARRANTY THAT THE ANGELCARE WEBSITE OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION, CONTENT, MATERIALS, FUNCTIONS, ADVICE, RESULTS AND SERVICES MADE AVAILABLE THROUGH THE ANGELCARE WEBSITE WILL BE ACCURATE, RELIABLE, COMPLETE, OR COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE. ANY RELIANCE ON OR USE OF THE ANGELCARE WEBSITE OR ANY GOODS, SERVICES, PRODUCTS, THIRD PARTY APPLICATIONS, INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE ANGELCARE WEBSITE SHALL BE AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, ANGELCARE MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY ANGELCARE REPRESENTATIVES OR ANY OTHER THIRD PARTIES; (B) THAT THE ANGELCARE WEBSITE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE ANGELCARE WEBSITE WILL BE UNINTERRUPTED OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE ANGELCARE WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH THE ANGELCARE WEBSITE ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
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.
13.2 The ANGELCARE WEBSITE may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the ANGELCARE WEBSITE. If you become aware of any unauthorized third party alteration to the ANGELCARE WEBSITE, write to us at [email protected] with a description of the material(s) at issue and the URL or location on the ANGELCARE WEBSITE of such materials.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL ANGELCARE, ITS AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR PROVIDERS BE LIABLE FOR ANY DIRECT, 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 WEBSITE, 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 WEBSITE (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH YOUR USE OR RECEIPT OF ANY THIRD PARTY APPLICATIONS), 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. ANGELCAREIS 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. ANGELCAREIS 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. 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 ANGELCARE WEBSITE, OR YOUR USE OF OR INABILITY TO USE THE ANGELCARE WEBSITE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING OR ACCESSING THE ANGELCARE WEBSITE AND, WITH RESPECT TO ANY PRODUCT SOLD THROUGH THE ANGELCARE WEBSITE, ANGELCARE’S TOTAL LIABILITY SHALL NOT EXCEED THE SALE PRICE OF THAT PRODUCT.
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.
Except to the extent prohibited under applicable law, you will be solely responsible for and agree to defend, indemnify and hold harmless ANGELCARE, the Affiliates, and its and their respective directors, officers, employees, agents, representatives, licensors or providers 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”) arising from or related to any of the following: (a) your use of, inability to use, or activities in connection with the ANGELCARE WEBSITE; (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 ANGELCARE WEBSITE (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 ANGELCARE WEBSITE visitor, user, or customer, or any other third party; and you agree to reimburse ANGELCARE, the Affiliates and its and their respective directors, officers, employees, agents, representatives, licensors or providers 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).
16. SUSPENSION OR RESTRICTION OF ANGELCARE WEBSITE ACCESS
You agree that ANGELCARE, at its sole discretion, may suspend, restrict or terminate your access to or use of the ANGELCARE WEBSITE, at any time and for any reason, including without limitation if ANGELCARE believes that 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 in Section 5 above). Upon any such suspension, restriction or termination, your right to use the ANGELCARE WEBSITE will immediately cease. You agree that any suspension, restriction or termination of your access to or use of the ANGELCARE WEBSITE may be effected without prior notice and that ANGELCARE may immediately deactivate or delete any user name 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. You agree that ANGELCARE shall not be liable to you or any third party for any suspension, restriction or termination of your access to the ANGELCARE WEBSITE or to any such information or files, and shall not be required to make such information or files available to you after any such termination, suspension or restriction.
17. 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.
18. GOVERNING LAW; DISPUTE RESOLUTION
18.1 This Agreement shall be governed by the laws of the Province of Quebec without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchase or sale hereunder.
18.2 You agree that any dispute or claim arising out of or relating to this Agreement or your access to or use of the ANGELCARE WEBSITE must be submitted exclusively to binding arbitration under the authority of the Canadian Arbitration Association in accordance with its Expedited Arbitration Rules. The arbitration must take place in Montreal, Quebec. The decision of the arbitrator will be final and binding on all parties to the dispute.
18.3 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 ANGELCARE and/or any of the Affiliates, and its and their respective directors, officers, employees, agents, representatives, licensors or providers, 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 ANGELCARE, any of the Affiliates, or its or their respective directors, officers, employees, agents, representatives, licensors or providers, 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.
19.1 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.
19.2 You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent.
19.3 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.
19.4 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.
19.5 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.
19.6 Notices to you may be made by posting a notice (or a link to a notice) to the ANGELCARE WEBSITE, by e-mail, or by regular mail, at ANGELCARE’s discretion. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
19.7 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.
19.8 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.