General Terms of Service
Last Modified: [February 11, 2021]
This General Terms of Service Agreement (this “Agreement”) is a binding contract between you (“you”, or “your”) and Nurturing Our Wellbeing Incorporated (“N.O.W.”, “we”, or “us”). This Agreement governs your access to and use of our Website and the general terms for the sale of goods and services that you may purchase through our Website.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON OR WHEN YOU COMPLETE A TRANSACTION ON OUR WEBSITE. BY CLICKING ON THE “I ACCEPT” BUTTON OR BY COMPLETING A TRANSACTION ON OUR WEBSITE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OUR WEBSITE OR COMPLETE A TRANSACTION ON OUR WEBSITE.
(a.) “Feedback” means any communications or materials that you, your employees, contractors or agents send to us by mail, email, telephone, or otherwise, reviewing or endorsing our Website or Service, or suggesting or recommending changes to the Website or to the Services, including without limitation, new features or functionality relating to the Website or the Services, or any comments, questions, suggestions, or the like.
(c.) “Service” and “Services” means the service that we provide to you in which we sell and deliver Third-Party Products to you through our Website.
(d.) “Third-Party Products” means any goods manufactured by a third party or any service provided by a third party. Third-Party Products includes affiliate links and other websites operated by third parties that may be linked to our Website.
(e.) “Website” means our website, located at https://www.nurturingourwellbeing.com/.
The information provided on the Website or through any product or service purchased through or offered through the Website is a supplement to and is not a substitute for medical advice or information provided by a medical doctor or licensed practitioner. You should consult with a medical doctor or licensed practitioner prior to using any service offered through this Website.
3. Intellectual Property; Use of Website; Feedback.
As between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the Website. You are authorized to make one copy of the material on one computer for your personal non-commercial use. Any other copying or use of this Website is prohibited and a violation of our copyright and other intellectual property rights. Nothing in this Agreement shall be interpreted as providing any other right or license in any intellectual property of N.O.W. or any third party. You may not make any commercial use of any material from the Website, including any material relating to a product that you may distribute.
You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in any Feedback. We are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. We are not required to use any Feedback and may choose to use or not use Feedback at our sole discretion.
4. Third-Party Products.
The Website may use Third-Party Products to offer you services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. This may limit your ability to use the Website.
We make no endorsement of any Third-Party Products, whether express or implied. We take no responsibility for any content or website that we link to through our Website.
“N.O.W.” and “Nurturing Our Wellbeing” is a trademark of Nurturing Our Wellbeing Incorporated We use trademarks and trade names of Third-Party Products to identify the manufacturer or provider of goods and services that we sell or that we use to provide Website services to you. Any trademarks and trade names of Third-Party Products mentioned with respect to the goods and services of third parties are owned by the respective owners of those trademarks and trade names.
6. Fees and Payment.
The amount of fees will be determined when you complete a transaction with us and invoiced to you at that time. Fees will be due and payable at the time of order if you submit an order through our Website, or when invoiced otherwise. You will pay the fees without set-off or deduction either prior to completing the transaction through our Website, or within thirty (30) days from the date that we invoice you, depending on the method used to complete the transaction. You will make all payments on or before the due date. If you fail to make any payment when due, without limiting our other rights and remedies: (i) we may charge interest on the past due amount at the rate of 10% per year or, if lower, the highest rate permitted under applicable law; and (ii) you will reimburse us for all costs incurred by us in collecting any late payments or interest, including legal fees, court costs, and collection agency fees.
All fees and other amounts that are payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, territorial or local governmental entity on any amounts payable by you under this Agreement, other than any taxes imposed on N.O.W.’s income.
9. Limitation of Warranty, Liability.
WE MAKE NO CONDITION OR WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; OR (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
WE MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) CONDITION OR WARRANTY OF MERCHANTABILITY; (b) CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) CONDITION OR WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS YOU ACTUALLY PAID TO US FOR THE GOODS AND SERVICES SOLD UNDER THIS AGREEMENT IN THE PROCEEDING 12 MONTHS, OR $200, WHICHEVER IS LESSER.
We may, in our sole discretion, modify this Agreement from time to time, and any modified terms shall become effective on posting them on our Website.
11. Governing Law.
This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.
12. Dispute Resolution.
Any dispute between you and us that relates to or arises from this Agreement shall be resolved solely by binding arbitration under the Arbitration Act (Ontario). The seat of the arbitration shall be in the city of Toronto, Ontario and the costs of arbitration shall be shared equally between you and us. Any arbitration under this agreement will take place on an individual basis. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH YOU AND N.O.W. HEREBY WAIVE ANY AND ALL RIGHTS TO CLASS ARBITRATIONS AND CLASS ACTIONS. Any question relating to the arbitration shall be solely put to the Ontario Superior Court located in Toronto, Ontario.
13. Force Majeure.
We shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing the Services or delivering any goods when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
This Agreement constitutes the entire agreement and understanding between you and us with respect to the subject matter set out in this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No waiver by us of any provision of this Agreement is effective unless in writing and signed by us.
Sections 2, 4, 8, 11 and 13 will survive any termination of this Agreement.
Any notices to us must be sent to our corporate headquarters address as set out below and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to our Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Nurturing Our Wellbeing Incorporated