Terms & Conditions
CONTENT:
1- GENERAL PROVISIONS
2- USE OF OUR SERVICES
3- PRIVACY POLICY
4- ERRORS
5- BUSINESS RULES
5- INTELLECTUAL PROPERTY AND OWNERSHIP
6- THIRD-PARTY LINKS AND RESOURCES
6- TEXT MESSAGING PROGRAM
7- EVENTS BEYOND OUR CONTROL
8- LIMITATION OF LIABILITY AND INDEMNIFICATION
9- LEGAL DISPUTES
10- LEGAL PROVISIONS
11- BUSINESS TRANSFERS
12- CONTACT US
1. GENERAL PROVISIONS
1.1 These General Terms and Conditions (the “Agreement” or “Terms”) constitute a contract between you and DRAXUM, as the operator of the Site (as defined below) and the Application (as defined below), and DRAXUM, as the company that uses the Site and the Application to sell you products, collect payment, and process your returns (hereinafter, “Company,” “DRAXUM,” “we,” “our,” and “us” refer to DRAXUM and “you” or “your” will refer to the user of the Services (as defined below)). These Terms govern your use of our website at www.urbanthreads.com (the “Site”), all mobile applications (“Applications”) that refer to this Agreement, or any websites, pages, features, or content that we own and operate that refer to this Agreement (collectively, including the Site and the Applications, the “Services”). There may be other websites that are or will be operated by DRAXUM’ affiliated entities. There may be general terms and conditions related to other sites that may apply to you if you also access those sites. By accessing or using the Services in any manner, including but not limited to visiting or browsing the Site, downloading the mobile applications, registering an account, or contributing content or other materials to the Site or through or via the Applications, you understand, acknowledge, and expressly agree that you have read and understood the Terms and agree to be bound by the said terms available on the Site. You are only permitted to use the Services if you agree to abide by all applicable laws and these Terms. If you reside in one country but order products to be shipped to another country, you must pay the customs clearance fees defined by your country. However, you will be subject to the general terms and conditions of this present contract. Furthermore, we encourage you to read our Privacy Policy for more information on how the Company collects, stores, and protects your information when you use the Services.
1.2 Updates to the Terms: To the extent permitted by law, you agree that we may change, modify, add, or remove parts of these Terms at any time (including the warranties, exclusions, indemnities, and limitations of liability contained in these Terms as well as any provision of the Wallet Policies (as defined below)). We will inform you of such modification by sending a notice or otherwise posting the modified terms through the Site or the Application and otherwise as required by law. To the extent required by law, this written notice will clearly and legibly indicate exclusively the new clause, or the modified Clause and the Clause as it read previously, the effective date of the modification, and the fact that you can refuse the modification and terminate your contract, as well as other information that may be provided by applicable laws. It is your responsibility to periodically review these Terms and when you are notified of a modification. If you do not accept the modification, you may terminate these Terms by sending us written notice. If you do not terminate these Terms within 30 days following the effective date of the modification, it will then become part of our agreement with you.
1.3 Acceptance of the Terms: To conclude these terms, you must have reached at least the age of majority in your province of residence. Any access, browsing, or other use of the Services indicates that you accept all the general terms and conditions of this Agreement. If you do not agree with any part of the Terms, you must immediately cease accessing or using the Services. Please read this Agreement carefully before proceeding. If you have any questions regarding these Terms or our Privacy Policy, you can contact us at any time at sales@draxum.com or use our Contact Us platform as described in the Contact Us section.
2. USE OF OUR SERVICES
2.1 Declarations: When you use our Services, you accept the processing of information and data for the purposes of these Terms, and you declare that all information and data you provide are true and correspond to reality. You declare and warrant that you have reached at least the age of majority in your province of residence. Subject to the general terms and conditions of this Agreement, the Company hereby grants you a limited, revocable, non-transferable, and non-exclusive license to install, access the Application and use it, as well as the right to access and use the Services by displaying them on your Internet browser for our Site, or on your mobile devices for our Application, solely for the purpose of purchasing personal items sold on the Site or the Applications and not for commercial use or on behalf of a third party, except with the Company’s prior express authorization. Any breach of this Agreement will result in the immediate revocation of the license and rights granted in this paragraph without notice to you.
2.2 Use Limitations: Except as permitted in the above paragraph, you may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Services or any part thereof without the express written permission of the Company. You may not make any commercial use of any of the information provided on the Services or use the Services for the benefit of another business unless explicitly permitted by the Company in advance. The Company reserves the right to refuse service, terminate accounts, or cancel orders at its discretion, including, without limitation, if we believe that customer conduct violates applicable law or is harmful to our interests. You must not upload, distribute, or otherwise publish through the Services any content, information, or other material that: (a) infringes or violates the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, obscene, indecent, pornographic, or could give rise to civil or criminal liability under local or international law; or © includes any bugs, logic bombs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties. Furthermore, you agree not to:
- Use the Services for illegal purposes, or in any manner that could violate any applicable federal, provincial, state, local, or international law or regulation.
- Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm us or users of the Services or expose them to liability.
- Use the Services in a manner that could disable, overburden, damage, or impair the Site or Applications or interfere with any other party’s use of the Services.
- Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
- Use the Services to distribute unsolicited promotional or commercial content, or solicit other users of the Services for commercial purposes; or interfere with the proper working of the Service.
- Otherwise attempt to interfere with the proper working of the Service.
2.3 Account Creation and Termination: To access certain features available on the Services, you will need to create a “User Account.” You may not use another person’s account. Whenever you use a password or identification, you will be deemed to be “authorized” to access and use the Site or Applications in accordance with the terms and conditions of this Agreement, and the Company has no obligation to investigate the authorization or source of any such access or use of the Services. You are solely responsible for all access to and use of the Services by anyone using the password and identification originally assigned to you, whether or not such access and use of the Site are actually authorized by you, including without limitation, all communications and transmissions and all obligations (including, without limitation, financial obligations) incurred through such access or use. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you or created by you. We shall not be liable for any loss, theft, or fraudulent use of your User Account. You must immediately inform us of any unauthorized use of your password or identification, or any other breach or threat of breach of the security of the Site or Application. Please do not use the same password for this Site or Application that you use for other sites. The User Account is provided for the regional Site or Application used for the initial setup. Depending on the Site through which you create your User Account, your account will be administered by the entity responsible for operating that Site, as indicated in Clause 1.1 (Scope) of the general terms and conditions governing the use of that Site. From time to time, we may restrict access to all or part of the Services, including the ability to download documents, make payments, or send messages. We may terminate your access to the Services at any time, at our sole discretion, without cause or notice, or if we believe that you have violated these Terms. You may terminate your account at any time, for any reason, by following these instructions on the Site or Application, or by contacting us as described in the “Contact Us” section below. If your account is terminated, you may potentially lose the assets of your Wallet (as defined below), subject to applicable law and our Wallet Policies (as defined below).
2.4 Accurate Data: Customs. When you use our Services, including when you place orders for products, you agree to provide and will provide valid and accurate data and will comply with all applicable laws. All names, addresses, and payer names of recipients must be valid. It is your sole responsibility to ensure that the data you provide us is complete and accurate. If information is missing or incorrect and prevents any shipment, delivery, or customs clearance, we will not be responsible and will offer no compensation in such cases.
For applicable purchases made on our Site, you will be the official importer for the importation of products into your country. When you are the official importer, and to the extent permitted by applicable law and subject to not increasing your financial burden, you hereby authorize the Company and its affiliates to act as your representative to pay the duties and taxes payable, make declarations, submit, modify, and invalidate all necessary or useful declarations and documents to import goods ordered by you in your name and on your behalf. To the extent permitted by law, this authorization includes the power to make and receive deliveries and services, to request reimbursement of all duties, taxes, and fees related to the importation of goods, to conduct administrative appeal and judicial procedures as well as enforcement procedures and appeals in all circumstances, to file applications, claims, etc., with public authorities, courts, and other institutions, to file, withdraw, or renounce legal appeals and recourse against judgments, orders, arbitral awards, payment orders, or any other order and decision of any nature, to receive money, valuables, and documents or deeds. This also includes, where applicable and if the law permits, the right to inform customs brokers on your behalf and for your account and to grant a sub-authorization to customs brokers or other representatives involved in handling matters related to the importation of goods and compliance with regulations concerning the importation of goods. To avoid any ambiguity, the estimated duties and taxes that the Company collects from you at the time of the order will be handed over to your customs broker for the import taxes payable by you, as the importer, to the border services agencies at the time of importation. Any amount paid by you and not collected by the agencies at the time of importation will be remitted, where applicable, to the competent tax authority.
3. PRIVACY POLICY
When you place orders through our Services, you agree to provide us with your email address, postal address, or other contact details truthfully and accurately in order to complete your transaction. You also agree that we may use this information to contact you in connection with your order if necessary. We respect your right to privacy. Please consult our Customer Service Platform for more information on how we collect, use, and disclose your personal information, including how to unsubscribe from non-transactional communications from us.
4. ERRORS
If you detect that an error has occurred when entering your personal data during your registration as a user of our Services, you can correct these errors on our Site in the “My Account” section. In any case, you will be able to correct errors related to personal data provided during the purchase process by contacting us, as well as exercising the right of rectification contemplated in our Customer Service Platform via our Site and Applications. The Services display confirmation boxes in various sections of the purchase process that do not allow the order to proceed if the information in these sections has not been correctly provided. Additionally, the Services provide details on all the items you have added to your cart during the purchase process, so that before making the payment, you can modify the details of your order. If you detect an error in your order after the payment process has been completed, you must immediately contact our Customer Service Platform to correct the error. While we strive to provide accurate information on products and pricing, pricing or typographical errors may occur. We cannot confirm the price of an item until you have placed your order. In the event that an item is listed at an incorrect price or with incorrect information due to a pricing error or product information error, we reserve the right, at our sole discretion, to refuse or cancel any orders placed for that item. If an item is mispriced, we may, at our discretion, contact you for instructions or cancel your order and notify you of such cancellation, in which case your payment will be fully refunded.
5. BUSINESS RULES
5.1 Pricing and Payment: All prices are exclusive of taxes (where applicable) and delivery charges. The total cost of the order is the price of the products ordered plus taxes (where applicable) and delivery charges, which will be displayed to you before you place an order with us for your confirmation. The catalog prices of products may change at any time, but (except as indicated above) changes will not affect orders for which we have sent an Order Confirmation. If, for any reason, we are unable to ship your goods, the value of the items not shipped will be refunded to the original payment method. Once you have selected all the items you wish to purchase, they will be added to your cart. The next step will be to process the order and make the payment. To this end, you must follow the steps of the purchase process, indicating or verifying the information requested at each step. Moreover, throughout the purchase process, before payment, you can modify the details of your order. Additionally, if you are a registered user, a record of all the orders you have placed is available in “My Account”. If your order triggers a fraud alert in our security system, a verification email may be sent to your email address. You can use the payment methods specified on the Site, which may include Visa, MasterCard, American Express, PayPal, etc. To minimize the risk of unauthorized access, your credit card information will be encrypted. Once we receive your order, we request a pre-authorization on your card to ensure there are sufficient funds to complete the transaction. The charge to your card will be made at the time of your order. When you click on “Buy Now”, “Place Order” where “Authorize Payment” and “Continue”, you confirm that the credit card belongs to you. Credit cards are subject to verification and authorization by the card issuer. If the entity does not authorize payment, we will not be responsible for any delay or failure to deliver, and we will not be able to conclude any contract with you.
5.2 Colors: We have made every effort to display the colors of our products that appear on the Services as accurately as possible. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor’s display of any color will be accurate.
5.3 Packaging: Unless otherwise provided, we will comply only with the minimum packaging standards for the selected mode of transport. The cost of any special packaging, loading, or bracing requested by you will be your responsibility.
5.4 Shipping and Delivery: The Company ships from various warehouses in different countries. For orders containing more than one item, we may split your order into several packages based on stock levels, at our sole discretion. We strive to deliver orders in accordance with the estimated delivery times as displayed or selected by you as part of your order. These times are only estimates, and deliveries may take longer (e.g., during busy sale periods, in the case of a pandemic, inclement weather, geopolitical circumstances).
5.5 Title and Risk of Loss: Unless otherwise agreed, shipping will be made to the delivery address you have indicated. When you are the official importer, as stated in section 2.5, the risk of loss and title for any purchased item are transferred to you upon delivery of these items from the Company to the carrier before importation into your country. Otherwise, the risk of loss and title for any purchased item are transferred to you upon delivery of these items (i.e., after importation into your country). Any claim against the Company for shortage or damage occurring before our delivery of the item must be made through our Customer Service Platform within five (5) days following your receipt of the purchased items, or within [five (5) days] following the last estimated delivery date, if one or more items you have ordered from us are lost during delivery before your receipt.
5.6 Product Return: Subject to this section 5.6 and any other general conditions that we may provide to you, goods may be returned within 30 days of the purchase date by informing us of your decision in this regard via the relevant function of the Site or Application. Depending on your selection, we will exchange the product or refund the purchase price. The refund will be credited to your original payment method. Unless otherwise agreed by the Company, Customers who return goods are responsible for the transportation costs. The following items cannot be returned or exchanged: jewelry, event and party supplies, DIY supplies, pet supplies, and accessories.
5.7 Reviews, Comments, and Submissions: Unless otherwise provided in this Agreement or on the Services, anything that you submit or post to the Services or provide to our Site or Application, including but not limited to any images, videos, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, “Submissions”) will be treated as non-confidential and non-exclusive (except that any personal information contained in Submissions will be treated in accordance with our Privacy Policy), and by submitting or posting, you agree to irrevocably license the Submissions and all intellectual property rights related thereto (excluding moral rights such as authorship) to the Company without charge and we shall have the royalty-free, worldwide, perpetual, irrevocable, sub licensable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from these Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile or otherwise fully exploit these Submissions. All Submissions will not be returned to you and you agree not to raise a dispute in connection with our future use of the Submissions. You are responsible for all Submissions shared and must ensure that they do not violate applicable laws and will not cause us to violate any applicable laws or regulatory guidelines by posting these Submissions on the Internet. You warrant that your Submissions, in whole or in part, are clear and free of any IP rights infringement, litigation, or third-party claims. We disclaim any responsibility for misuse of copyright or any other third-party rights by you. You agree to defend and indemnify the Company against any loss caused by the use of the Submissions for any purpose. In addition to the rights applicable to any Submission, when you post comments or reviews on the Site or Applications, you also grant us the right to use the first name you submit with any review, comment, or other content, if applicable, in connection with said review, comment, or other content. You represent and warrant that you own or otherwise control all the rights to the reviews, comments, and other content that you post on this site and that our use of your reviews, comments, or other content will not infringe or violate the rights of any third party. You must not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Submissions or content. We may, but are not obligated to, remove or edit any Submissions (including comments or reviews) for any reason.
5.8 User-Generated Content: When you transmit, post, upload, share, or otherwise contribute any content to our Site or Applications, including your Submissions, such contributed content will be considered user-generated content “UGC” to the extent that such content is visible or accessible to any other visitor or user of the Site or Application. By accepting these Terms, you agree not to contribute any UGC that could reasonably be considered as involving, containing, providing, or promoting any of the following:
- Sexually explicit or pornographic content;
- Profanity;
- Disparaging, discriminatory, or hateful comments or incitements against specific individuals or groups based on race, national or ethnic origin, color, religion, age, sex, sexual orientation, gender identity or expression, marital status, family status, genetic characteristics, disability, or conviction for an offense for which a pardon has been granted or in respect of which a record suspension has been ordered;
- Incitements to violence or other dangerous activities;
- Terrorism or other criminal activities;
- Insensitive or offensive comments related to natural disasters, atrocities, health crises, deaths, conflicts, or other tragic events;
- Harassment, intimidation, or threats;
- Dangerous products, illicit drugs, or inappropriate use or sale of tobacco or alcohol;
- Cryptocurrency transactions;
- False claims or fake content related to medicine;
- Content that infringes intellectual property rights;
- Content that you are not authorized to, or do not have the legal right to, share, publish, or otherwise display; or
- Any other content that could be considered illegal, offensive, or restricted under applicable laws or regulations.
Furthermore, you acknowledge and agree that DRAXUM, at its sole discretion, may remove or block any UGC determined to be in violation of the above requirements. Posting UGC in violation of these Terms may result in the suspension or subsequent termination of all or part of our Services. By accepting these Terms, you hereby acknowledge and agree to only post UGC that is appropriate for a family audience. Additionally, you acknowledge and agree that DRAXUM is not obligated to actively monitor or review UGC before it is posted on the DRAXUM Sites or Applications, and therefore you are solely responsible for the UGC that you choose to post on the Sites or Applications.
6. INTELLECTUAL PROPERTY AND OWNERSHIP
6.1 Content: The Services, including all their information and content such as text, software, scripts, graphics, photos, sounds, music, videos, and interactive features (collectively, “Content”) provided as part of the Services, belong at all times to the Company or those who grant us the license for their use and are protected by copyright laws in Canada and international copyright laws. You may only use the Content to the extent that we or the usage license holders expressly allow.
6.2 Reserved Rights: The content of the Services is provided to you AS IS for information purposes only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of the Company or the respective owners or licensors. We reserve all rights not expressly granted in and to the Content. You acknowledge and agree that all inquiries, comments, suggestions, ideas, feedback, or other information regarding the Services that you provide to us are not confidential and will become the exclusive property of the Company. You agree not to engage in the use, copying, distribution, or creation of derivative works from any Content other than as expressly permitted herein. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Site or features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site or the Content therein.
7. THIRD-PARTY LINKS AND RESOURCES
Our Site and Applications may contain links to third-party sites that are not owned or controlled by us. References on our Site and Applications to third-party names, brands, products, or services, or links to third-party sites or information, do not constitute an endorsement, sponsorship, or recommendation of the third party or its information, products, or services. We have no control over, assume no responsibility for, and do not endorse or verify the content, privacy policies, or practices of any third-party site or service, including any social network or any third-party mobile application platform with which the Services operate or otherwise interact. The Company is not responsible for the acts or omissions of any operator of such a site or platform. Your use of any third-party site or platform is at your own risk and will be governed by the terms and policies of the third party (including its privacy policies). We make no warranties or representations as to the accuracy, completeness, or timeliness of any content posted on the Site or our Applications by anyone other than us. We strongly advise you to read all third-party terms and conditions and privacy policies.
8. TEXT MESSAGING PROGRAM
8.1 Registration: You have the option to register for our text messaging (SMS) program through which you will receive marketing communications from us or our provider. By registering, you agree to receive recurring automated marketing messages to your registered mobile phone number. General Terms and Disputes. Without limitation, our text messaging program is subject to the entirety of these Terms, which contain provisions governing how claims that you and we have against each other are resolved (see the Legal Disputes section below).
8.2 Opt-Out: You can opt out of receiving SMS/MMS by replying STOP or any other formula we indicate to any message you receive as part of our text messaging program, or simply by sending STOP or any other formula we indicate to the number on which you are currently receiving our SMS. In both cases, you will receive an additional message confirming that your request has been processed.
8.3 Your Own Wireless Plan: As always, message and data rates may apply to all messages you send and receive. If you have questions about your text plan or data plan, it is best to contact your wireless service provider.
8.4 Your Obligations for Your Own Phone Number: You declare that you are the account holder or the regular user of the mobile phone number you provide when you register for our text messaging program. If you change or deactivate this number, it is your responsibility to inform us immediately via the Customer Service Platform or the Privacy Center. Neither we, our suppliers, nor any mobile operator are responsible for delayed or undelivered messages. You agree to fully indemnify us for all claims, expenses, and damages related to or caused in whole or in part by your failure to inform us if you change your phone number, including all claims, expenses, and damages related to or arising from all applicable laws.
8.5 Participation Subject to Termination or Modification: We may suspend or terminate your receipt of automated marketing messages from us if we believe you are in violation of these Terms. Your receipt of these messages may also be terminated if your mobile phone service is terminated or expires. We reserve the right to modify or discontinue, temporarily or permanently, all or part of these messages, with or without notice.
9. EVENTS BEYOND OUR CONTROL
We will not be liable for any non-compliance or delay in compliance with any of the obligations we assume under the Terms or other contracts when they are caused by events beyond our reasonable control (“Force Majeure”). Force Majeure includes any act, event, non-happening, omission, or accident beyond our reasonable control, including, among others, the following:
- Strike, lock-out, or other industrial action.
- Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster.
- Inability to use trains, ships, aircraft, motor transport, or other means of public or private transport.
- Inability to use public or private telecommunications systems.
- Acts, decrees, legislation, regulations, or restrictions of any government or public authority.
- Strike, failure, or accidents in maritime or river transport, postal transport, or any other type of transport.
- Border closures, government shutdowns, trade blockades, embargoes, global trade disruptions, and port congestions.
It is understood that our obligations arising from the Terms or other contracts are suspended for the period during which the Force Majeure continues, and we will benefit from an extension of the period for fulfilling these obligations for a duration equal to that of the Force Majeure. We will provide all reasonable resources to end the Force Majeure as far as possible or to find a solution that allows us to fulfill our obligations under the Terms despite the Force Majeure.
10. LIMITATION OF LIABILITY AND INDEMNIFICATION
10.1 LIMITATION OF LIABILITY: PLEASE READ THIS CLAUSE CAREFULLY AS IT LIMITS THE LIABILITY OF THE COMPANY TO YOU:
(1) BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE THE SERVICES, INCLUDING THE SITE AND APPLICATIONS, “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, GUARANTEES, AND CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, ACCURACY, COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. (2) YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW AND UNLESS OTHERWISE EXPRESSLY STATED HEREIN, OUR TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS AND THE USE OR EXPLOITATION OF ANY OR ALL PARTS OF THE SERVICES AND ANY PRODUCT PURCHASED THROUGH THE SERVICES WILL BE LIMITED TO THE LOWER OF THE PURCHASE PRICE OF SAID PRODUCT AND $100. (3) WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES (INCLUDING THE OPERATORS OF OTHER DRAXUM SITES) WILL NOT BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR DATA LOSS (EVEN IF FORESEEABLE) ARISING FROM OR RELATED IN ANY WAY TO YOUR USE OR INABILITY TO USE THE SERVICES OR PRODUCTS PURCHASED THROUGH THE SERVICES; OR (II) ANY LOSS OF REVENUE OR SALES, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, OR LOSS OF WORK OR MANAGEMENT TIME ARISING FROM OR RELATED IN ANY WAY TO YOUR USE OR INABILITY TO USE THE SERVICES OR PRODUCTS PURCHASED THROUGH THE SERVICES. (4) NOTWITHSTANDING THE FOREGOING, OUR LIABILITY WILL NOT BE EXCLUDED OR LIMITED IN THE FOLLOWING CASES: (I) IN THE EVENT OF DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE; OR (II) IN THE EVENT OF FRAUD OR FRAUDULENT MISREPRESENTATION. (5) SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, THE ABOVE LIMITATIONS AND EXCLUSIONS WILL APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
10.2 INDEMNIFICATION: YOU AGREE TO RELEASE, INDEMNIFY, AND DEFEND THE COMPANY AND ALL SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS, AND PARTNERS, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH PARTY AGAINST ALL THIRD-PARTY CLAIMS AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM OR RELATED TO: (1) YOUR USE OF THE SERVICES; (2) YOUR CONDUCT OR INTERACTIONS WITH OTHER USERS OF THE SERVICES; (3) YOUR VIOLATION OF THESE TERMS. WE WILL PROMPTLY INFORM YOU OF ANY SUCH CLAIM AND PROVIDE YOU (AT YOUR EXPENSE) WITH REASONABLE ASSISTANCE TO DEFEND THE CLAIM. YOU WILL ALLOW US TO PARTICIPATE IN THE DEFENSE AND WILL NOT SETTLE ANY SUCH CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. IN SUCH CASE, YOU WILL HAVE NO FURTHER OBLIGATION TO DEFEND US IN THAT MATTER.
11. LEGAL DISPUTES
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, formation, or use of the Services shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. To the extent permitted by applicable law, you agree to the non-exclusive jurisdiction of the courts located in the province of Quebec, Canada, and waive any objections related to jurisdiction, venue, or inconvenient forum with respect to any dispute arising from these Terms or in connection with them and the use of the Services. No provision of this Clause will affect the legal rights that you have as a consumer as recognized in applicable Canadian legislation. Please read the following clauses carefully: they may significantly affect your legal rights, including your right to file a lawsuit.
11.1 Initial Dispute Resolution: We are available by email at sales@draxum.com to address any concerns you may have regarding your use of the Services. Most concerns can be resolved quickly in this manner. You and we agree to use commercially reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit.
11.2 Waiver of Collective or Consolidated Actions: To the extent permitted by applicable law, all claims and disputes must be arbitrated or litigated on an individual basis and not on a collective basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
12. LEGAL PROVISIONS
12.1 Assignment: You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent. Any attempt to assign or transfer without complying with the above will be null and void. We may freely assign or transfer this Agreement. This Agreement benefits the parties and their respective legal representatives, successors, and assigns.
12.2 Entire Agreement, Severability, and No Waiver: These Terms, along with our Wallet Policy and any other legal notice published on the Site or Applications, constitute the entire agreement between you and us regarding the Services and replace all prior terms, agreements, discussions, and writings regarding the Services. If any provision of the Terms is deemed unenforceable, that provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect. No waiver of any of the Terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under the Terms will not constitute a waiver of such right or provision.
12.3 Interpretation: In interpreting the Terms, the headings are provided for convenience only and should not be taken into account.
12.4 Currency: All amounts on the site are in CAD (unless expressly indicated otherwise).
13. BUSINESS TRANSFERS
If the Company or substantially all of its assets were acquired, or in the unlikely event that the Company or its affiliates go out of business or enter bankruptcy, user information would be one of the assets transferred or acquired by a third party. You acknowledge that such transfers may occur, and that any acquirer of the Company may continue to use your personal information for the same purposes as those for which we previously obtained your consent. For more information, please consult our Customer Service Platform.
14. CONTACTING US
Your questions and comments regarding our privacy practices or these Terms are welcome. You can contact us at any time by email at sales@draxum.com or through our platform: Contact Us.