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totes ISOTONER Canada Website Terms and Conditions of Use

(Effective October, 2012)

1. INTRODUCTION AND ACCEPTANCE

Welcome to totes-ISOTONER.catotes-ISOTONER.ca (the "Website") is an interactive online service operated by totes ISOTONER Canada, Limited and its subsidiaries ("totes ISOTONER Canada," "us," "we," or "our").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE, AS THESE TERMS OF USE CONTAIN PROVISIONS THAT LIMIT OR EXCLUDE LIABILITY TO YOU. THE TERMS OF USE GOVERN YOUR USE OF THE WEBSITE AND USER INTERFACES, INCLUDING ALL PURCHASES MADE BY YOU THROUGH THE WEBSITE. BY ACCESSING AND/OR USING THE WEBSITE YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE.

In addition to these Terms of Use, totes ISOTONER Canada has established a Privacy Policy to explain how we collect and use information about you. A copy of this Privacy Policy can be found here: (click here) and is incorporated by reference into these Terms of Use. By accessing or using the Website, you are also signifying your acknowledgement of and agreement to our Privacy Policy.

2. PURCHASE TERMS

All purchase terms are subject to applicable law including, inter alia, any applicable Consumer Protection legislation.

A) Order Change Or Cancellation

Once accepted by totes ISOTONER Canada, orders are not subject to change, cancellation, or deferment of shipping date, except with our written consent and upon terms that will indemnify us against resulting loss or damage. totes ISOTONER Canada reserves the right to cancel or reject your order at any time for any reason. If we reject or cancel your order, we will attempt to notify you using the contact information you have submitted with the order. In cases where we cancel or reject an order, we will issue a refund if a charge has been made against your credit card.

B) Pricing

Prices are quoted and payable in Canadian dollars.

Due to competitive market pressures, prices are subject to change. totes ISOTONER Canada cannot confirm the price of an item until you place an order; however, we do NOT charge your credit card until after your order has entered the shipping process.

Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

C) Sales Taxes

Tax charges are based on applicable federal, provincial and harmonized sales tax rates based on the delivery address associated with your order. Where required, sales tax will also be applied to the shipping and handling charges. If you have questions about the sales taxes on your invoice, please contact us via email or by phone as indicated on our Customer Service web page.

D) Payment

Payment must be made at the time of purchase. Payment may be made with major credit cards. We currently accept Visa and MasterCard. Generally, credit cards will be charged at the time you place an order. You irrevocably authorize totes ISOTONER Canada to charge you for the products and services selected and/or purchased by you through the Website.

E) Shipping

Shipping dates that may be provided at the time you place the order are estimated shipping dates only. totes ISOTONER Canada will use reasonable efforts to deliver your order in accordance with the estimated dates, but we do not warrant or guarantee any particular delivery dates.

F) Risk Of Loss

totes ISOTONER Canada will ship products FOB origin (you pay shipping). Upon delivery of products to carrier, title and risk of loss will pass to you. The carrier will be deemed to be your agent and you and/or the carrier shall bear all risk of loss or damage during transit. We will not be liable for any damages, including indirect, incidental, or consequential damages, in connection with delivery or non-delivery of any product, including but not limited to damages incurred during shipment or caused by a delay in delivery. You must notify us within 30 days of the shipping date if you believe any part of your purchase is missing, wrong, or damaged. For more information on shipping rates, schedules, and policies, please contact us via email or by phone as indicated on our Customer Service [insert hyperlink to Canadian page] web page.

G) Return Policy

Products purchased from totes ISOTONER Canada are subject to our Return Policy [insert hyperlink to Canadian page].

H) Changed Or Discontinued Products

totes ISOTONER Canada may revise the selection of products and services or discontinue products and services at any time without notice to you. This may affect information saved in the "Shopping Basket" and/or "Wish List" sections of your Account.

3. INTELLECTUAL PROPERTY

The Website and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the "Website Content") and all intellectual property rights to the same, including without limitation all copyright, trade secrets, patents or trademarks that may appear on the Website (collectively the "IP Rights") are owned by totes ISOTONER Canada, our licensors, or both. Nothing in these Terms of Use is intended to transfer any such IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the IP Rights granted to you in these Terms of Use. You agree that you will not take any action to jeopardize, limit or interfere with our IP Rights.

4. WEBSITE ACCESS AND USE

Access to the Website including, without limitation, the Website Content is provided for your shopping information and personal, non-commercial use only. Any other use, except as expressly permitted in these Terms of Use, is strictly prohibited.

Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever. In certain instances, we may permit you to download and/or print Website Content. In such a case, you may download or print (as applicable) one copy of Website Content for your personal, non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading or printing Website Content.

Further, except as expressly permitted in these Terms of Use, you may not:

i.                        remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Website Content;

         ii.            circumvent, disable or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website or Website Content;

        iii.            attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same;

        iv.            decompile, reverse engineer, or disassemble any portion of the Website or the Website Content;

         v.            use network-monitoring software to determine architecture of or extract usage data from the Website;

        vi.            impersonate another user, person, or entity (for example, using another person's Account without permission);

       vii.            use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without our express written permission. Notwithstanding the foregoing, we grant public search engine operators permission to use automatic devices (such as robots or spiders) to copy Website Content from the Website for the sole purpose of creating (and only to the extent necessary to create) a searchable index of Website Content that is available to the public. We reserve the right to revoke this permission (generally or specifically) at any time;

      viii.            collect or harvest any personally identifiable information from the Website including, without limitation, user names, passwords, or email addresses;

        ix.            solicit other users to join or become members of any commercial online service or other organization without our prior written approval;

         x.            encourage conduct that violates these Terms of Use or any local, provincial, federal or international laws and regulations applicable to you, including but not limited to copyright and intellectual property laws; or

        xi.            engage in any conduct that restricts or inhibits any other user from using or enjoying the Website.

You agree to fully cooperate with totes ISOTONER Canada to investigate any suspected or actual activity that is in breach of these Terms of Use.

5. USER REGISTRATION

In order to access or use some features of the Website, you may have to become a registered user. In order to become a registered user, you agree to provide true, accurate and complete registration information and, if such information changes, you agree to promptly update the relevant registration information.

During registration, you will create a user name and password (an "Account"), which may permit you access to certain areas of the Website not available to non-registered users. You are responsible for safeguarding and maintaining the confidentiality of your Account. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to notify totes ISOTONER Canada immediately, via email or by phone as indicated on our Customer Service [insert hyperlink to Canadian page] web page, of any breach of security or unauthorized use of your Account.

6. USER CONTENT

totes ISOTONER Canada may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Website (collectively, "submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (collectively, the "User Content"). totes ISOTONER Canada is not responsible for any User Content, and is not liable to you for any loss or damage of any sort incurred as a result of your dealings with another user's User Content.

By submitting User Content to us, you automatically grant to totes ISOTONER Canada a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sub-licensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our successors, parents, subsidiaries, and their related companies. totes ISOTONER Canada may exercise this license in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content.

Further, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of the Website and these Terms of Use.

Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content. totes ISOTONER Canada does not guarantee any confidentiality with respect to User Content, even if it is not published on the Website. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for same.

You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

You represent, warrant, and covenant that you will not submit any User Content that:

i.                        violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right of any person or entity;

         ii.            impersonates another or is unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, or otherwise objectionable;

        iii.            is an advertisement for goods or services or a solicitation of funds;

        iv.            includes personal information such as messages which identify phone numbers, social security numbers, account numbers, addresses, or employer references; or

         v.            is a chain letter of any kind.

Subject to our Privacy Policy, totes ISOTONER Canada reserves the right to display advertisements in connection with your User Content and to use your User Content for advertising and promotional purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners and third party service providers (including their downstream users).

totes ISOTONER Canada has the right, but not the obligation, to monitor User Content. Further, totes ISOTONER Canada has the right, in our sole discretion and for any reason whatsoever, to edit, refuse to post, remove, or disable access to any User Content.

7. WEBSITE CONTENT

totes ISOTONER Canada attempts to be as accurate as possible. However, we do not warrant that product descriptions or other Website Content is accurate, complete, reliable, current, or error-free. If a product offered by totes ISOTONER Canada is not as described, your sole remedy is to return it in unused condition. Under no circumstances will totes ISOTONER Canada be liable for any loss or damage caused by your reliance on any Website Content.

In many instances, Website Content will include content posted by a third party or will represent the opinions and judgments of a third party. totes ISOTONER Canada does not endorse, warrant and is not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Website by anyone other than authorized employees or spokespersons while acting in their official capacities.

8. THIRD PARTY WEBSITES

The Website may contain links to other websites maintained by third parties. You assume sole responsibility for your use of third party links. We are not responsible for any content posted on third party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third party or their website.

9. INDEMNIFICATION

You agree to indemnify and hold harmless totes ISOTONER Canada and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable legal fees and costs) arising out of, related to, or that may arise in connection with:

          i.            your access to or use of the Website;

         ii.            User Content provided by you or through use of your Account;

        iii.            any actual or alleged violation or breach by you of these Terms of Use;

        iv.            any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or

         v.            your acts or omissions.

You agree to cooperate fully with totes ISOTONER Canada in the defense of any claim that is the subject of your obligations hereunder.

10. DISCLAIMER OF WARRANTIES

THIS WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE ARE PROVIDED BY TOTES ISOTONER CANADA ON AN "AS IS" AND "AS AVAILABLE" BASIS. TOTES ISOTONER CANADA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TOTES ISOTONER CANADA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TOTES ISOTONER CANADA DOES NOT WARRANT THAT THIS WEBSITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE; THEIR SERVERS; OR E-MAIL SENT FROM TOTES ISOTONER CANADA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. LIMITATION OF LIABILITY

UNLESS OTHERWISE SPECIFIED IN WRITING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, TOTES ISOTONER CANADA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES WHATSOEVER OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF REPUTATION, OR LOSS OF CONFIDENTIAL OR OTHER INFORMATION ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF USE, YOUR ACCOUNT OR YOUR USE OF OR INABILITY TO USE ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE.

THE AGGREGATE LIABILITY OF TOTES ISOTONER CANADA IN CONNECTION WITH THESE TERMS OF USE, YOUR USE OF ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE WEBSITE OR ANY OTHER CIRCUMSTANCE GIVING RISE TO LIABILITY SHALL NOT EXCEED $250.00 CANADIAN DOLLARS.

YOU ACKNOWLEDGE AND AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY DESCRIBED ABOVE:

A.         APPLY TO ANY AND ALL CAUSES OF ACTION WHATSOEVER, INCLUDING BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), BREACH OF ANY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY;

B.         SHALL ENURE TO THE BENEFIT OF TOTES ISOTONER CANADA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES; AND

C.        ARE REASONABLE AND ARE REFLECTED IN THE PRICING SET BY TOTES ISOTONER CANADA.

12. TERMINATION

totes ISOTONER Canada reserves the right, in our sole discretion and at any time, to terminate or suspend your Account and/or block your access to the Website for any reason whatsoever. You agree that totes ISOTONER Canada shall not be liable to you or any third party for any termination or suspension of your Account or for blocking your access to the Website. Any suspension or termination shall not affect any of your obligations under these Terms of Use.

13. CHOICE OF LAW

These Terms of Use shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

14. DISPUTE RESOLUTION

To the extent permitted by applicable law, all disputes of every kind and nature between the parties arising out of or in connection with these Terms of Use shall be submitted to final and binding arbitration. Arbitration will be conducted in Mississauga, Ontario, on a simplified and expedited basis by one arbitrator pursuant to the Arbitration Act (Alberta).

15. WAIVER OF CLASS ACTIONS

To the extent permitted by applicable law, you agree that any claim or dispute you may have relating to or arising out of these Terms of Service will be conducted individually and you will not commence or participate in any proceedings under the Class Proceedings Act (Alberta) and you waive and abandon any right to do so as a condition of your use of the totes ISOTONER Canada Website.

16. AMENDMENT; ADDITIONAL TERMS

totes ISOTONER Canada reserves the right, in our sole discretion, at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will govern.

Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review the Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Website and, if applicable, terminate your Account.

17. MISCELLANEOUS

A) Waiver

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

B) Severability

Except where specifically stated otherwise, if any part of these Terms of Use are unlawful or unenforceable for any reason, both parties agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.

C) Entire Agreement

These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

D) Assignment

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We reserve the right to assign these Terms of Use or any rights hereunder without your consent and without notice.