Subscriptions Terms and Conditions – EarthSuds Inc.
1. INFORMATION ABOUT US
1.1 In these terms and conditions, the words “we”, “us”, “our” and similar expressions refer to EarthSuds Inc., a Canadian company, whose head office address is at 44 Gaukel St, Kitchener, ON N2G 4P3
2. YOUR STATUS
By placing a subscription through our Site, web applications or mobile applications, as applicable, you warrant that:
2.1 You are legally capable of entering into binding contracts; and
2.2 You are at least 18 years old;
2.3 You are resident in the Serviced Territory; and
2.4 You are accessing our Site, web applications or mobile applications, as applicable, from the Serviced Territory.
3. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
3.1 All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that your order has been accepted (Confirmation). We may choose not to accept any orders in our sole discretion. The contract between us (Contract) will only be formed when we send you the Confirmation. Note that the Acknowledgement and the Confirmation may be contained in the same email.
3.2 THE SUBSCRIPTION PLAN TO OUR SERVICES CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIOD CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. EARTHSUDS MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE EARTHSUDS REASONABLY COULD ACT. IF YOUR PRIMARY PAYMENT METHOD FAILS, EARTHSUDS MAY CHARGE AN ALTERNATIVE PAYMENT METHOD TIED TO YOUR ACCOUNT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR EARTHSUDS ACCOUNT ON OUR WEBSITE TO CANCEL (IF YOU HAVE TROUBLE COMPLETING THESE ACTION EMAIL SUPPORT@EARTHSUDS.CO).
3.3 BY SUBSCRIBING TO OUR SERVICES YOU ARE AGREEING TO PAY RECURRING PERIODIC SUBSCRIPTIONS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE APPLICATION FORM YOU HAVE COMPLETED, SUBJECT TO VARIATION IN ACCORDANCE WITH SECTION 3.4 BELOW. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.
4.4 AUTO-RENEWAL. FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT NON-PROMOTIONAL SUBSCRIPTION RATE. TO DEACTIVATE YOUR SUBSCRIPTION, YOU MUST EMAIL SUPPORT@EARTHSUDS.CO AND WE WILL DO IT FOR YOU. IF YOU DEACTIVATE, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. HOWEVER, YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD.
4.5 We reserve the right at our absolute discretion not to renew your subscription at any time without giving any reasons for our decision.
5. RISK AND TITLE
5.1 The Products are sold “FOB Destination, Freight Prepaid and Added”, at your specified delivery address.
5.2 Transfer of title and risk occurs when the Products arrive and are delivered at your specified delivery address.
5.3 The Products will be at your risk from the time of delivery at your specified delivery address.
5.4 To maintain the integrity of Products after delivery, we recommend that you immediately refrigerate or freeze perishable items.
6.1 Payment for all Products and Services must be by credit card or ApplePay. We accept payment with American Express, Visa, Mastercard, and via ApplePay We reserve the right to change the payment methods we accept at any time.
6.2 You represent and warrant that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card or ApplePay account for your purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
7. OUR REFUNDS POLICY
7.1 If you refuse a Product from us:
7.1.1 Because you have deactivated the Contract between us within the applicable notice period, we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of deactivation. In this case, we will refund the price of the Product in full, and any applicable delivery charges.
7.1.2 For any other reason (for instance, because you have notified us in accordance with clause 21 that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Product is defective), we will notify you of your refund, if any, via phone or e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via phone or e-mail that you were entitled to a refund. If all or part of a Product (Defective Item) is defective, we will credit you an amount equivalent to the value of the Defective Item towards a future purchase, including any applicable delivery charges and any reasonable costs you incur in refusing the Defective Item.
7.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
8. OUR LIABILITY
8.1 If we fail to comply with these terms and conditions we shall only be liable to you for, at most, the purchase price of the Products.
8.2 Nothing in this agreement excludes or limits our liability for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.
8.3 You agree to defend, indemnify and hold harmless us, our affiliates and licencors and their respective affiliates, and each of their directors, officers, agents, contractors, partners, representatives and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with your breach of these terms and conditions or your violation of any law or the rights of any third party with respect to the Site, our web and mobile applications, the Products or the Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you here-under, and you shall cooperate as fully as reasonably required by us.
9. WRITTEN COMMUNICATIONS
By submitting your email to EarthSuds you are indicating an interest in EarthSuds and may receive email marketing communications.
Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, web applications or mobile applications you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website or via our web applications or mobile applications in our sole discretion. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
10. TRANSFER OF RIGHTS AND OBLIGATIONS
10.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
10.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
10.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
10.4 These terms and conditions do not and are not intended to confer any rights or remedies upon any person other than you.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 We are the owner or the licensee of all intellectual property rights in our Site, web applications and mobile applications whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved.
11.2 You may print off one copy, and may download extracts, of any pages from our Site, web applications and mobile applications for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licencors.
11.3 If you post comments or reviews on the Products or Services to any website, blog or social media network (Commentary) you must ensure that such Commentary represents your fairly-held opinions. By subscribing to the Services you irrevocably authorize us to quote from or repost your Commentary on our Site, web applications and mobile applications and in any advertising or social media outlets that we may create or contribute to.
12.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
12.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
12.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 9 above.
13. ENTIRE AGREEMENT
13.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
13.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
13.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
13.4 Nothing in this clause limits or excludes any liability for fraud.
14. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
14.1 We have the right to revise and amend these terms and conditions from time to time for any reason including to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
14.2 You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
15. LAW AND JURISDICTION
Contracts for the purchase of Products from us and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by Ontario law and the federal laws of Canada applicable therein. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Ontario. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the courts of Ontario; and (ii) that the Products and the Services shall be deemed passive that do not give rise to personal jurisdiction over EarthSuds, either specific or general, in jurisdictions other than Ontario.