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PREAMBLE
Welcome to the world of VitaminCanuck.com, the ultimate online platform for Vitamin enthusiasts seeking a unique and engaging experience. As the founder, executive chair, president, and CEO of VitaminCanuck.com, located at the URL www.VitaminCanuck.com, we are dedicated to providing you with exceptional service. These Terms of Use (the "Terms") govern your access and use of our website, along with our related websites, mobile applications, and other services (collectively, the "Properties").
At VitaminCanuck.com, we understand the importance of providing a seamless and enjoyable user experience. Our platform is designed to showcase Canadian Vitamins in a way that is both accessible and engaging. Whether you are a seasoned Vitamin purchaser or a curious newcomer, we invite you to explore our Properties and discover the wonders of the Vitamin world. By accessing and using our Properties, you agree to abide by these Terms. We encourage you to read them carefully to ensure that you understand your rights and obligations as a user of our platform. If you have any questions or concerns, please do not hesitate to contact us. We are committed to providing you with the best possible service and look forward to serving you on VitaminCanuck.com.
It is important to note that these Terms are a legally binding contract between you and VitaminCanuck.com regarding your use of the Properties. As such, we encourage you to read them carefully before accessing or using any of our services. These Terms of Use are also incorporated by reference into our Privacy Policy, which outlines our commitment to protecting your personal information. We want to draw your attention to the fact that these Terms contain a mandatory individual arbitration and class action/jury trial waiver provision. This provision requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. It also limits the remedies available to you in the event of a dispute. We believe that this provision is in the best interest of both parties, as it provides a fair and efficient way to resolve any potential disputes.
At VitaminCanuck.com, we are committed to providing you with a professional and engaging experience. We believe that our platform offers a unique opportunity for Vitamin enthusiasts to connect and engage with each other. We are constantly working to improve our services and welcome any feedback or suggestions that you may have. Thank you for choosing VitaminCanuck.com as your online Vitamin destination. We look forward to serving you and providing you with the best possible experience.
For your listening pleasure, we recommend checking out The Axiom on SoundCloud (https://soundcloud.com/the-axiom-648039638) and reading our blog post on dentists (https://www.vitamincanuck.com/blog/dentist).
In summary, these Terms of Use outline your rights and obligations as a user of VitaminCanuck.com, and our commitment to providing you with a high-quality service. By accessing and using our Properties, you agree to these Terms. We encourage you to familiarize yourself with them and to contact us if you have any questions or concerns. Thank you for choosing VitaminCanuck.com as your online Vitamin destination.
This instrument, hereinafter referred to as "The Axiom," constitutes the foundational, non-negotiable legal agreement between you, the individual or entity accessing or utilizing the Properties (hereinafter referred to as the "User"), and VitaminCanuck.com, a duly incorporated entity operating under the laws of Canada (hereinafter referred to as "The Company"). These Terms of Use are established with absolute jurisprudential precision to define the parameters of access and engagement, safeguarding The Company's interests with unwavering resolve, and preempting any potential ambiguity or contestation. By proceeding, the User unequivocally acknowledges the irrevocability and binding nature of these stipulated conditions, forming a contractual nexus governed by the highest echelons of Canadian and international legal principles.
ARTICLE 1: DEFINITIONS
For the purposes of The Axiom, the following capitalized terms shall have the meanings ascribed to them hereunder, whether singular or plural:
vitamincanuck.com and its associated services, features, and functionalities.ARTICLE 2: UNQUALIFIED ACCEPTANCE OF THE TERMS
2.1. Manifestation of Assent: The User’s engagement with the Properties, whether through the affirmative action of creating an account, the persistent act of logging into an existing account, or the mere passive act of browsing, downloading, installing, or otherwise accessing or utilizing any component of the Properties, shall constitute an immediate, demonstrable, unequivocal, and legally binding manifestation of the User's assent to, and unreserved acceptance of, all provisions contained within these Terms. This includes, but is not limited to, any and all subsequent modifications, updates, or amendments hereto, which the User undertakes to diligently review as per Article 3. The User acknowledges having had ample opportunity to review these Terms in their entirety prior to said engagement.
2.2. Irrevocable Covenant: Upon such manifestation of assent, the User enters into an irrevocable covenant with The Company, wherein the User expressly agrees to be legally bound by and to strictly adhere to all conditions, stipulations, obligations, representations, warranties, and covenants set forth herein. This Agreement supersedes all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written, between the User and The Company with respect to the Properties.
2.3. Condition Precedent to Access: Acceptance of these Terms constitutes a condition precedent to any and all access to, or utilization of, the Properties. If the User does not agree, or at any point ceases to agree, with these Terms, or any subsequent modifications thereto, the User is hereby mandated to immediately, definitively, and irrevocably cease all access to, and utilization of, the Properties. Continued access or use subsequent to non-agreement is explicitly prohibited and shall be construed as a material breach of these Terms, subjecting the User to the full scope of remedies available at law and in equity.
2.4. Compliance with Applicable Law: The User’s access to and utilization of the Properties are contingent upon, and subject to, the User’s continuous and unremitting compliance with these Terms and all Applicable Law. This mandate extends to, but is not limited to, laws pertaining to intellectual property, privacy, data protection, electronic commerce, consumer protection, and content regulation, both within the Canadian federal, provincial, and territorial jurisdictions, and across any international borders where the User accesses or transmits information to or from the Properties.
2.5. Reservation of Rights and Remedial Actions: The Company, in its sole and unfettered discretion, reserves the unequivocal right to immediately terminate, suspend, or restrict the User’s access to the Properties, without prior notice, liability, or any obligation for compensation, upon any actual, threatened, or suspected breach of these Terms by the User. Such termination shall be without prejudice to any other rights or remedies available to The Company at law or in equity. The Company rigorously protects its proprietary rights and expects all Users to demonstrate reciprocal adherence. By assenting to these Terms, the User acknowledges having read, comprehended, and unequivocally understood The Company's policies and guidelines, and covenants to comply therewith at all times. The Company expressly reserves the right to pursue any and all appropriate legal actions, including, but not limited to, injunctive relief, specific performance, and claims for compensatory and punitive damages, against any User found to be in violation of these Terms or The Company's operational policies and guidelines.
ARTICLE 3: MODIFICATION AND UNILATERAL AMENDMENT OF TERMS
3.1. Prerogative of The Company: The Company, as the sole proprietor and fiduciary steward of the Properties, reserves the comprehensive and unilateral right, exercisable at its sole discretion, to modify, amend, update, revise, supplement, or abrogate these Terms, or any part thereof, at any time and for any reason whatsoever, with or without prior specific notice to the User. This prerogative is absolute and shall not be subject to challenge or negotiation.
3.2. Supersession and Immediate Effect: Any such modifications or amendments to these Terms shall immediately supersede and entirely replace all prior versions of these Terms, or any preceding agreements or understandings related thereto. Said changes shall become legally effective immediately upon their posting to the designated section of the Properties, typically identified as the "Terms of Use" page, or upon the date specified therein.
3.3. User’s Affirmative Obligation to Review: It is the exclusive and continuous responsibility of the User to periodically, diligently, and thoroughly review these Terms as posted on the Properties for any and all changes. The User's failure to conduct such review shall not constitute a defense or negate the User's binding acceptance of the revised Terms.
3.4. Conclusive Acceptance by Continued Use: The User's continued access to, browsing of, or utilization of the Properties subsequent to the effective date of any modifications or amendments to these Terms shall constitute the User’s absolute, unequivocal, and conclusive acceptance of such modified or amended Terms. This acceptance is deemed irrevocable and fully binding upon the User.
3.5. Mandatory Cessation for Disagreement: Notwithstanding the foregoing, if the User does not agree with any modification, amendment, or revision to these Terms, the User is hereby unequivocally obligated to immediately, permanently, and entirely discontinue all access to, and utilization of, the Properties. Any continued access or use shall be construed as definitive acceptance of the revised Terms. The Company acknowledges the potential for User dissatisfaction with changes but asserts that such changes are made with the paramount objective of enhancing the integrity, security, and functionality of the Properties, and to ensure robust legal protection for The Company. The User’s understanding and unwavering cooperation in this critical matter are duly noted as integral to the ongoing contractual relationship.
ARTICLE 4: GOVERNING LAW AND JURISDICTION
4.1. Governing Law: This Axiom, and any dispute or claim arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Province of Ontario. The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods.
4.2. Exclusive Jurisdiction and Venue: The User irrevocably and unconditionally agrees that any legal action or proceeding arising out of or relating to these Terms or the User's use of the Properties shall be brought exclusively in the courts of the Province of Ontario, situated in the City of Toronto. The User hereby irrevocably and unconditionally waives any objection to the laying of venue in such courts and agrees not to plead or claim in any such court that any such action or proceeding has been brought in an inconvenient forum. The User further irrevocably submits to the exclusive personal jurisdiction of such courts for the purpose of litigating any such action or proceeding.
ARTICLE 5: INDEMNIFICATION
5.1. Scope of Indemnification: The User shall, at its own sole expense, defend, indemnify, and hold harmless The Company, its affiliates, subsidiaries, licensors, successors, assigns, directors, officers, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, actions, demands, liabilities, losses, damages, costs, and expenses, including, without limitation, reasonable legal fees and disbursements on a solicitor-client basis, arising out of or in any way connected with: (a) the User's access to or use of the Properties; (b) the User's breach of any provision of these Terms or any Applicable Law; (c) any content, data, or information submitted, posted, transmitted, or made available by the User through the Properties; (d) the User's infringement, misappropriation, or violation of any intellectual property right, privacy right, or other right of any person or entity; or (e) any negligent act or omission, willful misconduct, or fraud by the User.
5.2. Defense and Control: The Company reserves the right, at the User’s expense, to assume the exclusive defense and control of any matter for which the User is required to indemnify The Company, and the User agrees to cooperate fully with The Company's defense of such claims. The User shall not, under any circumstances, settle any matter without the prior written consent of The Company. This indemnification obligation shall survive the termination of these Terms and the User’s use of the Properties.
ARTICLE 6: LIMITATION OF LIABILITY AND DISCLAIMERS
6.1. NO WARRANTIES: THE PROPERTIES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY, OR FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE PROPERTIES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, INTEGRITY, OR QUALITY OF ANY CONTENT AVAILABLE ON OR THROUGH THE PROPERTIES. THE USER EXPRESSLY AGREES THAT THE USE OF THE PROPERTIES IS AT THE USER'S SOLE RISK.
6.2. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUCCESSORS, ASSIGNS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OR INABILITY TO USE THE PROPERTIES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PROPERTIES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE USER'S TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PROPERTIES; OR (E) ANY OTHER MATTER RELATING TO THE PROPERTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO THE USER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY THE USER TO THE COMPANY FOR THE PROPERTIES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS ($100 CAD), WHICHEVER IS LESS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE USER.
ARTICLE 7: GENERAL PROVISIONS
7.1. Entire Agreement: These Terms, along with any documents expressly incorporated by reference, constitute the entire agreement between the User and The Company concerning the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Properties.
7.2. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
7.3. No Waiver: No waiver by The Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of The Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
7.4. Assignment: The User may not assign or transfer any rights or obligations under these Terms without the prior written consent of The Company. The Company may assign these Terms or any of its rights or obligations hereunder, in whole or in part, without restriction and without notice to the User.
7.5. Force Majeure: The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
7.6. Language: The parties have expressly requested that these Terms and all related documents be drafted in the English language. Les parties ont expressément exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
ACKNOWLEDGEMENT:
By proceeding with any form of engagement with the Properties, the User acknowledges and affirms the comprehensive understanding of this Axiom, recognizing its foundational nature and the profound legal implications inherent in its acceptance. The Company stands on this Axiom, unwavering and fully protected.
4)
PREAMBLE: THE ABSOLUTE ACCEPTANCE MANDATE
By the act of accessing, browsing, downloading, using, or otherwise interacting with any proprietary digital asset, platform, application, content, or service owned or operated by The Company (hereinafter collectively referred to as "Our Properties"), you, the individual user or the entity on whose behalf you are acting (hereinafter, "You" or "User"), unequivocally acknowledge, irrevocably agree to, and consent to be absolutely bound by these Terms. Your continued engagement with Our Properties constitutes your express and unconditional assent to these Terms, including any future amendments, without reservation, duress, or undue influence. Should you dissent from any provision herein, your sole and unassailable recourse is the immediate cessation of all interaction with Our Properties. Your agreement to these Terms is a material consideration for The Company's grant of access to Our Properties.
I. CORE DEFINITIONS AND GOVERNING JURISPRUDENCE
Definitions:
https://soundcloud.com/the-axiom-648039638, https://www.vitamincanuck.com/blog/dentist, and all associated or linked websites, applications, digital content, services, features, functionality, and products offered by The Company.Governing Law and Exclusive Jurisdiction: These Terms, 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), shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to principles of conflicts of law. You irrevocably agree that the courts of the Province of Ontario, Canada, specifically those located in Toronto, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter or formation. You expressly waive any right to object to this exclusive jurisdiction or to claim that the forum is inconvenient. This clause is intended to be a robust, mandatory forum selection provision, binding internationally.
II. THE REVOCABLE, LIMITED LICENSE TO UTILIZE OUR PROPERTIES
Grant of License: Subject to Your strict and continuous compliance with these Terms, The Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, and immediately revocable license to access and utilize Our Properties solely for your personal, bona fide, non-commercial purposes. This license explicitly excludes any right to:
Reservation of Rights: All rights not expressly granted to You herein are absolutely reserved by The Company and its licensors. The Company reserves the unilateral right, at its sole and absolute discretion, to terminate or suspend this license, deny access to Our Properties, or remove Content at any time, with or without notice, and without any liability whatsoever to You.
III. USER REPRESENTATIONS, WARRANTIES, AND COVENANTS
Eligibility and Age Certification: By accessing or using Our Properties, You represent and warrant that You are at least the age of majority in your jurisdiction of residence, or at minimum eighteen (18) years old, whichever is greater, and are fully capable and legally competent to enter into these binding Terms. If you are accessing Our Properties on behalf of a minor, You further represent and warrant that You are the legal guardian with full authority to bind that minor to these Terms and assume full responsibility for their compliance. Our Properties are explicitly not intended for children under the age of thirteen (13). We comply with the Children’s Online Privacy Protection Act (COPPA) and similar international directives, and do not knowingly collect personal information from individuals under the age of thirteen (13). Any collection of data from individuals under the age of majority is strictly prohibited without verifiable parental consent. You warrant that any information provided to Us regarding your age is accurate and truthful. Any misrepresentation shall constitute a material breach, potentially leading to account termination and legal action.
Accurate Information Covenant: You covenant and warrant that all information You provide to The Company, whether for registration, purchase, or any other purpose, is true, accurate, current, and complete. You further covenant to promptly update any such information to maintain its veracity and completeness.
Prohibited Conduct: You expressly covenant not to engage in or facilitate any of the following:
IV. ACCOUNT REGISTRATION AND SECURITY PROTOCOLS
Account Creation and Responsibility: To access certain enhanced features of Our Properties, You may be required to register and establish an account. You acknowledge and agree that You are solely and exhaustively responsible for:
Disclaimer of Account Liability: The Company disclaims all liability for any loss or damage arising from your failure to comply with this section, including Your failure to keep Your credentials secure. We reserve the unequivocal right to suspend or terminate Your account, with or without notice, at our sole discretion, for any reason or no reason, without incurring any liability.
V. TRANSACTIONAL PROVISIONS: PURCHASE OF PRODUCTS
Eligibility to Purchase: To purchase Products through Our Properties, You must meet the age requirements stipulated in Section III(1) and possess a valid, legally authorized payment method. You represent and warrant that all information provided for the purpose of purchasing Products is accurate, current, and complete.
Pricing Transparency and Volatility:
Payment Processing and Irrevocable Authorization:
Promotional Offers and Conditions Precedent: From time to time, The Company may, at its sole and unfettered discretion, offer promotions, discounts, or special offers through Our Properties. All such promotions are subject to specific terms and conditions, which will be explicitly stated. The Company reserves the unequivocal right to modify, suspend, extend, or terminate any promotion at any time, for any reason or no reason, without prior notice or liability. Promotional offers are non-transferable, non-combinable (unless expressly stated), and have no cash value.
Order Acceptance and Rejection Privileges: All orders placed through Our Properties are subject to The Company's unequivocal acceptance and Product availability. The Company, along with its affiliate partners, reserves the absolute right to refuse or cancel any order for any reason or no reason, at its sole discretion, at any time, even after an order confirmation has been issued. An order confirmation merely acknowledges receipt of Your order and does not constitute acceptance of the order. Order acceptance is concluded upon actual shipment of the Product(s), at which point a contract of sale is formed. The Company also reserves the right to limit the quantity of Products purchased per person, household, or order.
VI. INTELLECTUAL PROPERTY SOVEREIGNTY AND USER-GENERATED MATERIAL
The Company's Intellectual Property Rights (The "Axiom" of Ownership): All Content present on Our Properties, including but not limited to the brand names "The Axiom" and "Vitamin Canuck," their associated logos, trademarks, service marks, trade dress, text, graphics, images, photographs, audio files, video files, software code, user interfaces, visual interfaces, musical compositions, literary works, compilations, and the arrangement and selection thereof, is the exclusive proprietary property of The Company or its licensors. This intellectual property is meticulously protected by an exhaustive array of Canadian and international intellectual property laws, including but not limited to copyright, trademark, patent, trade secret, design rights, and database rights, as well as moral rights where applicable. You are strictly prohibited from:
User Generated Material: Irrevocable, Worldwide License Grant: By submitting, uploading, publishing, posting, transmitting, or otherwise making available any User Generated Material on or through Our Properties, You hereby grant to The Company a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, publish, transmit, adapt, edit, modify, and otherwise exploit the User Generated Material (in whole or in part) in any and all media formats and through any and all media channels (now known or hereafter developed), for any purpose whatsoever, including, without limitation, for promoting and redistributing part or all of Our Properties (and derivative works thereof) in any media formats and through any media channels. This grant includes the right to incorporate User Generated Material into other works in any form, media, or technology now known or later developed. You further represent and warrant that:
VII. ABSOLUTE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
No Warranties: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR PROPERTIES AND ALL CONTENT, PRODUCTS, AND SERVICES OFFERED THEREIN ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY, COMPATIBILITY, OR FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT OUR PROPERTIES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. ANY ADVICE OR INFORMATION OBTAINED FROM THE COMPANY OR THROUGH OUR PROPERTIES, WHETHER ORAL OR WRITTEN, SHALL NOT CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH:
VIII. INDEMNIFICATION: THE USER'S ABSOLUTE OBLIGATION
You agree to indemnify, defend, and hold harmless The Company, its affiliates, licensors, and their respective directors, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable legal fees and disbursements on a solicitor-client basis) arising out of or in connection with:
IX. DISPUTE RESOLUTION PROTOCOL
Any controversy, claim, or dispute arising out of or relating to these Terms, including the breach, termination, or validity thereof, shall be resolved exclusively through final and binding arbitration administered by the Canadian Arbitration Association (CAA) in accordance with its then-current Commercial Arbitration Rules. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator appointed in accordance with the CAA Rules. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This clause explicitly waives any right to litigate disputes in court, participate in a class-action lawsuit, or pursue a jury trial.
X. GENERAL PROVISIONS: THE UNYIELDING FOUNDATION
Severability: If any provision of these Terms is found by a court of competent jurisdiction or arbitrator 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.
Entire Agreement: These Terms, together with any documents expressly incorporated by reference (including Our Privacy Policy), constitute the entire and sole agreement between You and The Company regarding Your use of Our Properties, superseding all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
No Waiver: No waiver by The Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of The Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without The Company's prior written consent. Any attempt by You to assign or transfer these Terms, without such consent, will be null and void. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Force Majeure: The Company shall not be liable for any failure or delay in performance under these Terms for causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, governmental restrictions, strikes or shortages of transportation facilities, fuel, energy, labor, or materials (a "Force Majeure Event"). Our time for performance shall be extended for the period of such Force Majeure Event.
Survival: All provisions of these Terms which by their nature should survive termination, including, without limitation, intellectual property ownership, license grants, disclaimers of warranty, limitation of liability, indemnification, and dispute resolution, shall survive the termination of these Terms.
Modifications to Terms: The Company reserves the absolute and unilateral right, at its sole discretion, to modify, amend, or replace any part of these Terms at any time, with or without notice. It is Your sole responsibility to periodically review these Terms for changes. Your continued use of Our Properties following the posting of any changes to these Terms constitutes Your irrevocable acceptance of those changes.
Privacy Policy: Your use of Our Properties is also governed by Our Privacy Policy, which is incorporated by reference into these Terms. By using Our Properties, You consent to the collection, use, and disclosure of Your information as described in the Privacy Policy.
Contact Information: For any questions or notices regarding these Terms, please contact The Company at canuck@vitamincanuck.com.
5)
You may only use the Properties in the manner in which the Content (as defined below) you access is intended and in compliance with these Terms, as well as any and all applicable federal, state, local, and international laws, rules, and regulations.
You are not authorized to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any Content, software, products, or services contained within the Properties without the express written consent of VitaminCanuck.com.
You may not use the Properties or any of its Content to further any commercial purpose, including any advertising or advertising revenue generation activity on your own website or in any other form or medium.
All rights not expressly granted to you in these Terms are reserved and retained by VitaminCanuck.com and/or its Content providers.
Your use of the Properties represents and warrants that you are not a person barred from using the Properties under the laws, rules, and regulations of Canada, your place of residence, or any other applicable jurisdiction.
No other rights, assignment, licenses, or legal relationship of any nature, including, but not limited to, agency, partnership, joint-venture, employer-employee, franchisor-franchisee, or otherwise, either express or implied, are created through your use of the Properties unless expressly reserved in these Terms.
In conclusion, the license granted by VitaminCanuck.com will terminate if you do not comply with these Terms and/or any other Properties terms and conditions. Rest assured, with my expertise in international and Canadian law, I will ensure that you are always on the right side of the law, and that your use of the Properties remains compliant with all applicable legal requirements.
6) Statutory and Jurisdictional Mandates Regarding Minors' Online Privacy: A Comprehensive Notification
This serves as a formal notification concerning the stringent protocols implemented by VitaminCanuck.com (hereinafter, "The Properties" or "Our Services") pertaining to the online privacy of minors across various jurisdictions, including but not limited to the United States and Canada. Our commitment transcends mere compliance; it is foundational to our operational ethos.
I. Affirmation of Age and Prohibition Against Solicitation of Minors Under Thirteen (13) Years of Age:
A. COPPA Compliance (United States): In strict adherence to the Children’s Online Privacy Protection Act of 1998, as amended (15 U.S.C. §§ 6501-6506, hereinafter "COPPA"), The Properties are explicitly not directed to children under thirteen (13) years of age. We neither target, solicit, nor knowingly collect "personal information," as defined by COPPA, from individuals under the age of thirteen (13) without verifiable parental consent. Any purported collection of personal information from an individual identified as under thirteen (13) will be immediately purged upon discovery, and such user accounts, if any, will be terminated. By accessing or utilizing Our Services, users unequivocally represent and warrant that they are thirteen (13) years of age or older.
B. Canadian Jurisdictional Compliance (PIPEDA & Provincial Statutes): Consistent with the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5, hereinafter "PIPEDA") and analogous provincial privacy legislation, including but not limited to Quebec’s Act respecting the protection of personal information in the private sector (CQLR c P-39.1) and Alberta’s Personal Information Protection Act (SA 2003, c P-6.5), the collection, use, and disclosure of personal information from individuals under the age of eighteen (18) is subject to heightened scrutiny regarding valid consent. While Canadian law does not generally establish a fixed age of thirteen (13) for online consent as COPPA does, the capacity of a minor to provide meaningful consent is assessed on a case-by-case basis, considering the minor's maturity and comprehension of the implications. The Properties, therefore, apply a conservative framework to ensure legal robustness.
C. Binding Contractual Capacity and Age Gate: To register for any account, effectuate product purchases, subscribe to receive any content, marketing, or promotional materials, or utilize the VitaminCanuck.com Application (the "App"), individuals must be eighteen (18) years of age or over, or of legal age to form a binding contract in their specific jurisdiction of residence, whichever is higher ("Age of Majority"). This threshold is non-negotiable for transactional or participatory functionalities requiring contractual assent.
II. Minors Between Thirteen (13) and the Age of Majority: Conditional Access and Parental Supervision:
A. Permissible Limited Access: Individuals aged thirteen (13) years or older, but not yet having attained the Age of Majority in their jurisdiction of residence, may access certain non-interactive, informational aspects of Our Services. However, for any activity that necessitates the submission or collection of "personal information" (as defined by applicable privacy statutes), or for any engagement detailed in Section I.C above (e.g., account registration, purchases, subscriptions), the express, verifiable permission of a parent or legal guardian is an absolute precondition.
B. Parental/Guardian Affirmation and Responsibility: Where a minor between the ages of thirteen (13) and the Age of Majority seeks to engage in activities requiring parental permission, the minor and their parent/legal guardian explicitly affirm that such permission has been granted, and that the parent/legal guardian fully comprehends and consents to the collection, use, and disclosure of the minor's personal information in accordance with our comprehensive Privacy Policy. The Properties rely solely upon such affirmations and the ongoing supervision by parents/legal guardians. VitaminCanuck.com reserves the right to request proof of such permission or age and may suspend or terminate accounts if such proof is not satisfactorily provided or if misrepresentation is detected.
III. Comprehensive Privacy Policy Reference and Parental Control Tools:
A. Integrated Privacy Policy: For an exhaustive exposition of our data handling practices, including the types of personal information collected, the purposes for its collection, retention periods, third-party disclosures, and the rights afforded to data subjects (including parents/guardians regarding their children's data), we mandate a thorough review of our overarching Privacy Policy, which is incorporated herein by reference. This policy elaborates on our protocols for addressing privacy concerns, including those specifically pertaining to individuals under the Age of Majority.
B. Statutory Notification Regarding Parental Controls (47 U.S.C. § 230(d)): In accordance with 47 U.S.C. Section 230(d), as amended, we hereby provide notification that an array of commercially available parental control protections, encompassing computer hardware, software, and filtering services, exists. These tools are designed to empower parents and legal guardians in limiting access to material deemed harmful to minors, and we strongly encourage their use. While VitaminCanuck.com conscientiously strives to provide a safe and appropriate online environment, the ultimate responsibility for supervising minors' online activity and content exposure rests with the parent or legal guardian.
IV. Commitment to Data Integrity and Security:
At VitaminCanuck.com, our unwavering commitment extends to fostering a secure, compliant, and legally defensible online environment for all users. We implement reasonable administrative, technical, and physical safeguards designed to protect personal information, particularly that pertaining to minors, from unauthorized access, use, disclosure, alteration, or destruction.
Thank you for selecting VitaminCanuck.com. Your understanding and adherence to these critical stipulations are paramount to maintaining the integrity and security of Our Services for all.
7.0 Account Registration and Access
7.1 Account Establishment and Functional Scope. To facilitate access to and utilization of specific enhanced functionalities, personalized services, and advanced features (collectively, the "Services") offered on the www.vitamincanuck.com website and its associated digital platforms, applications, and properties (collectively, the "Properties"), a prospective user may elect to establish a proprietary user account ("Account"). The establishment of an Account necessitates the provision of certain mandatory personal identifiers and contact information, including, but not limited to, your full legal name and a verified electronic mail address, precisely as stipulated during the structured registration protocol. An Account confers upon registered users ("Registered Users") the capacity to actively manage their personal profile data, including designated email and shipping addresses, review historical and pending order transactions, and access other exclusive features meticulously curated within the designated "Your Account" section of the Properties. For the avoidance of doubt and notwithstanding any other provision herein, the establishment of an Account is not a prerequisite for the receipt of general promotional or informational content via a Subscription, nor is it mandatory for the submission of an order to purchase products generally available for sale on the Website. While registration for an Account remains an elective act, it is strongly advised to fully leverage the comprehensive benefits and optimize the user experience inherently afforded by the functionalities embedded within the Services.
7.2 Privacy Policy Governance and Consent. Your explicit submission of personal information during the Account creation process, or at any subsequent juncture through the Properties, is unconditionally subject to, and meticulously governed by, our comprehensive Privacy Policy. This Privacy Policy is hereby incorporated into these Terms and Conditions by express reference, forming an integral and binding component thereof. By proceeding with the Account registration, you unequivocally acknowledge, agree to, and provide explicit consent for the collection, processing, use, retention, and disclosure of your personal data as precisely delineated and detailed within the Privacy Policy. You further covenant to diligently review the Privacy Policy periodically for any updates, amendments, or revisions, as continued use of the Services signifies ongoing acceptance of its terms.
7.3 User Representations, Warranties, and Covenants. By initiating the creation of an Account and/or by accessing or utilizing the Services or Properties, you hereby irrevocably represent, warrant, and covenant to VitaminCanuck.com, its parent entities, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners, successors, and assigns (collectively, the "Indemnified Parties"), both at the precise moment of registration and continuously thereafter throughout the duration of your Account and use of the Services, that:
(a) You possess the full legal capacity, authority, and unequivocal authorization to enter into these Terms and Conditions and to form a legally binding contractual agreement with VitaminCanuck.com, in strict compliance with the laws of your jurisdiction of residence and all applicable international legal statutes and conventions.(b) All information, data, and declarations provided by you during the Account registration process and subsequently furnished in connection with your Account or utilization of the Services, including but not limited to personal identifiers, contact details, and billing information, are and shall remain consistently true, accurate, current, and complete in all material respects and without omission.(c) You shall, at all times, bear sole and absolute responsibility for the prompt and diligent maintenance and updating of your Account information to ensure its continuous veracity, accuracy, currency, and completeness. Any failure or omission on your part to provide true, accurate, current, and complete information, or to promptly update such information, shall constitute a material and fundamental breach of these Terms, subjecting your Account to immediate and irreversible suspension or termination at VitaminCanuck.com's sole and unfettered discretion, without prejudice to any other rights or remedies available to VitaminCanuck.com at law, in equity, or under these Terms.(d) You shall utilize only the specific access credentials (e.g., username and password) that have been explicitly and personally issued to you by VitaminCanuck.com for the purpose of gaining entry into any limited-access or otherwise restricted portions of the Properties or Services. Any attempt to access such restricted areas using unauthorized credentials or methods is strictly prohibited.(e) In the event your access to the Properties or Services, or any part thereof, has been previously suspended, terminated, or restricted by VitaminCanuck.com for any reason whatsoever, you are hereby expressly and permanently prohibited from creating a new Account, accessing, or attempting to access the Properties or Services, directly or indirectly, under any circumstances. This prohibition extends, without limitation, to utilizing alternative credentials, pseudonyms, third-party accounts, or by circumventing any technical or procedural barriers implemented by VitaminCanuck.com. Any such attempted or actual circumvention or access shall be deemed a material breach and grounds for immediate and permanent prohibition, and may result in the pursuit of all available legal remedies, including injunctive relief and damages.7.4 Account Security, Confidentiality, and User Absolute Liability.
(a) **Confidentiality Obligation.** You acknowledge and unequivocally agree that your Account access credentials, including but not limited to your username, password, security questions, and any associated authentication tokens, are strictly confidential, personal, and proprietary to you. You shall not, under any circumstances, share, disclose, distribute, or permit any third party, whether purportedly authorized or unauthorized by you, to use your Account, access credentials, or any portion thereof. You shall be solely and exclusively responsible for the rigorous maintenance of the confidentiality and security of your Account information and for promptly and securely logging out of your Account at the conclusion of each session, particularly when accessing the Properties from any public, shared, or untrusted computing device or network.(b) **Absolute Liability for Account Activity.** Notwithstanding any other provision in these Terms, you shall be deemed solely and absolutely liable, without limitation, for all activities, actions, omissions, transactions, communications, and financial charges initiated or conducted through or emanating from your Account, irrespective of whether such activities were authorized by you, known to you, or conducted by a third party with or without your express or implied consent. This absolute liability explicitly extends to and encompasses circumstances where a third party gains access to and subsequently utilizes your Account due to any act, omission, negligence, or breach of these Terms by you, including, but not limited to, the disclosure or inadequate safeguarding of credentials, the failure to adequately secure computing or mobile devices, or the failure to properly terminate an active session.(c) **Immediate Notification of Breach.** In the event you become aware of any actual, potential, or suspected breach of security pertaining to your Account, any unauthorized access to your Account, or any unauthorized use of your access credentials, you shall immediately and without delay notify VitaminCanuck.com's Customer Experience team via the prescribed communication channel, clearly and prominently designating "Unauthorized Use" in the subject line of such notification.(d) **Effect of Notification on Liability.** Notwithstanding any such notification to VitaminCanuck.com, your absolute liability as definitively set forth in Section 7.4(b) for all activities, including any financial charges, obligations, or damages incurred, occurring prior to, concurrently with, and subsequent to such notification, utilizing your access credentials, shall remain in full force and effect until such time as VitaminCanuck.com, in its sole and conclusive discretion, has verifiably acknowledged receipt of your notification *and* has taken demonstrable, affirmative action to suspend, lock, or otherwise restrict access to the compromised Account. Even subsequent to VitaminCanuck.com's demonstrable action, any and all activities or liabilities incurred prior to such action remain exclusively your responsibility. VitaminCanuck.com explicitly disclaims any and all obligation to investigate, remediate, or mitigate unauthorized activities or damages resulting from your failure to secure your Account, save for the procedural steps taken to lock or suspend the Account post-notification.7.5 Disclaimer of VitaminCanuck.com Liability for Account Security Breaches. To the maximum extent uncompromisingly permitted by applicable law, VitaminCanuck.com, its parent entities, subsidiaries, affiliates, officers, directors, employees, agents, representatives, partners, and licensors, shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages whatsoever, including but not limited to, damages for loss of profits, revenue, data, goodwill, use, or other intangible losses, arising out of or in connection with any unauthorized access to, or use of, your Account or access credentials by any third party, regardless of the cause. This comprehensive disclaimer of liability applies whether the alleged liability is predicated upon contract, tort (including negligence), strict liability, or any other legal or equitable basis, even if VitaminCanuck.com has been advised of the possibility of such damages. You expressly acknowledge and agree that your diligent adherence to robust security best practices, including, without limitation, the creation of strong, unique passwords, the non-disclosure of credentials, regular and proactive monitoring of your Account activity, and immediate reporting of any actual or suspected breaches, is paramount and indispensable to the integrity and security of your personal information and Account. Your agreement to these Terms constitutes an unequivocal acknowledgement of your primary, fundamental, and non-delegable responsibility for Account security. Nothing in these Terms or any other agreement shall be construed to abrogate, diminish, or waive any mandatory statutory rights afforded to you under Canadian consumer protection laws that cannot be lawfully waived by contractual agreement; however, any such non-waivable rights are hereby limited to the fullest extent permissible by law.
7.6 Account Suspension and Termination.
(a) **Unilateral Termination by VitaminCanuck.com.** VitaminCanuck.com reserves and retains the absolute, perpetual, and unconditional right, in its sole, unfettered, and conclusive discretion, to suspend, limit, modify, or terminate your Account, your access to the Properties, and/or your access to any Services or any part thereof, at any time, for any reason or no reason, with or without prior notice, warning, or explanation, and without incurring any liability whatsoever to you or any third party for such action. Such termination may encompass, without limitation, the permanent deletion of your Account and all related information, data, and files associated with your Account. VitaminCanuck.com shall not be obligated or liable to provide any refund or compensation for any unused portions of services, subscriptions, or products in the event of termination for cause, breach of these Terms, or at its sole discretion.(b) **Termination by User.** You retain the right to terminate your Account at any time by submitting a formal and explicit request via the designated form to our Customer Experience team, clearly and unambiguously stating "Account Cancellation Request" in the subject line. Similarly, a Subscription may be terminated by either utilizing the "Unsubscribe" link provided within marketing emails or by submitting a formal request to the Customer Experience team with "Subscription Unsubscribe Request" in the subject line.(c) **Effectiveness of User-Initiated Termination.** Please allow a period of up to forty-eight (48) hours for the comprehensive processing and full effectuation of any Account or Subscription termination initiated by you. Until such time as VitaminCanuck.com unequivocally confirms the cessation of your Account or Subscription, you shall remain fully bound by all provisions of these Terms and Conditions.(d) **Post-Termination Communications.** Following the effective termination of your Account or Subscription, you expressly acknowledge and agree that you shall cease to receive communications from VitaminCanuck.com, unless you explicitly re-register for a new Account or actively subscribe to new promotional or informational streams.(e) **Survival of Obligations.** Notwithstanding any termination of your Account, cessation of your access to or use of the Properties or Services, cancellation of your Subscription, or the expiration or termination of these Terms themselves, all provisions of these Terms which, by their inherent nature, are intended to or logically should survive termination, shall remain in full force and effect indefinitely. This includes, without limitation, provisions pertaining to intellectual property rights, disclaimers of warranty, limitations of liability, indemnification obligations, governing law, and dispute resolution. This survival clause is intended to ensure the enduring protection of VitaminCanuck.com's rights, interests, and immunities.7.7 Indemnification. You agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, liabilities, damages, awards, judgments, losses, costs, and expenses (including, without limitation, reasonable legal fees and disbursements on a full indemnity basis, and including the costs of investigation, litigation, and settlement) arising out of or in connection with: (a) your access to or use of the Properties or Services; (b) your material breach of these Terms, including, without limitation, any breach of your representations, warranties, and covenants set forth in Section 7.3; (c) any unauthorized access to or use of your Account or access credentials, whether or not such use was authorized, known, or consented to by you; (d) any violation of any applicable law, regulation, statute, or the rights of any third party (including, but not limited to, intellectual property rights, privacy rights, or contractual rights) by you or by anyone using your Account; or (e) any content you submit, post, transmit, or make available through the Properties. This indemnification obligation is absolute and shall survive any termination of your Account or these Terms.
9. Pricing Policies and Commercial Terms of Engagement
9.1. Definitions
For the purposes of this Section 9, and unless the context unequivocally dictates otherwise:
9.2. Pricing Authority and Currency Denomination
VitaminCanuck.com and, where expressly specified as the vendor, its Affiliates, unequivocally reserve and retain the absolute, unqualified, and exclusive right to unilaterally determine, establish, and modify the prices of all Products offered for sale through their respective Properties, without prior notice. Unless otherwise explicitly and conspicuously stipulated, all prices displayed on VitaminCanuck.com's Properties are denominated solely in Canadian Dollars (CAD). These displayed prices are strictly exclusive of any and all applicable taxes, duties, levies, or other governmental charges, which shall be itemized and applied separately where legally mandated.
9.3. Taxation and Applicable Charges
Sales tax, harmonized sales tax (HST), goods and services tax (GST), provincial sales tax (PST), value-added tax (VAT), import duties, customs fees, and any other similar fiscal impositions shall be levied solely on Orders where such charges are statutorily required by the relevant federal, provincial, or international jurisdiction governing the point of sale, delivery, or consumer residency. The determination of tax applicability is predicated upon the shipping address provided by the purchaser at the point of transaction, and the purchaser assumes sole responsibility for any and all such applicable charges.
9.4. Advertised Prices, Offers, and Contract Formation
All prices, promotions, and offers advertised on our Properties constitute merely an invitation to treat, and not a binding offer to sell. An Order submitted by a prospective purchaser thus constitutes an offer to purchase, which VitaminCanuck.com, in its sole and absolute discretion, may either accept or reject. No legally binding contract for the sale of Products shall be deemed formed until VitaminCanuck.com issues an explicit Acceptance of the Order. All prices and offers advertised on VitaminCanuck.com's Properties remain valid, save and except for instances of Patent Error, as meticulously delineated in Section 9.5 herein.
9.5. Rectification of Patent Errors and Unilateral Cancellation Rights
9.5.1. Identification and Notification: While VitaminCanuck.com undertakes commercially reasonable efforts to ensure the accuracy and integrity of all pricing information displayed on its Properties, the possibility of inadvertent Patent Errors exists. In the event VitaminCanuck.com identifies a Patent Error pertaining to the price of its merchandise within an Order prior to Acceptance, VitaminCanuck.com shall, as soon as reasonably practicable, endeavor to notify the prospective purchaser of the revised, correct price. The prospective purchaser shall then have the sole option to proceed with the Order at the corrected price or to cancel the Order in its entirety, without further recourse or liability to VitaminCanuck.com. Should VitaminCanuck.com be unable to contact the prospective purchaser within a commercially reasonable timeframe, or should the prospective purchaser decline to proceed at the corrected price, the Order shall be deemed unilaterally cancelled by VitaminCanuck.com without any liability whatsoever.
9.5.2. Post-Acceptance/In-Transit Cancellation: Notwithstanding any prior Acceptance or the commencement of transit, VitaminCanuck.com explicitly reserves and retains the unequivocal, absolute, and non-waivable right to unilaterally cancel any Order for a Product that was advertised at a Patent Error price. This right applies irrespective of whether the Order has been Accepted or the Product is currently in transit to the purchaser. Such cancellation shall be immediately effective upon notification from VitaminCanuck.com. This explicit reservation of right is fundamental to the commercial terms herein and serves to prevent unjust enrichment or undue prejudice arising from bona fide errors.
9.5.3. Refunds for Patent Errors: In circumstances where a purchaser has remitted payment for a Product subsequently cancelled due to a Patent Error, VitaminCanuck.com shall initiate a full refund of the amount paid for the incorrectly priced Product to the original payment method. Such refund shall be processed with all due commercial diligence, typically within seven (7) to fourteen (14) business days following the effective date of cancellation or, if applicable, the successful return of the Product to VitaminCanuck.com's designated facility.
9.5.4. Return of Goods and Costs: In the event an Order containing a Product subject to a Patent Error has been dispatched or received by the purchaser prior to cancellation, the purchaser is legally obligated to return the Product to VitaminCanuck.com upon demand. VitaminCanuck.com shall, in such specific instances of Patent Error cancellation initiated by VitaminCanuck.com post-dispatch, assume the reasonable, documented costs of return shipping, exclusively via a pre-approved shipping method designated by VitaminCanuck.com. Failure to return the Product within a specified timeframe may result in VitaminCanuck.com pursuing recovery of the Product's true value.
9.6. Affiliate Pricing Disclaimer and Limitation of Liability
ACCESS TO, OR TRANSACTIONS INVOLVING, THE PRODUCTS OF AFFILIATES THROUGH VITAMINCANUCK.COM'S PROPERTIES ARE GOVERNED SOLELY BY THE TERMS AND CONDITIONS ESTABLISHED BY THE RESPECTIVE AFFILIATE. VitaminCanuck.com exercises no control, influence, or supervisory authority over the pricing, offers, or commercial policies of its Affiliates. Consequently, VitaminCanuck.com expressly disclaims any and all responsibility, liability, or obligation whatsoever for any pricing discrepancies, Patent Errors, changes in pricing, or any communicative failures regarding pricing changes pertaining to products or services offered, sold, or managed independently by its Affiliates. Purchasers engaging in transactions with Affiliates implicitly acknowledge and accept that VitaminCanuck.com is neither an agent, guarantor, nor indemnitor for such Affiliate transactions and will not intervene in disputes arising therefrom. VitaminCanuck.com shall not be obligated to contact purchasers regarding pricing alterations made by Affiliates.
9.7. International Transactions and Foreign Exchange Risk
For transactions originating from purchasers utilizing credit or debit cards not denominated in Canadian Dollars, the final transactional price may be subject to recalculation based upon the prevailing foreign currency exchange rates applied by the purchaser's respective financial institution or card issuer. This exchange rate conversion shall be processed on the specific date upon which the transaction is settled by the card issuer, not necessarily the date of Order submission. The purchaser explicitly acknowledges and accepts that VitaminCanuck.com exercises no control over such exchange rates or any associated foreign transaction fees imposed by third-party financial intermediaries, and all associated currency conversion risks and charges are borne exclusively by the purchaser.
9.8. Governing Law and Dispute Resolution
These Pricing Policies and all commercial transactions conducted through VitaminCanuck.com's Properties shall be governed by and construed exclusively in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to principles of conflicts of law. Any dispute, controversy, or claim arising out of or relating to these Pricing Policies, including but not limited to any alleged mispricing or liability for pricing errors, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, sitting in the City of Toronto. By accessing and utilizing VitaminCanuck.com's Properties, all parties irrevocably consent to the personal jurisdiction of such courts and waive any objection to the venue of such courts. This choice of law and jurisdiction is a material term of this agreement and is intended to apply uniformly to all domestic and international purchasers.
9.9. Entire Agreement and Severability
This Section 9 constitutes the entire understanding and agreement between VitaminCanuck.com and any purchaser concerning the subject matter of pricing and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. Should any provision of this Section 9 be found by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, such provision shall be deemed severable from the remaining provisions and shall not affect the validity and enforceability of the remaining provisions, which shall remain in full force and effect.
10) At VitaminCanuck.com, we prioritize convenience and security for our valued customers. We offer a wide range of payment options, including major debit and credit cards, as well as third-party payment providers such as AfterPay (subject to jurisdictional restrictions). Please be aware that when using third-party payment providers, you may be redirected to their website, and VitaminCanuck.com will not be held responsible for any payments processed via external sites. It is your responsibility to familiarize yourself with the terms and conditions, as well as the privacy policies, of these third-party payment providers.
Once your payment is complete, you will be redirected back to our Properties. Please be advised that payment will be debited and cleared from your account in full at the time you place your order, including any pre-orders. We strive to provide a seamless and secure payment experience for our customers. If you have any questions or concerns regarding payment processing, our knowledgeable customer service team is always ready to assist you.
To ensure the safety of your credit/debit card transactions on our Website, we utilize the trusted and secure online payment gateway, shopify. Your credit/debit card details are encrypted in a secure host environment, and these details are used solely to process the credit/debit card transaction that you have initiated. We do not store your credit card information on our Website, as we rely on shopify to do so. For more information on how shopify protects your information, please refer to the link provided: shopify.com.
We take reasonable care to keep the details of your order and payment secure, to the extent that it is within our control. However, we cannot be held liable for any loss that you may suffer if a third-party gains unauthorized access to any data and/or personal information that you provide when accessing or ordering from our Properties, unless it is due to our gross negligence.
We understand the importance of safeguarding your personal information and strive to provide a secure and reliable platform for all transactions. Rest assured that we are committed to maintaining the highest standards of security to protect your privacy and ensure a seamless experience.
Payment Authorization: It is important to acknowledge and agree that any payment information you provide must be associated with an account that belongs to you or that you have been specifically authorized to use by the account owner. All credit card account holders are subject to validation and authorization by the card issuer. In the event that the issuer of your payment card refuses to authorize payment to us, we cannot be held liable for any non-delivery or delay of orders. Payment will be debited and cleared from your account upon dispatch of your order by VitaminCanuck.com. In the event that there is a problem charging your selected payment card, we may charge another valid payment card associated with your account.
We take payment authorization seriously and strive to ensure that all transactions are conducted in a secure and efficient manner. If you have any questions or concerns regarding payment authorization, please do not hesitate to contact us. When you make an offer to purchase our products, you are giving explicit authorization to VitaminCanuck.com to conduct credit checks. In cases where it is deemed necessary, we may transmit or obtain your credit card information or credit report information (including any updated information) from third parties. This is done solely to authenticate your identity, validate your credit/debit card, obtain an initial credit card authorization, and/or authorize individual purchase transactions. We take the security of your personal information seriously and will only use it for the purposes outlined above.
As a user of our services, you acknowledge and consent to the utilization of your personal information for the purpose of conducting necessary anti-fraud checks. Additionally, the personal information you provide may be disclosed to a third-party credit reference or fraud prevention agency, which may retain a record of said information. For further details on how we handle your personal information and data, please refer to our Privacy Policy.
Please visit the following links for more information on our services and entertainment:
SECTION 11: PROMOTIONAL TERMS AND CONDITIONS
This Section 11 constitutes an integral component of the overarching Terms of Use governing the digital properties and offerings of VitaminCanuck.com. Unless expressly superseded by a specific, duly promulgated contractual instrument executed by an authorized representative of VitaminCanuck.com, the stipulations herein shall apply with full force and effect to all promotional activities. These terms are drafted with the utmost rigor to reflect VitaminCanuck.com's reserved rights, consistent with applicable Canadian federal and provincial consumer protection legislation, as well as prevailing principles of international commercial law, thereby precluding ambiguity and mitigating exposure to prospective legal challenge.
11.1. Absolute Discretion in Offer and Administration: VitaminCanuck.com reserves the unqualified and unilateral right, exercisable at its sole and absolute discretion, to initiate, administer, modify, suspend, or terminate any and all promotional offers, pricing adjustments, discount codes, or other incentives, whether tangible or intangible, collectively referred to herein as "Promotions." The precise scope, duration, eligibility criteria, and specific terms and conditions pertaining to any Promotion shall be determined exclusively by VitaminCanuck.com, and no representation, oral or implied, shall create an obligation to offer or continue any Promotion.
11.2. Non-Transferability and Lack of Intrinsic Value: All Promotions are strictly non-transferable, non-assignable, non-negotiable, and shall possess no inherent or ascertainable cash value. Under no circumstances shall Promotions be redeemable for cash, cash equivalents, credit, or any other form of monetary compensation. Furthermore, Promotions shall not be applied retrospectively to prior purchases, previously executed transactions, or existing orders, nor may they be retroactively combined with any purchases made before the Promotion's official commencement date.
11.3. Mutual Exclusivity and Combinability: Unless explicitly and unequivocally stipulated within the definitive, written terms specifically governing a particular Promotion, all Promotions are inherently mutually exclusive. They cannot be combined, stacked, aggregated, or utilized concurrently with any other offer, discount, coupon, promotional code, or ongoing sale. The determination of whether a Promotion is combinable shall rest solely and definitively with VitaminCanuck.com.
11.4. Defined Validity Periods and Forfeiture: Each Promotion is subject to a finite validity period, as may be designated by a precise expiration date and/or time. Timely redemption within this specified period is an absolute condition precedent to the Promotion's applicability and efficacy. Failure to redeem a Promotion prior to its published expiration, as recorded by VitaminCanuck.com's authoritative internal systems, will result in its immediate, irrevocable, and unappealable forfeiture without recourse. No extensions or exceptions shall be granted.
11.5. Prospective Modification and Termination Rights: VitaminCanuck.com expressly reserves the unfettered right to modify, suspend, or terminate any Promotion, its associated terms, or the eligibility criteria at any time, for any reason or no reason, with or without prior notice. Such modifications, suspensions, or terminations shall be effective immediately upon their official publication or dissemination by VitaminCanuck.com, and shall apply universally to all subsequent redemptions. For the avoidance of doubt, the terms and conditions governing a Promotion shall be those precisely in effect and officially published by VitaminCanuck.com at the exact moment of its redemption by the customer. Prior representations or previously viewed terms shall not be binding if superseded by published revisions at the time of redemption.
11.6. Ineligibility for Subscription Services: Unless otherwise explicitly and unequivocally stated within the specific, written terms of a particular Promotion, Promotions are categorically excluded from eligibility for application to, or in conjunction with, VitaminCanuck.com's product subscription services, recurring orders, or automated replenishment programs. Promotions are generally designed for one-time purchases unless otherwise specified.
11.7. Promulgation of Supplemental Terms; Hierarchical Precedence: VitaminCanuck.com may, from time to time, promulgate and disseminate specific operating rules, additional terms, or supplemental conditions ("Supplemental Terms") that govern particular Promotions, unique aspects of its digital properties, or both. These Supplemental Terms, when issued, shall be deemed fully incorporated by reference into these overarching Terms of Use. For the avoidance of doubt, in the event of any irreconcilable conflict, inconsistency, or ambiguity between these overarching Terms of Use and any such Supplemental Terms, the Supplemental Terms shall explicitly prevail and govern exclusively with respect to the specific Promotion or feature they explicitly address, without derogating from the remaining provisions of these Terms of Use.
By participating in any Promotion, customers acknowledge and expressly consent to be bound by these meticulously crafted terms, affirming their understanding that VitaminCanuck.com retains comprehensive control over the entire lifecycle of its promotional endeavors.
12. Order Submission, Acceptance, and Contract Formation
This Article 12 delineates the precise procedural and substantive conditions governing the submission, processing, and acceptance of all orders placed by you ("the Customer") with VitaminCanuck.com ("the Vendor") via its digital platforms, including websites, applications, and any associated interfaces (collectively, the "Properties"). The Vendor operates under the fundamental premise of commercial certainty, and this Article is presented as an irrevocable condition precedent to any engagement.
12.1. Offer to Purchase and Procedural Compliance:
Your act of submitting an order for any product(s) ("Products") via the Properties constitutes an unqualified, irrevocable offer to purchase the specified Products under the express, then-current version of these Terms and Conditions ("Terms"). This offer is contingent upon and subject to your strict adherence to all instructions, specifications, and procedural prerequisites detailed on the Properties concerning order placement, including but not limited to, product selection, quantity, delivery particulars, and payment methodology. Any deviation from these stipulated instructions, or the provision of inaccurate, incomplete, or misleading information, shall, at the Vendor's sole and unfettered discretion, render your offer null, void, and of no legal effect ab initio. It is your singular and non-delegable responsibility to meticulously review and confirm the accuracy of all order details prior to final submission.
12.2. Product Availability and Non-Reservation:
All Products displayed on the Properties are offered subject to their immediate availability and the Vendor's explicit acceptance of your order. Placement of Products into your virtual shopping cart or similar interface does not, ipso facto, constitute a reservation, sequestration, or guarantee of availability of such Products. Products so situated remain accessible for purchase by other customers until such time as your offer has been formally submitted, the requisite payment validated, and the order unequivocally accepted by the Vendor in accordance with Section 12.4 herein. The Vendor disclaims any and all liability for the unavailability of Products, irrespective of the stage of your order compilation.
12.3. Pre-Orders and Waitlisted Products:
In instances where Products are not immediately available for shipment, the Vendor may, at its absolute discretion and without creating any binding obligation, present you with the opportunity to either: (a) place a pre-order for said Products; or (b) register your email address for electronic notification of their subsequent arrival. While the Vendor shall employ commercially reasonable efforts to fulfill pre-orders or notifications on a priority basis upon receipt of supplier shipments, based on the chronological sequence of pre-order placement or notification registration, this does not constitute an absolute guarantee of fulfillment or delivery within any specific timeframe. The submission of a pre-order or registration for notification does not, per se, create a binding contract for sale. All pre-orders and waitlisted items remain subject to the Vendor's full right of acceptance or declination as stipulated in Section 12.4 and 12.6, and all provisions of these Terms apply with equal force and effect to such items. The Vendor explicitly disclaims any liability for delays, cancellations, or partial fulfillment arising from supplier non-performance, logistical disruptions, or unforeseen market conditions.
12.4. Order Acknowledgment vs. Contractual Acceptance:
Upon receipt of your submitted offer, the Vendor shall transmit an electronic communication acknowledging the receipt of your order details ("Order Acknowledgment"). Notwithstanding the issuance of an Order Acknowledgment, it is hereby stipulated that this communication serves solely as confirmation of the Vendor's receipt of your offer and does not, under any circumstances, signify or constitute the Vendor's acceptance of your offer, nor does it establish any contractual obligation whatsoever for the Vendor to supply the Products.
A legally binding contract for the sale of Products between you and VitaminCanuck.com shall only be formed upon the Vendor's issuance of a separate, distinct electronic communication explicitly titled "Confirmation of Order." This Confirmation of Order shall expressly state the Vendor's acceptance of your offer, provide a unique order reference number, and detail the specific Products accepted for supply. Any other form of communication, whether electronic, written, or verbal, pertaining to your order, including but not limited to invoices, shipping notifications, or preliminary status updates, are for informational purposes only and shall not be construed as, nor does it constitute, acceptance of your order by the Vendor.
12.5. Obligation to Review Terms:
Your submission of an order through the Properties irrevocably signifies your express agreement and acknowledgment that you are performing such action explicitly subject to the comprehensive Terms and Conditions enforced by VitaminCanuck.com at the precise moment of your order submission. It is your non-derogable, affirmative obligation to review the latest, prevailing version of these Terms, including any amendments or revisions, each and every time you initiate an order, prior to its final submission. Ignorance of the current Terms shall not be pleaded as a defense against their binding application.
12.6. Vendor's Unrestricted Right to Decline Orders:
The Vendor retains the absolute, non-appealable, and sovereign right, exercisable at its sole and unfettered discretion, to decline or cancel any order placed by you, at any stage prior to the issuance of a "Confirmation of Order," for any reason whatsoever, or for no reason, without incurring any liability to you or any third party. Without prejudice to the generality of the foregoing, specific, non-exhaustive grounds for declining an order may include:
In the event an order is declined by the Vendor, the Vendor may, purely as a discretionary courtesy and without obligation, offer you an alternative Product. Should such an offer be extended and accepted by you, a new, entirely separate offer to purchase must be formally submitted by you, subject to all prevailing Terms.
12.7. Limitation of Liability for Product Withdrawal and Content Modification:
The Vendor shall not be held liable, nor will any cause of action accrue against it, to you or any third party, for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, loss of profits, revenue, or goodwill, arising from or attributable to the Vendor's action of withdrawing any Product(s) from its Properties, irrespective of whether such Products were previously available for sale or were subject to an unaccepted order. Furthermore, the Vendor reserves the absolute right, without prior notice or liability, to remove, screen, edit, or modify any materials, content (including user-generated content), or listings on its Properties, to refuse to process any transaction, or to suspend any transaction at any juncture, even subsequent to its initial processing. This reservation of rights is paramount to maintaining the integrity, quality, and operational efficacy of the Properties and the Vendor's commercial undertakings.
12.8. Customer's Right to Cancel and Refund Protocol:
Prior to the Vendor's issuance of a "Confirmation of Order" as defined in Section 12.4, you retain the right to cancel your submitted offer to purchase. In the event you elect to cancel your order before its acceptance by the Vendor, or should the Vendor decline or cancel your order for any stipulated reason, the Vendor undertakes to initiate a refund of any payment previously processed for the Product(s) ordered. Such refunds shall be processed to your original payment method within a period of fourteen (14) business days from the date of cancellation or declination. This refund represents your sole and exclusive remedy for any such cancellation or declination, and you expressly waive any right to claim additional compensation, damages, or remedies.
12.9. Error Correction by Customer:
Should you discover an error in your submitted VitaminCanuck.com merchandise order subsequent to its submission but prior to the Vendor's issuance of a "Confirmation of Order," you are obligated to immediately contact the Vendor's Customer Experience team via the dedicated link provided on the Properties. While the Vendor will endeavor to accommodate reasonable requests for amendment, it explicitly reserves the right, at its sole discretion, to reject any such request. Any modification to an order is contingent upon the Vendor's operational capacity and may result in delays or necessitate the submission of a new order. The Vendor disclaims all liability for errors in submitted orders that are not brought to its immediate attention or if the requested correction is unfeasible or declined.
13) Now, let's discuss Intellectual Property Rights. The Properties, along with their content, features, and functionality, including but not limited to information, software, text, graphics, logos, button icons, images, audio clips, video clips, data compilations, and their design, selection, and arrangement, are the exclusive property of VitaminCanuck.com, our licensors, or other content suppliers. These are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Any unauthorized use or exploitation of these properties without our prior written consent is strictly prohibited.
No right, title, or interest in or to the Properties or any Content is transferred to you, and all rights not expressly granted are reserved. Any use of the Properties that is not expressly permitted by these Terms may be considered a breach of these Terms and may violate copyright, trademark, and other laws.
We take our intellectual property rights seriously and expect our users to do the same. We appreciate your cooperation in respecting our intellectual property and ensuring that our Properties are used in accordance with these Terms.
To clarify, Content refers to all information found on the Properties, including but not limited to the "look and feel" of the website, data files, graphics, text, photographs, drawings, logos, images, sounds, music, and video and audio files.
At VitaminCanuck.com, we strive to ensure that all Content is accurate and complete. However, it is important to note that your use of the Properties is at your own risk. We cannot guarantee that the functional aspects of the Properties or the Content will be error-free, nor can we guarantee that the Properties, the Content, or the server that makes it available are free of viruses or other harmful components. Neither VitaminCanuck.com nor its suppliers make any warranties about the Content or the results that may be obtained from using the Properties. You bear the entire risk of the completeness, accuracy, or usefulness of any Content found on this Properties.
VitaminCanuck.com reserves the right to withdraw any Content from the Properties at any time and for any reason, and such removal may be immediate and without notice. As a condition of your use of and access to the Properties, you acknowledge, agree, and confirm that VitaminCanuck.com is not liable to you or any third party for any such withdrawal.
At VitaminCanuck.com, we take pride in providing our readers with carefully curated editorial content through our Properties Content. I meticulously select the content that appears on my platform, and I do not accept any form of advertising unless explicitly indicated. We want to ensure that our readers have access to unbiased and authentic content, which is why we do not accept payment from third parties for products or content to appear on our platform. However, we do occasionally feature Sponsored Content, which is clearly marked as such.
By subscribing to our content, you agree to receive Sponsored Content. If you prefer not to receive such content, you can easily unsubscribe by clicking the “Unsubscribe” link at the bottom of any email or by reaching out to our Customer Experience team with “Unsubscribe” in the subject line. Please note that if you unsubscribe, you will not receive any content, whether it is Sponsored Content or VitaminCanuck.com Content.
Any third-party content posted on our platform reflects the personal opinions and views of the third-party authors and does not necessarily reflect the opinions and views of VitaminCanuck.com. We accept no responsibility for any such third-party opinions and views.
At VitaminCanuck.com, we are committed to providing our readers with high-quality, informative, and engaging content. We hope that you enjoy our platform and continue to support us in our mission to deliver exceptional editorial content.
14) Impermissible Engagements and Unilateral Prohibitions
Under the unimpeachable authority and unfettered discretion of The Axiom, and effective immediately upon access to any of our digital Properties or Content, it is hereby declared a prima facie breach, without the necessity of further notice or demand, to engage in, facilitate, or attempt any of the following activities:
14.1. Intellectual Property Infringement and Unauthorized Exploitation:
14.2. Unlawful Access and Systemic Integrity Violations:
14.3. Data Harvesting, Commercial Exploitation, and Reverse Engineering:
14.4. Enforcement and Recourse – The Axiom’s Immutable Resolve:
The Axiom hereby declares its unwavering commitment to the rigorous enforcement of these terms. Any violation, perceived or actual, shall trigger immediate and comprehensive legal action, pursued with the full force and weight of both international and domestic legal frameworks, including Canadian law, where applicable. The Axiom’s dedication to the protection of its intellectual property, operational security, and proprietary interests is absolute and unwavering. There shall be no hesitation to deploy every available legal instrument, including but not limited to demands for injunctive relief, specific performance, substantial monetary damages (including statutory, exemplary, and punitive damages), and comprehensive recovery of all legal costs without limitation, to safeguard our assets and maintain the inviolability of these terms.
We actively monitor for non-compliance and reserve the right to deploy any and all technological and legal countermeasures. We appreciate the cooperation of all legitimate users in upholding a secure, stable, and legally compliant digital environment. These restrictions are not merely guidelines; they are pillars of prevention, designed to ensure the perpetual safety and paramountcy of The Axiom's digital domain.
This is not a negotiation. This is The Axiom.
15. User-Generated Material: The Axiom of Digital Engagement and Content Sovereignty
Preamble: The Indisputable Covenant
Your election to publish, transmit, submit, or post any content, data, information, reviews, ratings, comments, feedback, multimedia files, or other materials (hereinafter, "User-Generated Material" or "UGM") upon any of our Properties constitutes an automatic, unequivocal, and legally binding covenant. This covenant asserts your comprehensive understanding and absolute agreement to the terms detailed herein, establishing a non-derogable framework for all UGM. This framework is meticulously engineered to safeguard VitaminCanuck.com's operational integrity, proprietary rights, and freedom from liability, consistent with the highest standards of international and Canadian law.
A. User Representations, Warranties, and Covenants: The Burden of Attestation
By the act of submitting UGM, you, the User, render an immediate, self-executing, and perpetually binding series of representations, warranties, and covenants of the highest legal probity. These are not merely informational disclosures but fundamental contractual undertakings, any breach of which shall trigger immediate and comprehensive remedial actions:
B. Prohibited Content: The Immutable Edicts of Content Integrity
The submission of UGM is a strictly circumscribed privilege, contingent upon unwavering adherence to the following immutable prohibitions. Any UGM that falls within these categories is deemed inherently violative of The Axiom and these Terms:
Non-compliance with these stringent guidelines constitutes an immediate and material breach of these Terms, irrevocably subjecting the offending UGM to our unilateral and unchallengeable right of removal, modification, or any other remedial action deemed necessary, without liability to you or any third party. Your cooperation is not merely appreciated; it is a mandatory precondition of your continued access.
C. The Grant of Indefeasible License: Our Unassailable Proprietary Nexus
While VitaminCanuck.com, in an exercise of its discretion, refrains from asserting initial legal title or proprietary ownership over the UGM you originate, your act of posting, uploading, publishing, or transmitting any UGM forthwith effectuates an instantaneous, broad, perpetual, sublicensable, assignable, worldwide, non-exclusive, irrevocable, fully paid-up, and royalty-free license. This License is hereby granted to VitaminCanuck.com, its corporate parent, subsidiaries, affiliates, successors, assigns, agents, and all current and future licensees, as well as to other authenticated users of our Properties (solely for their permitted use of UGM within the scope of our Properties). This comprehensive grant extends to and encompasses all copyrights, master recording rights, performance rights, neighbouring rights, moral rights (to the fullest extent legally waivable under Canadian and international law, as further elaborated below), trademarks, service marks, trade dress, patents, trade secrets, rights of privacy and publicity, personality rights, and all other proprietary and intellectual property rights, whether now existing or hereafter devised, that you own, control, or have the legal capacity to license.
This indefeasible License confers upon VitaminCanuck.com an unrestricted prerogative to:
D. The Irrevocable Waiver of Moral Rights and Renunciation of Remuneration
By the act of submitting UGM, you explicitly, knowingly, and irrevocably waive, renounce, and assign to VitaminCanuck.com, to the fullest extent permissible by the Copyright Act (R.S.C., 1985, c. C-42) and any other applicable international or domestic legislation, any and all "moral rights" (droit d'auteur), including but not limited to the right of attribution (paternity) and the right of integrity (the right to prevent distortion, mutilation, or modification), that you, as the author, may possess in the UGM. This waiver is absolute and perpetual, applying irrespective of whether the UGM is altered, modified, distorted, or changed in a manner that may not be agreeable or otherwise suitable to you. In the limited event that any such moral rights are deemed, by operation of law, non-waivable, you covenant and agree that you shall perpetually refrain from exercising such rights in any manner that interferes with, derogates from, or otherwise impedes the full and unfettered exercise of the License and other rights granted to VitaminCanuck.com herein.
Furthermore, you explicitly acknowledge and irrevocably agree that the submission of UGM and the grant of the aforementioned License are provided without any expectation, entitlement, or right to receive any fees, sums, consideration, remuneration, royalties, or any other form of compensation from VitaminCanuck.com or any of its licensees, now or in perpetuity, for any of the rights granted or for the exploitation of the UGM under this Section or any other provision of these Terms. Your engagement is purely gratuitous in this regard, constituting sufficient consideration for the privilege of using our Properties.
E. User's Absolute Indemnification and Financial Burden – The Cost of Engagement
You, the User, unequivocally undertake and covenant to bear full and sole responsibility for, and shall promptly pay upon demand, all royalties, license fees, performance fees, synchronization fees, mechanical royalties, and any other monies, levies, or financial obligations whatsoever that may be due and owing to any person or entity, including collecting societies (e.g., SOCAN, Re:Sound in Canada), by reason of your submitted UGM. This includes any and all claims for infringement, breach of contract, or other legal or equitable theories arising from the content of your UGM. This payment obligation is an absolute and non-derogable condition precedent to your submission of UGM. Your posting of UGM constitutes your express agreement to this term and your understanding that failure to secure necessary licenses and pay associated fees renders you solely liable.
To fortify The Axiom of our operational security, you hereby agree to indemnify, defend, and hold harmless VitaminCanuck.com, its corporate parent, subsidiaries, affiliates, officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns from and against any and all claims, demands, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees, disbursements, and expert witness fees on a full indemnity basis) arising out of or in connection with:
This indemnification obligation shall survive the termination of your use of the Properties and these Terms. VitaminCanuck.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with VitaminCanuck.com in asserting any available defenses.
F. VitaminCanuck.com's Absolute Editorial Prerogative and Disclaimer of Liability: Our Immutable Shield
VitaminCanuck.com reserves, and you expressly grant and acknowledge, an absolute, unfettered, and unreviewable editorial prerogative over all UGM. This includes, without limitation, the right to:
The submission of UGM to our platform signifies not merely agreement, but an unwavering affirmation of these terms.
Now, let us address the legal implications of user-generated content on digital platforms. As you may be aware, websites such as ours often include user-generated content, which can pose a variety of legal challenges. In order to maintain a safe and respectful online community, we have implemented strict guidelines regarding user-generated material.
First and foremost, we assume no responsibility or liability for any user-generated content posted by you, other users, or third parties on or through our properties. This includes any actions or inactions related to transmissions, communications, or content provided by these users. While we do reserve the right to remove content that violates our terms or is deemed objectionable, we cannot guarantee that all inappropriate content will be removed in a timely manner.
As the operator of our properties, we also reserve the right to monitor any disputes that may arise between you and other users. However, we are under no obligation to do so and cannot be held liable for any actions or inactions taken by other users, nor for any interactions you may have with them. It is your sole responsibility to conduct yourself appropriately while using our properties and to ensure that your interactions with other users are respectful and in accordance with our terms.
Despite our strict rules regarding user-generated content, you may still come across content on our properties that is inaccurate, inappropriate for children, or otherwise unsuitable for your intended purpose. In such cases, we cannot be held responsible and expressly disclaim any liability related to your exposure to such material, whether or not it violates our terms. We take the safety and well-being of our users very seriously and encourage you to report any inappropriate behavior or content that you may encounter while using our properties.
When it comes to user-generated content, we may choose to accept it, but we urge you to exercise caution when posting information on our properties or sharing it with other users. We strongly advise against publicly sharing personal details such as your full name, phone number, street address, or email address, as this information can be used to identify you or even lead to identity theft. It is important to note that any interactions you have with other users on our properties are done so at your own risk. We cannot be held responsible for any claims or liability related to user-generated content posted on our properties or the conduct of other users. However, we will do our best to ensure a safe and secure environment for all users.
In conclusion, while we strive to provide a safe and enjoyable online experience, it is crucial that you remain vigilant and cautious when interacting with others on our properties. By being mindful of the information you share and using discretion when engaging with user-generated content, you can help protect yourself and others from potential risks and ensure a positive experience for all.
16) Mobile Service and Application Usage Terms
16.1. User Obligations for Mobile Service Connectivity & Device Suitability
By accessing or utilizing the VitaminCanuck.com mobile application (hereinafter, the "App"), you, the user (hereinafter, "User"), hereby acknowledge and represent that you shall be solely and exclusively responsible for obtaining and maintaining, at your own expense, all requisite mobile devices, wireless mobile data services, and reliable Internet access necessary for the App's operation. Such services must be procured directly from your chosen wireless carrier and Internet service provider, respectively. This paramount responsibility extends, without limitation, to all associated usage charges, tariffs, fees, taxes, and any other costs incurred in connection with the provision and consumption of these foundational services and the acquisition of a suitable, compatible device.
16.2. Electronic Communications and Data Transmission Costs
The User expressly consents to the transmission and reception of electronic communications directly pertaining to the App's functionality, maintenance, and enhancement. Such communications may include, but are not limited to, administrative notifications, critical service announcements, diagnostic data reports, mandatory security updates, and App version upgrades. It is unequivocally stipulated that any and all costs associated with the sending and receiving of these electronic communications, regardless of their origin (i.e., VitaminCanuck.com, your mobile carrier, or duly authorized third-party service providers), shall be borne exclusively by the User. Furthermore, Users operating under wireless mobile data plans without unlimited data provisions are hereby cautioned that usage of the App will likely incur additional charges from their respective wireless service providers. VitaminCanuck.com explicitly disclaims any liability for such charges, and Users are mandated to independently verify potential costs with their carriers.
16.3. User's Exclusive Responsibility for Supplemental Services and Compatibility Disclaimers
The User assumes full and absolute responsibility for identifying, securing, and remunerating any and all additional subscription or connectivity services, equipment, or peripherals indispensable for optimized or baseline access to the App's functionalities. This explicit obligation encompasses the prompt payment of all third-party fees, levies, or charges associated therewith, including, but not limited to, data transmission fees for information ingress to or egress from the App.
VITAMINCANUCK.COM PROVIDES NO EXPRESS OR IMPLIED WARRANTY, GUARANTEE, OR REPRESENTATION REGARDING THE APP'S COMPATIBILITY WITH ANY SPECIFIC NETWORK PROVIDER, MOBILE DEVICE, OPERATING SYSTEM, OR HARDWARE CONFIGURATION. The determination of compatibility rests solely with the User.
16.4. Mandatory Updates and Export Compliance
VitaminCanuck.com reserves the unfettered right to issue, at its sole discretion, essential updates, patches, and enhanced versions of the App. It is a fundamental condition of continued App usage that the User shall promptly install all such updates to ensure uninterrupted functionality, maintain data integrity, and adhere to evolving security protocols. Failure to implement mandatory updates may result in diminished performance, security vulnerabilities, or complete cessation of App operation, for which VitaminCanuck.com shall bear no liability whatsoever.
Furthermore, the User is hereby notified that the export, re-export, or transfer of any VitaminCanuck.com mobile application or its underlying components is strictly contingent upon and subject to full compliance with all applicable international, national, provincial, and local export control laws, regulations, and embargoes. The User assumes full legal responsibility for ensuring such compliance, and VitaminCanuck.com explicitly disclaims any liability for any breach thereof by the User.
16.5. Indemnification
**TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE USER HEREBY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS VITAMINCANUCK.COM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL CLAIMS.
SECTION 1.0 - ANDROID™ APPLICATION TERMS AND DISCLAIMER OF RESPONSIBILITY
1.1 Contractual Nexus and Exclusion of Google, Inc.: By the act of downloading, installing, accessing, or utilizing the VitaminCanuck.com mobile application (hereinafter, the "Application") obtained via the Google PlayStore™ (hereinafter, the "Platform"), you, the User, hereby irrevocably acknowledge, represent, and expressly agree that the legally binding Terms of Service (hereinafter, "These Terms") for the Application are established exclusively and solely between you and VitaminCanuck.com. For absolute clarity and avoidance of doubt, Google, Inc. (hereinafter, "Google") is emphatically not a party to These Terms, nor does it assume any contractual obligations or responsibilities whatsoever hereunder, either express or implied.
1.2 Google's Absolute Disclaimer of Application Responsibility: The User further acknowledges and agrees that Google bears no liability, responsibility, or obligation for the Application, its content, its functionality, its performance, or any aspect thereof. This absolute disclaimer extends to, but is not limited to, the accuracy, legality, reliability, or appropriateness of any data, information, or materials disseminated through or generated by the Application.
1.3 User Compliance with Platform Terms: Your continued use of the Application mandates strict and continuous adherence to all applicable terms, conditions, and guidelines promulgated by the Platform, including, but not limited to, the Google Play™ Terms of Service. Any failure to comply with such external terms may result in the termination of your access to the Application, without prejudice to VitaminCanuck.com's other rights and remedies. The User bears sole responsibility for such compliance.
1.4 Exclusion of Google from Maintenance and Support Obligations: Google is explicitly disclaimed from any and all responsibilities concerning the provision of maintenance, technical support, or any other related services for the Application. All such obligations, if any are expressly undertaken by VitaminCanuck.com within These Terms, rest solely with VitaminCanuck.com.
1.5 Google's Absolute Warranty Disclaimer and Indemnification: In strict accordance with all applicable laws, Google entirely disclaims any and all warranties, whether express, implied, or statutory, with respect to the Application. Furthermore, the User expressly understands and agrees that any and all claims, demands, losses, liabilities, damages, costs, charges, or expenses (collectively, "Claims") arising from or related to any alleged failure of the Application to conform to any express or implied warranty, whether asserted against Google or VitaminCanuck.com, shall be exclusively governed by the liability limitations, disclaimers, and warranty provisions detailed within These Terms and by the laws applicable to VitaminCanuck.com as the sole provider and licensor of the Application. The User hereby agrees to indemnify, defend, and hold harmless Google from any such Claims arising from the User's use of the Application or breach of These Terms.
1.6 VitaminCanuck.com's Sole Obligation and Limited Warranty: To the extent any warranty obligation exists for the Application, it is exclusively the obligation of VitaminCanuck.com, subject to the explicit disclaimers and limitations of liability set forth in These Terms. VitaminCanuck.com provides the Application "AS IS" and "AS AVAILABLE" without any warranties whatsoever, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement, save for any statutorily mandated, non-waivable implied warranties under Canadian consumer protection laws.
1.7 Google's Third-Party Beneficiary Status: The User expressly acknowledges and agrees that Google, and Google's subsidiaries, are third-party beneficiaries of These Terms, and that upon your acceptance of the terms and conditions of These Terms, Google will have the right (and will be deemed to have accepted the right) to enforce These Terms against you as a third-party beneficiary thereof.
1.8 Trademark Attribution: For informational purposes, the User is hereby notified that Android™, Google Play™, and PlayStore™ are registered trademarks of Google, Inc., and this attribution does not imply any endorsement or affiliation beyond that explicitly stated herein.
SECTION 2.0 - PRIVACY AND DATA PROTECTION PROTOCOL
2.1 Paramountcy of Privacy and Policy Integration: At VitaminCanuck.com, the sanctity of your personal privacy is held in the highest regard and is paramount to our operational ethos. As you access, navigate, interact with, or otherwise utilize our digital properties, including but not limited to our website, Application, and any ancillary digital services (collectively, the "Properties"), you expressly acknowledge and agree that any and all information you transmit, provide, or generate, including but not limited to personally identifiable information ("PII") and non-personally identifiable information, shall be collected, processed, stored, used, and disclosed in strict and absolute accordance with our Privacy Policy.
2.2 Binding Nature of Privacy Policy: The VitaminCanuck.com Privacy Policy, as updated from time to time, is hereby incorporated by explicit reference into These Terms and forms an integral, legally binding component of the agreement between you and VitaminCanuck.com. Your continued use of the Properties constitutes your unequivocal consent to the terms and conditions articulated within the Privacy Policy.
2.3 Adherence to Data Protection Frameworks: VitaminCanuck.com is committed to complying with all applicable data protection and privacy legislation, including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) federally within Canada, and analogous provincial statutes (e.g., British Columbia’s Personal Information Protection Act, Alberta’s Personal Information Protection Act), as well as the European Union's General Data Protection Regulation (GDPR) to the extent that our processing activities fall within its territorial scope. We implement robust technical and organizational measures to safeguard your personal data against unauthorized access, disclosure, alteration, or destruction.
2.4 User Responsibility for Data Integrity: The User warrants that all information provided to VitaminCanuck.com is accurate, current, and complete. VitaminCanuck.com shall not be liable for any inaccuracies or deficiencies in data provided by the User.
SECTION 3.0 - CONSENT TO ELECTRONIC COMMUNICATION AND NOTIFICATION PROTOCOL
3.1 Express Consent to Electronic Communications: By engaging with our services, establishing an account, or utilizing our Properties, you provide your explicit, unambiguous, and affirmative consent to receive all communications from VitaminCanuck.com electronically. This consent extends to all forms of communication, regardless of whether such communications are statutorily, contractually, or administratively mandated, or purely for informational or promotional purposes.
3.2 Modes of Electronic Communication; Sole Discretion: VitaminCanuck.com, in its sole and absolute discretion, may transmit such electronic communications to you via the email address you have provided to us, by means of notices or alerts posted conspicuously on our Properties, or through any other electronic channel deemed appropriate by VitaminCanuck.com. You hereby affirm your understanding that the provision of a valid, active email address is a prerequisite for receiving critical communications via this modality.
3.3 Legal Equivalence of Electronic to Written Communication: You irrevocably acknowledge, accept, and agree that all agreements, notices, disclosures, policy updates, and any other communications provided to you by VitaminCanuck.com electronically fully satisfy any and all legal requirements that such communications be rendered in writing. This provision is intended to facilitate the validity and enforceability of electronic contracts and notifications under all applicable laws, including but not limited to Canadian electronic commerce statutes.
3.4 User's Absolute Responsibility for Receipt of Communications; Disclaimer of Liability: VitaminCanuck.com explicitly disclaims all liability and responsibility for any failure of the User to receive electronic communications resulting from the application of automatic filtering systems, spam blockers, network provider configurations, email server issues, or any other technical barriers imposed by the User or the User's internet service provider, email provider, or network operator. It is the User's non-delegable and absolute responsibility to ensure the continuous and unimpeded receipt of all necessary communications from VitaminCanuck.com, including configuring all necessary settings to permit receipt of emails from VitaminCanuck.com domains. Failure to receive communications due to such filtering shall not absolve the User of any obligations under These Terms or any other agreement with VitaminCanuck.com.
3.5 Withdrawal of Consent for Marketing Communications: While you consent to receive all necessary electronic communications under Section 3.1, you retain the right to withdraw your consent for receiving purely marketing or promotional electronic communications, subject to the provisions of Canada's Anti-Spam Legislation (CASL) and other relevant privacy regulations. Instructions for opting out of marketing communications will be provided within such communications. Withdrawal of consent for marketing communications does not affect your consent for receiving indispensable operational, legal, or transactional notices.
SECTION 4.0 - GENERAL PROVISIONS (APPLICABLE TO ALL SECTIONS)
4.1 Governing Law and Jurisdiction: These Terms 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) 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 principles. The User irrevocably agrees that the courts of the Province of Ontario shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with These Terms or their subject matter or formation.
4.2 Severability: Should any provision of These Terms be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from These Terms, and the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been contained herein.
4.3 Entire Agreement: These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and VitaminCanuck.com pertaining to your use of the Properties and supersede all prior or contemporaneous agreements, understandings, proposals, and representations, whether written or oral.
4.4 Waiver: No waiver by VitaminCanuck.com of any term or condition set forth in These Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of VitaminCanuck.com to assert a right or provision under These Terms shall not constitute a waiver of such right or provision.
4.5 Indemnification by User: You agree to indemnify, defend, and hold harmless VitaminCanuck.com, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of These Terms or your use of the Properties, including, but not limited to, your User Contributions, any use of the Application's content, services, and products other than as expressly authorized in These Terms, or your use of any information obtained from the Properties.
Effective Date: February 1, 2025
1. INTRODUCTION AND UNAMBIGUOUS AFFIRMATION OF CONSENT
By providing your mobile telephone number to VitaminCanuck.com (hereinafter referred to as "VitaminCanuck," "we," "us," or "our"), or by initiating or assenting to the receipt of mobile messages from VitaminCanuck, you hereby provide your explicit, unambiguous, and informed consent to receive recurring promotional, transactional, informational, and service-related text messages (including both Short Message Service (SMS) and Multimedia Messaging Service (MMS)) from VitaminCanuck and its authorized agents, affiliates, and service providers. This express consent is provided irrespective of whether your mobile number is currently registered on any provincial, federal, or corporate "Do Not Call" registry. This Agreement governs the terms of your participation in the VitaminCanuck Mobile Messaging Program ("Program").
2. MESSAGE FREQUENCY AND CONTENT DISCLOSURE
You understand and agree that VitaminCanuck may send up to five (5) distinct text messages per calendar month. These messages may pertain to, without limitation: * Order confirmations, shipping updates, and delivery notifications. * Account-related information, password resets, or security alerts. * Promotional offers, discounts, new product announcements, and marketing communications regarding VitaminCanuck's goods and services. * Customer service inquiries and support. * Reminders and general informational alerts pertinent to your engagement with VitaminCanuck.
3. REGISTRATION AND DOUBLE OPT-IN PROTOCOL
Upon furnishing your mobile number, you will receive a mandatory confirmation text message. To complete your enrollment in the Program and activate your consent, you are required to reply as explicitly instructed within said confirmation message. Your receipt of future messages is contingent upon this affirmative double opt-in (DOI) action. Failure to complete this DOI process will result in non-enrollment, and no further messages will be dispatched from VitaminCanuck through this Program.
4. MESSAGE AND DATA RATES ACKNOWLEDGMENT (MDRMA)
VitaminCanuck will not impose any direct charges for the text messages you receive or send within this Program. However, you expressly acknowledge and agree that standard message and data rates may be applied by your mobile service provider. You bear sole responsibility for any and all such charges, including, but not limited to, those associated with confirmation texts, opt-out confirmations, assistance requests, and any replies you transmit. We strongly advise reviewing your mobile service plan with your carrier to understand applicable rates and charges.
5. PRIVACY, DATA INTEGRITY, AND JURISDICTIONAL COMPLIANCE
Your privacy is paramount. Your mobile telephone number, alongside any concomitant personal data, will be collected, utilized, and processed strictly in accordance with VitaminCanuck's comprehensive Privacy Policy, accessible at [Insert Direct Link to Privacy Policy, e.g., www.vitamincanuck.com/privacy-policy]. We commit to employing robust safeguards to protect your personal information, consistent with the principles of PIPEDA, CASL, and other applicable Canadian privacy legislation. Such data will be used exclusively for the purposes detailed herein and within our Privacy Policy, and will not be shared, sold, or rented to third parties for their independent marketing purposes without your explicit additional consent.
6. AUTOMATIC TELEPHONE DIALING SYSTEM (ATDS) DISCLOSURE
You expressly acknowledge and consent that text messages within this Program may be transmitted using an automatic telephone dialing system (ATDS) or other technology that automatically generates or selects telephone numbers or initiates the sending of messages. Your consent to receive such messages via ATDS is integral to your participation in the Program.
7. RIGHT TO OPT-OUT (MESSAGE CESSATION PROTOCOL)
Your right to revoke consent is absolute and easily exercisable. You may at any time terminate your participation in the Program and cease receiving messages by replying to any text message received from us with one of the following keywords: "STOP," "END," "CANCEL," "UNSUBSCRIBE," or "QUIT." Alternatively, you may text any of these keywords to the designated shortcode: [Insert Actual Shortcode Here, e.g., 12345].
Upon successful processing of your opt-out request, you will receive a final, singular text message confirming your cessation of enrollment in the Program. This confirmation message serves as conclusive proof of your opt-out. Following this, no further messages will be dispatched to your mobile number through this Program unless and until you affirmatively re-subscribe by explicit action, subject to the then-current terms.
8. ASSISTANCE AND SUPPORT (HELP PROTOCOL)
Should you require any assistance, information, or clarification regarding the Program, you may reply to any text message received from us with the keyword "HELP." Alternatively, you may text the keyword "HELP" to the designated shortcode: [Insert Actual Shortcode Here, e.g., 12345]. Our customer experience team can also be reached via email at [Insert Customer Service Email Address] or by visiting our support portal at canuck@vitamincanuck.com.
9. CONDITION OF PURCHASE WAIVER
Crucially, your consent to receive mobile messages from VitaminCanuck is not, and will never be, mandated as a direct or indirect condition precedent to utilizing any of our "Properties" (e.g., website, applications) or to effectuating the purchase of any goods or services offered thereupon. This principle ensures full compliance with statutory prohibitions against conditioned consent.
10. MOBILE NUMBER MODIFICATION AND USER RESPONSIBILITY
To ensure the integrity and accuracy of our communication and to prevent unintended message delivery, you bear the responsibility of promptly notifying VitaminCanuck of any changes to your mobile telephone number. You may update your mobile number by accessing the "Manage Preference" link provided at the footer of any VitaminCanuck subscription email or by contacting our Customer Experience team via email with "Update Mobile Number" clearly stated in the subject line at canuck@vitamincanuck.com. VitaminCanuck disclaims liability for messages sent to an outdated or incorrect mobile number if we have not been duly notified of such change.
11. CARRIER DISCLAIMER AND LIMITATIONS OF SERVICE
You acknowledge that your individual mobile carrier may, at its sole discretion, prohibit or restrict certain mobile messaging features, functionalities, or services. Furthermore, some features of the Program may exhibit incompatibility with specific carriers, mobile devices, or operating systems. VitaminCanuck disclaims all liability for the operational limitations or service interruptions imposed by your carrier or device incompatibility. For any queries concerning these technical parameters or restrictions, you are advised to directly contact your mobile service provider.
12. LIMITATION OF LIABILITY AND INDEMNIFICATION
To the maximum extent permitted by applicable law, VitaminCanuck, its directors, officers, employees, agents, and affiliates shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Program; (ii) any conduct or content of any third party on the Program; (iii) any content obtained from the Program; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage.
You agree to defend, indemnify, and hold harmless VitaminCanuck, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and expert witness fees) arising out of or relating to your violation of these Mobile Messaging Terms or your use of the Program.
13. GOVERNING LAW AND JURISDICTION
These Mobile Messaging Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. You irrevocably agree that the courts of the Province of Ontario, Canada shall have exclusive jurisdiction to resolve any dispute or claim arising out of or relating to these Terms or the Program.
14. SEVERABILITY
Should any provision of these Mobile Messaging Terms be deemed unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
15. AMENDMENTS TO TERMS
VitaminCanuck reserves the unilateral right to revise these Mobile Messaging Terms at any time. Any such revisions will be effective immediately upon posting the updated terms on our website. Your continued participation in the Program following the posting of revised terms constitutes your acceptance of such revisions. We encourage you to periodically review these Terms to remain informed of any changes.
18. UNILATERAL MODIFICATION, SUSPENSION, OR TERMINATION OF PROPERTIES AND ANCILLARY USER PRIVILEGES
By accessing or utilizing the digital properties and services offered by VitaminCanuck.com (hereinafter referred to as "the Properties"), you, the user, acknowledge and expressly agree to the following non-negotiable terms, which constitute a fundamental condition precedent to your continued engagement with the Properties. These stipulations are designed to unequivocally delineate the absolute and unfettered discretion reserved by VitaminCanuck.com in the management and provision of its online infrastructure.
18.1. Absolute Discretion in Property Management:
VitaminCanuck.com reserves, and you irrevocably concede, the absolute, unilateral, and non-derogable right to modify, suspend, discontinue, or otherwise alter any and all aspects of the Properties, including, but not limited to, the addition or elimination of specific features, functionalities, content, data, or the cessation of the Properties entirely. Such actions may be undertaken at any time, for any reason, or no reason, without prior notice, without consultation, and without incurring any liability whatsoever to you or any third party. This prerogative extends to all antecedent, contemporaneous, and subsequent iterations of the Properties.
18.2. Absence of Vested Rights and Implied Representations:
Any description, demonstration, or historical availability of features, functionalities, or content within the Properties shall not be construed as a representation, warranty, or covenant that such elements will always be included, maintained, or operational. Your continued use confers no vested rights, proprietary interests, or legitimate expectations regarding the perpetual availability or specific configuration of any part of the Properties. VitaminCanuck.com explicitly disclaims any and all implications of promissory estoppel, detrimental reliance, or quantum meruit arising from the existence or nature of the Properties.
18.3. Restriction, Suspension, and Termination of User Access:
In addition to the foregoing, VitaminCanuck.com reserves the unqualified right to restrict, suspend, or terminate your Account (if applicable), or otherwise limit or revoke your access to or use of the Properties, in whole or in part. Such actions may be effected immediately, without prior warning, without cause, and without liability, at our sole and absolute discretion. This includes, but is not limited to, termination for perceived breach of these Terms, cessation of service, or for any other reason deemed appropriate by VitaminCanuck.com, or for no reason at all. Your registration as a "Registered User" confers no special protections against such discretionary actions.
18.4. Irreversibility and Consequence of Discretionary Actions:
Upon the suspension, discontinuation of any aspect of the Properties, or the termination of your Account, VitaminCanuck.com shall bear no responsibility or obligation to provide you with any antecedent information, data, content, or materials associated with your account or your use of the Properties. This includes, but is not limited to, user-generated content, preferences, interests, historical data, digital assets, or any other data stored within or linked to your Account.
18.5. Absolute Disclaimer of Data Value and Preservation:
VitaminCanuck.com may, subsequent to any aforementioned action, irretrievably delete all or any part of your Account data, preferences, interests, and any other information or content associated therewith, from its servers and systems. You acknowledge and expressly agree that you possess no recourse, claim, or remedy whatsoever with regard to any information, data, or content deleted, regardless of any actual, perceived, sentimental, pecuniary, or proprietary value you may attribute to such information. You bear sole responsibility for the independent backup and preservation of any data or content deemed significant by you.
18.6. Unqualified Release and Non-Liability:
To the maximum extent permitted by applicable law, including but not limited to the laws of Canada and International common law principles, you expressly waive and release VitaminCanuck.com, its affiliates, officers, directors, employees, agents, and licensors from any and all claims, demands, liabilities, damages (including, but not limited to, direct, indirect, incidental, consequential, special, punitive, exemplary damages, or damages for loss of profits, data, goodwill, or other intangible losses), costs, and expenses (including legal fees on a solicitor-client basis) arising out of or in connection with any modification, suspension, discontinuation, restriction, or termination of the Properties or your access thereto, regardless of the cause or the legal theory upon which such claim is based (e.g., contract, tort, negligence, strict liability, statutory, or otherwise), and even if VitaminCanuck.com has been advised of the possibility of such damages. This release is comprehensive, unconditional, and extends to all forms of relief, including equitable remedies.
18.7. Acknowledgement of Non-Reliance:
Your continued use of the Properties constitutes an unequivocal affirmation of your understanding and acceptance of these terms, and an express acknowledgement that your engagement with VitaminCanuck.com is predicated solely upon the terms herein, without any expectation of uninterrupted service or the perpetual preservation of data or access privileges. You further affirm that you have not relied upon any oral or written representations not explicitly contained within this binding agreement.
19) Now, let's address the matter of Linked Destinations and Advertising. VitaminCanuck.com provides you with access to various Linked Sites for your convenience. However, it is crucial to understand that these Linked Sites are not owned, operated, or controlled by VitaminCanuck.com. Therefore, if you choose to visit these Linked Sites, you do so entirely at your own risk and subject to the terms of use and privacy policies of such Linked Sites.
I strongly advise you to carefully read the terms of use and privacy policies of any Linked Sites before providing any personal or other information or engaging in any activity on such Linked Sites. Any terms, conditions, warranties, or representations included in the Linked Sites are solely between you and the relevant providers of the Linked Sites. Please remember that our Terms and Privacy Policy do not govern your use of another website or destination.
It is essential to note that VitaminCanuck.com does not endorse Linked Sites, and we expressly disclaim responsibility and liability for them, including with respect to the content, products, and services provided by the Linked Sites. Any interactions you have with Linked Sites are between you and the Linked Sites, and you agree that VitaminCanuck.com is not liable for any damage or loss you may suffer as a result of any interactions with any such Linked Sites or any claims that you may have against any such Linked Sites.
In conclusion, while VitaminCanuck.com offers links to Linked Sites for your convenience, we do not endorse them, and you use them at your own risk. Please read the terms of use and privacy policies of any Linked Sites before engaging with them, and understand that any interactions you have with Linked Sites are solely between you and the Linked Sites.
POLICY ON INTELLECTUAL PROPERTY RIGHTS AND INFRACTION CLAIM PROCEDURES
WHEREAS, VitaminCanuck.com (hereinafter, "VitaminCanuck.com" or "We") operates and maintains various digital platforms, including but not limited to the website domain "VitaminCanuck.com" and all subdomains, applications, associated interfaces, and digital content (collectively, the "Properties");
AND WHEREAS, VitaminCanuck.com is committed to the scrupulous protection of its exclusive intellectual property rights and, concomitantly, respects the validated intellectual property rights of third parties;
NOW, THEREFORE, BE IT KNOWN AND UNDERSTOOD:
1. OWNERSHIP AND PROTECTIONS OF PROPRIETARY CONTENT: The entirety of the content residing on or accessible through the Properties, encompassing, inter alia, all textual elements, graphic designs, photographic works, audio-visual compositions, user interfaces, source code, object code, databases, algorithms, and compilation of data, constitutes the exclusive intellectual property of VitaminCanuck.com or is licensed to VitaminCanuck.com with all necessary rights for its utilization. Such proprietary content is rigorously protected by:
a. **International Copyright Instruments:** Including, but not limited to, the Berne Convention for the Protection of Literary and Artistic Works, the WIPO Copyright Treaty, and other pertinent international agreements.b. **Canadian Copyright Law:** Specifically, the Copyright Act, R.S.C. 1985, c. C-42, as amended, and its ancillary regulations.c. **United States Federal Copyright Law:** Including, but not limited to, Title 17 of the United States Code (17 U.S.C. §101 *et seq*.).d. **Common Law Principles:** Pertaining to intellectual property and unfair competition in all applicable jurisdictions.All rights in such content are unequivocally reserved. Any unauthorized reproduction, distribution, public performance, public display, adaptation, modification, derivative work creation, storage, or transmission of any proprietary content is strictly prohibited and shall be met with the full force of available legal and equitable remedies, including, but not limited to, injunctive relief, monetary damages, and the recovery of legal costs.
2. TRADEMARKS AND COMMERCIAL DESIGNATIONS: All trademarks, service marks, trade names, logos, trade dress, and other distinctive brand features displayed on the Properties are, by virtue of registration or established common law, the exclusive property of VitaminCanuck.com or their respective owners who have granted a valid, binding, and enforceable license to VitaminCanuck.com for their use. Any unauthorized use, dilution, or infringement of these marks is explicitly prohibited and shall be vigorously prosecuted to the fullest extent permitted by law, including Canadian Trademarks Act, R.S.C. 1985, c. T-13, and the Lanham Act, 15 U.S.C. §1051 et seq.
3. EXCLUSIVE PROCEDURE FOR CLAIMS OF INFRINGEMENT: Should any individual or entity (hereinafter, the "Claimant") possess a good faith belief that material residing on or accessible through the Properties — whether created by VitaminCanuck.com or provided via third-party linking — infringes upon their duly protected copyright or other intellectual property rights, the Claimant must strictly adhere to the formal notification procedure herein delineated. Any communication or inquiry concerning alleged infringement that deviates from this prescribed protocol shall be deemed invalid and legally ineffectual, and VitaminCanuck.com shall bear no obligation to acknowledge, process, or respond to such deficient correspondence.
4. DESIGNATED AGENT FOR FORMAL NOTICE: To initiate a formal claim of intellectual property infringement, the Claimant shall dispatch a written communication, in English, to VitaminCanuck.com's Designated Agent for Intellectual Property Matters via electronic mail at:
Email Address: insight@fashionablyearly.blog Subject Line: FORMAL NOTICE OF INTELLECTUAL PROPERTY INFRINGEMENT (DMCA/CANADIAN CDA COMPLIANCE) Attention: General Counsel, Legal Department
This electronic mail address is exclusively for the submission of formal infringement notices compliant with the ensuing stipulations. Correspondence unrelated to this specific procedure will be disregarded.
5. MANDATORY ELEMENTS OF A VALID NOTIFICATION: For a notification of alleged infringement to be deemed legally valid and actionable by VitaminCanuck.com, it must be presented in writing and contain all of the following essential information, delineated with absolute precision:
a. **Signature:** A physical or electronic signature of a person *legally authorized* to act on behalf of the owner of an exclusive intellectual property right that is purportedly infringed. This signatory shall unequivocally attest to their authority.b. **Identification of Infringed Work:** A detailed and specific identification of the copyrighted work(s) or other intellectual property right(s) claimed to have been infringed. Where multiple works are involved, a representative list thereof, accompanied by adequate identifying characteristics (e.g., registration numbers, dates of first publication), is required.c. **Location of Infringing Material:** A clear, unambiguous, and sufficiently detailed description of the precise location(s) on the Properties where the allegedly infringing material resides, enabling VitaminCanuck.com to readily identify and locate such material with no ambiguity or interpretive effort. This must include specific URLs.d. **Claimant's Contact Information:** Comprehensive contact particulars for the Claimant, including:i. Full legal name of the Claimant and/or the rights holder.ii. Physical mailing address.iii. Primary telephone number.iv. Electronic mail address.e. **Good Faith Belief Statement:** A statutorily compliant statement, expressed by the Claimant, affirming a good faith belief that the disputed use of the material, in the manner complained of, is not authorized by the intellectual property owner, its designated agent, or any applicable law.f. **Accuracy and Perjury Statement:** A solemn statement, made under penalty of perjury (or its equivalent legal consequence for false declarations in Canadian jurisdictions), that the information contained within the notification is accurate and that the Claimant is, in fact, authorized to act on behalf of the owner of the exclusive right that is purportedly infringed.6. CONSEQUENCES OF DEFICIENT NOTIFICATION: Any purported notification that fails to substantially comply with all of the aforementioned mandatory requirements shall be considered incomplete, legally ineffectual, and fundamentally defective. VitaminCanuck.com reserves the absolute right to disregard such deficient communications without investigation, response, or liability. The onus of providing a fully compliant notice rests solely and entirely with the Claimant.
7. VITAMINCANUCK.COM'S COMMITMENT & RESERVATION OF RIGHTS: Upon receipt of a valid and fully compliant notification, VitaminCanuck.com shall undertake a prompt and diligent investigation of the alleged infringement. Consistent with our obligations under 17 U.S.C. §512(c) of the Digital Millennium Copyright Act ("DMCA Safe Harbor") and analogous principles within Canadian law, we are committed to acting appropriately where infringement is factually and legally substantiated. However, VitaminCanuck.com expressly reserves all rights to:
a. Refuse to remove material where the claim is unsubstantiated, legally unsound, or arises from a good faith, legally permissible use.b. Exercise all available legal defenses, including fair use, fair dealing, or other statutory exceptions.c. Institute counter-notification procedures as provided under 17 U.S.C. §512(g)(3) where applicable.8. PENALTY FOR KNOWING MISREPRESENTATION (17 U.S.C. §512(f) & Analogous Laws): BE WARNED: Under U.S. federal law, specifically 17 U.S.C. §512(f), any person who knowingly materially misrepresents that online material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys' fees, incurred by the alleged infringer, by any copyright owner or copyright licensee, or by a service provider, who is injured by such misrepresentation.
Furthermore, in Canada, the submission of a false or misleading claim could expose the Claimant to liabilities including, but not limited to, actions for malicious falsehood, abuse of process, and potential criminal charges for perjury or making false declarations. VitaminCanuck.com shall, without hesitation or reservation, pursue all available legal avenues to recover damages, court costs, and attorneys' fees resulting from such fraudulent or knowingly false claims, and to seek punitive damages where warranted by the egregious nature of the misrepresentation.
9. DISCLAIMER REGARDING LEGAL ADVICE: This comprehensive policy outlines the exclusive procedural requirements for notifying VitaminCanuck.com of alleged intellectual property infringement. It is paramount to understand that this document, in its entirety, DOES NOT CONSTITUTE LEGAL ADVICE. Parties contemplating filing an infringement claim are strongly and unequivocally advised to seek independent legal counsel to fully comprehend their rights, obligations, and potential liabilities under the DMCA, Canadian Copyright Act, international treaties, and all other applicable laws. VitaminCanuck.com is not providing legal counsel, nor does it assume any professional responsibility for the Claimant's interpretation of this policy or any legal matter.
10. GOVERNING LAW AND JURISDICTION: This Policy 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 principles of conflicts of law. Any disputes arising from or in connection with this Policy shall be subject to the exclusive jurisdiction of the courts of Ontario.
21) Let's address some important disclaimers. As a valued customer of VitaminCanuck.com, it is crucial that you are aware of the potential risks associated with the use of their products. While we take great care to ensure that our products are safe for their intended use, it is essential to note that mishandling or misuse of these products could result in personal injury or property damage.
Please be advised that VitaminCanuck.com cannot be held liable for any such incidents that may arise from the misuse of their products. It is your responsibility to handle their products with care and to use them only for their intended purpose. Additionally, some of their products may not be suitable for use by children. If you choose to provide access to their products to any individual under the age of 18, you assume sole liability for any resulting incidents.
Furthermore, it is strictly prohibited to use their products for any illegal purpose. Any actions taken that are contrary to the laws, rules, or regulations of any territory are solely your responsibility, and VitaminCanuck.com cannot be held liable for any resulting consequences.
22) As a valued customer of VitaminCanuck.com, it is crucial that you are aware of the potential risks associated with the use of their products. While we take great care to ensure that our products are safe for their intended use, it is essential to note that mishandling or misuse of these products could result in personal injury or property damage.
Please be advised that VitaminCanuck.com cannot be held liable for any such incidents that may arise from the misuse of their products. It is your responsibility to handle their products with care and to use them only for their intended purpose. Additionally, some of their products may not be suitable for use by children. If you choose to provide access to their products to any individual under the age of 18, you assume sole liability for any resulting incidents.
Furthermore, it is strictly prohibited to use their products for any illegal purpose. Any actions taken that are contrary to the laws, rules, or regulations of any territory are solely your responsibility, and VitaminCanuck.com cannot be held liable for any resulting consequences.
I. Absolute and Irrevocable Disclaimer of Warranty, Endorsement, and Third-Party Liability
VitaminCanuck.com, its directorship, officers, employees, agents, affiliates, subsidiaries, licensors, and service providers (collectively, "We," "Us," or "Our") hereby expressly and irrevocably disclaim, to the fullest extent permitted by virtue of all applicable domestic (including, but not limited to, the laws of the Province of Ontario and the federal laws of Canada) and international jurisdictions, any and all liability, responsibility, and assumption of duty for any information, content, data, product, or service offered, represented, or promulgated by any third-party source accessible through, linked from, or otherwise appearing on Our Properties (hereinafter, "Linked Sites"). This comprehensive disclaimer extends, without limitation or derogation, to any external websites, platforms, applications, or entities whose Uniform Resource Locators (URLs) are provided for convenience, informational purposes, or any other ostensible benefit.
Specifically, and notwithstanding any provision or inference to the contrary:
II. Absolute Disclaimer of Internal Content Warranty and Exhaustive Limitation of Liability
Your utilization of the information, materials, and functionalities provided on VitaminCanuck.com's Properties is predicated upon your explicit acknowledgment, informed consent, and irrevocable agreement that any reliance upon such content is undertaken entirely at your own sole risk, absolute responsibility, and independent verification.
Specifically, and notwithstanding any aspirational statements, descriptive language, or perceived commitment:
III. Governing Law and Exclusive Jurisdiction
This Disclaimer, and any and all disputes, claims, or controversies arising out of or related to your use of the Properties or these terms, 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 laws principles or any rules that might apply the laws of another jurisdiction. You hereby irrevocably and unequivocally agree that the courts located in the Province of Ontario shall have exclusive and sole jurisdiction to entertain any action, suit, or proceeding arising out of or related to this Disclaimer or your use of the Properties, and you waive any objection to such jurisdiction or venue.
IV. General Provisions of Enduring Efficacy
23) ARTICLE I: EXCLUSIVE INFORMATIONAL PURPOSES; NO PROFESSIONAL RELATIONSHIP
1.1 Nature of Content: All medical, nutritional, and fitness information, including, but not limited to, text, data, articles, publications, photographs, images, illustrations, graphics, audio, video, audio-video clips, and any other medium of expression, disseminated or made available on Our Properties, is provided for general informational, educational, and entertainment purposes only. It is expressly and unequivocally disclaimed as professional medical, nutritional, fitness, or any other form of healthcare advice, consultation, diagnosis, or treatment.
1.2 No Professional-Client Relationship: The transmission, receipt, access, or utilization of any Content on Our Properties, whether in whole or in part, or any communication via internet, email, social media, or other digital or analog means, does not, shall not, and cannot establish or constitute a professional-client relationship of any kind, including, without limitation, a physician-patient, therapist-patient, dietitian-client, personal trainer-client, or other healthcare professional-client relationship between You and VitaminCanuck.com, its affiliates, or any third party mentioned or linked on Our Properties.
1.3 Prohibition on Reliance: You are hereby explicitly and contractually prohibited from relying upon any Content on Our Properties as a substitute for, or in lieu of, personalized professional medical, nutritional, fitness, or other healthcare advice, diagnosis, or treatment from a duly qualified and licensed healthcare provider. The Content is not intended to, and cannot, replace information contained on or in any product packaging or label.
ARTICLE II: USER'S SOLE RESPONSIBILITY AND OBLIGATION TO SEEK PROFESSIONAL COUNSEL
2.1 Mandatory Professional Consultation: VitaminCanuck.com unconditionally mandates that You consult with Your personal physician or other qualified healthcare provider(s) regarding any health-related questions or concerns, and prior to commencing any new dietary regimen, nutritional supplement use, fitness program, athletic activity, or making any decisions concerning Your health or well-being, especially if You have pre-existing health conditions or are taking medications.
2.2 Evaluation of Dietary Supplements: Information and statements pertaining to dietary supplements have not been evaluated by the Food and Drug Administration (FDA) of the United States or Health Canada. These products are not intended to diagnose, treat, cure, or prevent any disease. No claims are made regarding their efficacy, safety, or suitability for any specific health condition or purpose.
2.3 Duty to Disregard Content in Conflict with Professional Advice: It is imperative and Your sole responsibility that You never disregard professional medical advice, nor delay seeking medical attention, due to any content presented on or via Our Properties. Your failure to adhere to this duty shall be entirely at Your own peril and absolves VitaminCanuck.com of any and all liability.
2.4 Emergency Protocols: In the event of any health-related questions or concerns, You are urgently compelled to promptly call or see Your physician or other qualified healthcare provider. In a medical emergency, You must immediately contact Your physician, the local emergency services number (e.g., 911 in North America), or the appropriate emergency response system in Your jurisdiction.
ARTICLE III: ASSUMPTION OF RISK (FITNESS AND ATHLETIC ACTIVITIES)
3.1 Inherent Risks: Our Properties may periodically provide information concerning fitness and athletic activities. You acknowledge and understand that engaging in such activities, including but not limited to exercise routines, strength training, cardiovascular workouts, sports, and other physical endeavors, carries inherent and significant risks of property damage, bodily injury (ranging from minor sprains to catastrophic injuries), illness, psychological harm, and even death. These risks are present regardless of Your physical condition, skill level, or the supervision provided, and include risks associated with overexertion, improper technique, equipment failure, environmental factors, and the actions or inactions of others.
3.2 Voluntary Assumption of Risk: By accessing Content related to, or by choosing to engage in, any fitness or athletic activity described or referenced on Our Properties, You hereby voluntarily, knowingly, and unequivocally assume all known and unknown risks, dangers, and hazards associated with such activities. This assumption of risk extends to all forms of harm, loss, or damage, whether foreseeable or unforeseeable, and includes those risks that may be caused, in whole or in part, by the action, inaction, or negligence of VitaminCanuck.com, its affiliates, agents, employees, or contractors, or by the action, inaction, or negligence of others.
3.3 Prerequisite for Participation: VitaminCanuck.com strongly, yet mandatorily, recommends that You consult with Your physician or other qualified healthcare provider prior to beginning any new fitness program or engaging in any new athletic activities. Your participation in any such activity without prior medical clearance is undertaken at Your own exclusive risk.
ARTICLE IV: WAIVER AND RELEASE OF LIABILITY
4.1 Irrevocable Waiver: In consideration for being permitted to access and utilize Our Properties and Content, You, on behalf of Yourself, Your personal representatives, heirs, executors, administrators, next of kin, and assigns, hereby irrevocably and unconditionally waive, release, acquit, and forever discharge VitaminCanuck.com, its affiliates, subsidiaries, parent entities, licensors, and their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, "Released Parties") from any and all claims, demands, actions, causes of action, suits, obligations, liabilities, damages, expenses, and costs, including attorneys' fees, of any nature whatsoever, whether in law or equity, whether known or unknown, foreseen or unforeseen, patent or latent, that arise out of, or are in any way connected with, Your access to or use of Our Properties or Content, including, but not limited to:
(a) Any medical, nutritional, or fitness information provided;(b) Your engagement in any fitness or athletic activities referenced;(c) Any injury, illness, death, or property damage resulting from such activities or reliance on such information;(d) Any alleged or actual negligence (including ordinary and gross negligence, where legally permissible to waive) or misconduct of the Released Parties or any third parties.4.2 No Claims for Negligence: You expressly agree that You will not make any claim against, sue, or attach the property of the Released Parties for any loss, damage, injury, death, or expense (including without limitation, personal injury, psychological trauma, or property damage) that You may suffer as a result of Your use of Our Properties or Content, or participation in any activities described therein, even if caused by the negligence (including gross negligence, where legally permissible) of the Released Parties.
ARTICLE V: INDEMNIFICATION
5.1 User Indemnification: You agree to defend, indemnify, and hold harmless VitaminCanuck.com and the Released Parties from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and legal costs) arising out of or in connection with:
(a) Your access to or use of Our Properties or Content;(b) Your breach of any term or condition of this Agreement;(c) Your reliance on any Content from Our Properties;(d) Your engagement in any activities described on Our Properties;(e) Any claim by a third party that alleges Your use of Our Properties or Content caused them harm or damage.ARTICLE VI: DISCLAIMER OF WARRANTIES
6.1 "AS IS" and "AS AVAILABLE" Basis: ALL CONTENT AND PROPERTIES OF VITAMINCANUCK.COM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
6.2 No Warranties: TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VITAMINCANUCK.COM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, OR SUITABILITY OF THE CONTENT OR PROPERTIES FOR ANY PARTICULAR PURPOSE. VITAMINCANUCK.COM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROPERTIES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ARTICLE VII: LIMITATION OF LIABILITY
7.1 Exclusion of Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VITAMINCANUCK.COM OR THE RELEASED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, DATA, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES (EVEN IF VITAMINCANUCK.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR IN CONNECTION WITH:
(a) YOUR ACCESS TO, USE OF, OR INABILITY TO USE OUR PROPERTIES OR CONTENT;(b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OUR PROPERTIES;(c) ANY CONTENT OBTAINED FROM OUR PROPERTIES;(d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VITAMINCANUCK.COM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.7.2 Aggregate Liability Cap: NOTWITHSTANDING ANY PROVISION TO THE CONTRARY HEREIN, VITAMINCANUCK.COM'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE PROPERTIES OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO VITAMINCANUCK.COM FOR ACCESS TO AND USE OF THE PROPERTIES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY CANADIAN DOLLARS (CAD $50.00).
ARTICLE VIII: GOVERNING LAW AND JURISDICTION
8.1 Applicable Law: This Agreement and any disputes arising out of or related to it or Your use of Our Properties or Content shall be governed by and construed in accordance with the laws of Winnipeg and the federal laws of Canada applicable therein, without regard to its conflict of law principles.
8.2 Exclusive Jurisdiction: You irrevocably agree that the courts of Winnipeg, specifically the courts located in Winnipeg, shall have exclusive jurisdiction to entertain any suit, action, or proceeding arising out of or relating to this Agreement or Our Properties or Content. You hereby irrevocably waive any objection to the laying of venue in such courts and irrevocably waive the right to claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum. This clause applies to both domestic and international users, who by their use, explicitly submit to the jurisdiction of the aforementioned Canadian courts.
ARTICLE IX: GENERAL PROVISIONS
9.1 Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.
9.2 Entire Agreement: This Agreement constitutes the entire agreement between You and VitaminCanuck.com regarding Your use of Our Properties and Content and supersedes all prior or contemporaneous communications, agreements, and understandings, whether electronic, oral, or written, regarding the subject matter hereof.
9.3 No Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and VitaminCanuck.com's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
9.4 Modifications: VitaminCanuck.com reserves the right to modify these terms at any time. Your continued use of the Properties after any such modifications constitutes Your acceptance of the revised terms. It is Your responsibility to periodically review this Agreement for updates.
ARTICLE X: USER ACKNOWLEDGMENT
10.1 Affirmative Consent: By proceeding to use or access any portion of Our Properties or Content, You affirmatively acknowledge, declare, and represent that You have read this entire Comprehensive Medical, Nutritional, and Fitness Information Disclaimer, Assumption of Risk, Waiver of Liability, and Indemnification Agreement, that You understand its terms, conditions, and significance, that You have had the opportunity to seek independent legal advice, and that You voluntarily and freely agree to be bound by all of its provisions. You further acknowledge that You are giving up substantial legal rights by agreeing to these terms.
24) ARTICLE I: DEFINITIONS AND INTERPRETATIONS
For the purposes of this Agreement, the following terms shall bear the meanings ascribed below:
1.1. "VitaminCanuck.com" shall refer collectively to VitaminCanuck.com, its parent companies, subsidiaries, affiliates, and any entities under common control. 1.2. "Properties" shall encompass, without limitation, all websites, applications, digital platforms, software, content, services, and associated functionalities owned, operated, or licensed by VitaminCanuck.com. 1.3. "Indemnified Parties" shall mean, collectively and individually, VitaminCanuck.com, its current and future direct or indirect shareholders, equity holders, directors, officers, contractors, employees, agents, managers, partners, licensors, licensees, service providers, successors, and assigns, in all capacities. 1.4. "User" shall mean any individual or entity accessing or utilizing the Properties, including any person or entity authorized to do so via the User's credentials. 1.5. "Terms" shall mean the entirety of the terms and conditions governing the use of the Properties, including this Indemnity and Release. 1.6. "User Generated Material" shall include any and all data, content, information, or materials submitted, posted, transmitted, or otherwise made available by the User through the Properties. 1.7. "Claims" shall mean any and all actions, arbitrations, causes of action, complaints, charges, demands, deficiencies, disputes, assessments, suits, litigation, investigations, proceedings (whether civil, criminal, administrative, regulatory, governmental, or otherwise), judgments, liabilities, losses, damages (including, but not limited to, direct, indirect, consequential, incidental, punitive, exemplary, and special damages), costs, expenses (including, but not limited to, reasonable legal fees, expert witness fees, investigation costs, settlement amounts, and disbursements), penalties, fines, and interest, whether known or unknown, suspected or unsuspected, accrued or unaccrued, asserted or unasserted, now existing or hereafter arising.
ARTICLE II: INDEMNIFICATION OBLIGATION
2.1. Unconditional Indemnification: By accessing, using, or interacting with the Properties, the User irrevocably and unconditionally agrees to defend, indemnify, and hold harmless the Indemnified Parties from and against any and all Claims, howsoever arising, that may be brought or asserted against any Indemnified Party by any third party, governmental authority, or regulatory body.
2.2. Scope of Indemnification Triggers: This comprehensive indemnification obligation explicitly extends to and covers Claims arising out of, in connection with, attributable to, or resulting from:
(i) The User's access to, use of, or inability to use the Properties, including, without limitation, any data, information, or content transmitted, received, uploaded, downloaded, or shared by the User;(ii) Any actual or alleged breach, contravention, repudiation, or violation by the User of any provision, term, covenant, representation, or warranty contained within these Terms, any other policy, guideline, or agreement referenced herein, or any applicable law, rule, regulation, by-law, or order of any governmental or regulatory authority in any jurisdiction whatsoever;(iii) The User's infringement, misappropriation, or violation of any third-party rights, including, without limitation, intellectual property rights (such as copyright, patent, trademark, trade secret), moral rights, privacy rights, publicity rights, contractual rights, or proprietary rights;(iv) The User's violation of any applicable domestic or international law, statute, ordinance, rule, regulation, treaty, or judicial/administrative order, including, but not limited to, those pertaining to data privacy, consumer protection, anti-spam, cybersecurity, or export controls;(v) Any User Generated Material, or any content or data submitted, posted, transmitted, or made available via the User's account, regardless of who created or submitted such material;(vi) Any and all access to or use of the Properties by any party utilizing the User's unique username, password, login credentials, security code, or any other means of authentication, whether authorized or unauthorized by the User;(vii) Any act or omission, negligence, gross negligence, willful misconduct, or fraud by the User or any person acting on behalf of the User;(viii) Any dispute or interaction between the User and any third party arising from or in connection with the Properties; and(ix) Any other matter for which the User is legally responsible under these Terms or by operation of law.2.3. Duty to Defend: The User explicitly acknowledges and agrees that the duty to defend is a distinct and independent obligation, commencing immediately upon notification of a potential Claim. This duty obligates the User to assume control of the defense of any Claim at the User's sole expense, utilizing legal counsel acceptable to VitaminCanuck.com, which acceptance shall not be unreasonably withheld. In the event the User fails to assume the defense, or if VitaminCanuck.com determines, in its sole discretion, that its interests are not being adequately protected, VitaminCanuck.com reserves the right to assume the defense, settlement, or compromise of any Claim, and the User shall remain liable for all associated costs, including, but not limited to, legal fees, expert fees, and settlement amounts incurred by VitaminCanuck.com.
ARTICLE III: RELEASE AND WAIVER
3.1. Comprehensive Release: The User, for themselves and on behalf of their heirs, executors, administrators, legal representatives, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the Indemnified Parties from any and all Claims whatsoever, whether asserted or unasserted, known or unknown, foreseen or unforeseen, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, now existing or hereafter arising, in law, equity, or otherwise, that the User ever had, now has, or may hereafter have against any Indemnified Party arising from, relating to, or in any way connected with the User's access to or use of the Properties, including, without limitation, any actions, inactions, omissions, or negligence of the Indemnified Parties.
3.2. Waiver of Unknown Claims: In furtherance of the foregoing, the User expressly acknowledges and agrees that this release applies to all Claims, regardless of whether such Claims are presently known or unknown, suspected or unsuspected, disclosed or undisclosed, and notwithstanding the discovery or existence of different or additional facts. The User expressly waives any rights or protections that they might otherwise have under any statute, common law principle, or legal doctrine (including, but not limited to, California Civil Code §1542, or any similar or analogous provisions in any other federal, state, provincial, territorial, or international jurisdiction, including, without limitation, any provisions of the Civil Code of Quebec or any consumer protection legislation in Canada that may limit the scope of a general release), which generally provide that a general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, which if known by them would have materially affected their settlement with the debtor. The User hereby assumes full responsibility and risk for any and all unknown, unsuspected, and undisclosed Claims, and the User agrees that this waiver is a material and indispensable term of this Agreement.
ARTICLE IV: USER REPRESENTATIONS AND ACKNOWLEDGEMENTS
4.1. Capacity and Authority: The User represents and warrants that they possess the full legal capacity and authority to enter into these Terms and to be bound by the obligations set forth herein. 4.2. Voluntary Acceptance: The User acknowledges and affirms that their agreement to these Indemnification and Release provisions is made freely, voluntarily, and without any duress or undue influence. 4.3. Opportunity for Independent Legal Advice: The User explicitly acknowledges that they have been afforded a full and ample opportunity to seek and obtain independent legal advice from counsel of their own choosing regarding the full implications, ramifications, and legal consequences of this Indemnity and Release prior to their acceptance of these Terms. The User further acknowledges that their failure to seek such independent legal advice shall not vitiate, diminish, or otherwise impair the enforceability of these provisions. 4.4. Full Understanding: The User acknowledges that they have carefully read and fully understand the precise legal meaning, import, and effect of each and every term and provision contained within this Indemnity and Release, and that the language utilized herein is clear, unambiguous, and conspicuous.
ARTICLE V: GOVERNING LAW AND JURISDICTION
5.1. Governing Law: This Indemnity and Release, and any disputes arising out of or in connection with it, 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 any principles of conflicts of law. For greater certainty, this includes principles of contract law as applied in common law provinces, and due consideration of the principles of civil law as applied in Quebec, where relevant to ensure maximal enforceability across all Canadian jurisdictions. 5.2. Exclusive Jurisdiction: The User irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, for any action or proceeding arising out of or relating to this Indemnity and Release, and the User expressly waives any objection to venue, forum, or convenience of such courts. The User agrees that a judgment in any such action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.
ARTICLE VI: MISCELLANEOUS PROVISIONS
6.1. Severability: Should any provision of this Indemnity and Release be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect as if the invalid, illegal, or unenforceable provision had never been part hereof. 6.2. Entire Agreement: This Indemnity and Release, together with the entirety of the Terms, constitutes the complete and exclusive agreement between the User and VitaminCanuck.com with respect to the subject matter hereof, superseding all prior and contemporaneous representations, understandings, or agreements, whether written or oral. 6.3. No Waiver: The failure of VitaminCanuck.com to insist upon strict performance of any provision of this Indemnity and Release, or to exercise any right or remedy hereunder, shall not be construed as a waiver of that provision, right, or remedy for any subsequent breach or default. No waiver by VitaminCanuck.com of any breach or default by the User shall be effective unless in writing and signed by an authorized representative of VitaminCanuck.com.
25) LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
25.1 Definitions and Scope: For the purposes of this Article 25, "VitaminCanuck.com" shall denote VitaminCanuck.com, its parent companies, subsidiaries, affiliates, divisions, licensors, licensees, successors, assigns, officers, directors, employees, agents, representatives, and all associated personnel (collectively, "the Entity"). "Properties" refers to all websites, applications, services, content, and digital or physical offerings directly or indirectly provided, hosted, or made accessible by the Entity. "User" signifies any individual or entity accessing, utilizing, or interacting with the Properties.
25.2 Disclaimer Regarding Third-Party Offerings: The Entity acts solely as a sophisticated intermediary, facilitator, or platform provider in relation to any third-party products, services, or content available on or through its Properties (hereinafter, "Third-Party Offerings"). All providers, vendors, merchants, or service entities responsible for such Third-Party Offerings are hereby expressly declared to be independent contractors, acting sui juris and entirely distinct from the Entity. They are neither agents, employees, partners, nor joint venturers of the Entity. THEREFORE, IPSO FACTO, THE ENTITY ABSOLUTELY AND UNEQUIVOCALLY DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER FOR THE ACTS, OMISSIONS, ERRORS, REPRESENTATIONS, WARRANTIES (EXPRESS OR IMPLIED), COVENANTS, BREACHES, NEGLIGENCE (GROSS OR OTHERWISE), MISCONDUCT, OR ANY FORM OF FAULT OR DELICT OF ANY SUCH THIRD-PARTY PROVIDERS. This comprehensive disclaimer extends, inter alia, to any personal injury, death, property damage, economic loss, business interruption, delay, loss of data, loss of goodwill, or any other direct, indirect, special, incidental, consequential, punitive, or exemplary damages, expenses, or losses, howsoever arising, whether in contract, tort (including negligence, misrepresentation, or strict liability), statutory duty, or any other legal or equitable theory, resulting, directly or indirectly, from or in connection with the Third-Party Offerings or their use, procurement, or performance. No representation made by a third-party provider shall be construed as a representation or warranty by the Entity. Users engage with Third-Party Offerings sublata causa tollitur effectus – at their sole risk, the cause (third-party engagement) removing the effect (Entity liability).
25.3 General Disclaimer of Warranties and Conditions: THE PROPERTIES AND ALL CONTENT, PRODUCTS, AND SERVICES PROVIDED THEREIN ARE OFFERED ON AN STRICT "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT RECOURSE OR WARRANTY OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTITY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: a. WARRANTIES OF TITLE OR NON-INFRINGEMENT; b. IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR SUITABILITY; c. WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, ADEQUACY, OR ERROR-FREE NATURE OF THE PROPERTIES OR ANY INFORMATION, DATA, OR CONTENT THEREIN; d. WARRANTIES THAT THE PROPERTIES WILL BE UNINTERRUPTED, SECURE, SAFE, VIRUS-FREE, OR OPERATE WITHOUT DEFECTS OR OMISSIONS; e. WARRANTIES THAT ANY DEFECTS WILL BE CORRECTED OR THAT THE PROPERTIES WILL MEET THE USER'S REQUIREMENTS OR EXPECTATIONS. THE ENTITY MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY THAT THE USE OF THE PROPERTIES WILL BE FREE FROM RISK OR THAT THE INTENDED OUTCOME WILL BE ACHIEVED. USERS PROCEED IN TOTO ON THE PRINCIPLE OF CAVEAT EMPTOR.
25.4 Comprehensive Limitation of Liability of the Entity: NOTWITHSTANDING ANY OTHER PROVISION CONTAINED HEREIN OR UNDER ANY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE ENTITY TO ANY USER, FOR ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR CAUSES OF ACTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, MISREPRESENTATION, OR STRICT LIABILITY), STATUTORY DUTY, EQUITY, OR OTHERWISE, AND REGARDLESS OF THE FORM OR NATURE OF THE CLAIM, SHALL BE STRICTLY LIMITED TO THE LESSER OF: a. THE DIRECT AMOUNTS ACTUALLY PAID BY THE USER TO THE ENTITY, IF ANY, FOR THE SPECIFIC SERVICE, PRODUCT, OR ACTIVITY GIVING RISE TO THE CLAIM, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE; OR b. FIFTY CANADIAN DOLLARS (CAD $50.00). THIS LIMITATION APPLIES EVEN IF THE ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION, THE LAWS OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN, AND INTERNATIONAL TREATIES AND CONVENTIONS.
25.5 Exclusion of Indirect, Consequential, and Other Damages: TO THE ABSOLUTE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ENTITY, OR ANY OF ITS AFFILIATED ENTITIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, AGGRAVATED, OR LIQUIDATED DAMAGES, NOR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, USE, OR REPUTATIONAL HARM, HOWSOEVER CAUSED, WHETHER ARISING OUT OF OR IN CONNECTION WITH: a. THE USE OR INABILITY TO USE THE PROPERTIES; b. THE PROVISION OF OR FAILURE TO PROVIDE SERVICES AND/OR FUNCTIONALITY OF THE PROPERTIES; c. ANY CONTENT, PRODUCTS, OR SERVICES OBTAINED OR PURCHASED THROUGH THE PROPERTIES (INCLUDING THIRD-PARTY OFFERINGS); d. ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; e. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PROPERTIES; f. ANY OTHER MATTER RELATING TO THE PROPERTIES. THIS EXCLUSION OF DAMAGES APPLIES IRRESPECTIVE OF WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, OR STRICT LIABILITY), STATUTORY DUTY, OR ANY OTHER LEGAL THEORY, EVEN IF THE ENTITY HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY FOR SPECIAL AND CONSEQUENTIAL DAMAGES SHALL BE EFFECTIVE TO THE FULLEST EXTENT PERMISSIBLE IN ALL JURISDICTIONS, INCLUDING THOSE THAT OTHERWISE PROHIBIT SUCH EXCLUSIONS.
25.6 Sole and Exclusive Remedy: SHOULD ANY USER BE DISSATISFIED WITH ANY PORTION OF THE PROPERTIES, ANY CONTENT OR FUNCTIONALITY THEREOF, OR WITH THESE TERMS OF USE, THE USER'S SOLE AND EXCLUSIVE REMEDY, SINE QUA NON, IS TO IMMEDIATELY CEASE ALL USE OF THE PROPERTIES AND TERMINATE THEIR ACCOUNT, IF APPLICABLE. NO FURTHER REMEDY, PECUNIARY OR OTHERWISE, SHALL BE AVAILABLE OR MAINTAINABLE.
25.7 Cybersecurity, Data Integrity, and Disclosure: The Entity implements commercially reasonable security measures. However, the inherent vulnerabilities of digital systems mean THE ENTITY CANNOT AND DOES NOT GUARANTEE ABSOLUTE SECURITY AGAINST ALL MALICIOUS ACTS. The Entity shall not be held responsible or liable for any damage, loss, injury, or compromise resulting from hacking, phishing, tampering, malware, unauthorized access, denial-of-service attacks, data breaches, or any other unauthorized use or manipulation of the Properties, User data, or User accounts, including information contained therein, unless directly and solely caused by the Entity's proven gross negligence or willful misconduct, and then only subject to the limitations articulated in Sections 25.4 and 25.5. Furthermore, the Entity reserves the absolute right, nondum matura, to access, preserve, and disclose any information (including User data) as it deems necessary to comply with any applicable law, regulation, legal process, governmental request, court order, or subpoena, or to enforce these Terms of Use, or to protect the rights, property, or safety of the Entity, its Users, or the public. By using the Properties, the User irrevocably waives and holds harmless the Entity and its associated parties from any claims, actions, damages, or liabilities whatsoever resulting from any such disclosure or action taken in compliance with legal obligations or protective measures.
25.8 Geographic Applicability and User Responsibility: The Entity makes no representation or warranty that the Properties are appropriate, legal, or available for use outside of the United States of America or Canada. ACCESSING THE PROPERTIES FROM TERRITORIES WHERE THEIR CONTENTS OR SERVICES ARE ILLEGAL IS STRICTLY PROHIBITED AND UNDERTAKEN SOLELY AT THE USER'S OWN RISK. Users accessing the Properties from any location outside the United States or Canada are exclusively and singularly responsible for strict compliance with all local laws, national laws, international treaties, and any other applicable legal frameworks, including export and import regulations, and the Entity disclaims all responsibility for such compliance. The Entity shall bear no liability for any non-compliance by the User with applicable laws in any jurisdiction outside of the United States or Canada.
25.9 Explicit Preservation of Non-Excludable Liabilities: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARTICLE 25, NOTHING IN THESE TERMS OF USE SHALL OPERATE TO EXCLUDE OR LIMIT LIABILITY FOR MATTERS WHICH, BY MANDATORY APPLICABLE LAW (INCLUDING, INTER ALIA, CERTAIN PROVISIONS OF CANADIAN PROVINCIAL CONSUMER PROTECTION LEGISLATION OR FEDERAL COMPETITION LAW), CANNOT BE LEGALLY EXCLUDED OR LIMITED, SUCH AS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE ENTITY'S GROSS NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION. In such limited and specific instances where a liability cannot be legally excluded, the Entity's liability shall be limited to the maximum extent permitted by such law.
25.10 Severability: If any provision of this Article 25 is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole. Instead, such provision shall be construed and interpreted in a manner that most closely approximates its original intent, or if impossible, shall be severed, and the remaining provisions shall continue in full force and effect, mutatis mutandis.
26. GOVERNING LAW, JURISDICTION, AND BINDING DISPUTE RESOLUTION: THE UNASSAILABLE COVENANT
This Section 26 constitutes a fundamental and non-severable covenant between you and VitaminCanuck.com, its affiliates, predecessors, successors, and assigns (collectively, "VitaminCanuck.com"). It meticulously defines the exclusive mechanisms for the interpretation, governance, and resolution of any and all disputes arising from or pertaining to your relationship with VitaminCanuck.com and your use of its digital properties or services (collectively, "Properties").
26.1. Exclusive Governing Law and Jurisprudence: These Terms of Use, and all matters arising out of or relating to them, including, but not limited to, contract, tort, statutory, equitable, and intellectual property claims, shall be exclusively governed by and meticulously construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein. For any matter not exhaustively addressed by said Canadian law, or to the extent such application is permissible under Canadian federalism and constitutional principles, the laws of the State of Delaware and the federal laws of the United States of America applicable therein shall apply as a secondary, yet equally binding, governing law.
26.1.1. Absolute Waiver of Conflict of Laws: The Parties – you and VitaminCanuck.com – hereby expressly, irrevocably, and unequivocally waive the application of any choice-of-law or conflict-of-laws principles or rules (whether of Ontario, Canada, Delaware, United States, or any other jurisdiction, lex fori notwithstanding) that might otherwise cause the application of the laws of any jurisdiction other than those expressly designated herein. This waiver is intended to be absolute and without reservation, ensuring that the designated laws shall exclusively control, thereby preempting any contra proferentem argument predicated on ambiguity of governing law.
26.1.2. International Law and Treaty Precedence: While acknowledging the existence and potential applicability of principles of international law, including international comity and bilateral or multilateral treaties, the Parties covenant that, to the maximum extent permissible by such international instruments and applicable domestic law, the designated domestic laws of Canada and the United States shall govern. For the avoidance of doubt and to preclude any unintended application, the United Nations Convention on Contracts for the International Sale of Goods (CISG), 1980, is hereby expressly and entirely excluded from application to these Terms of Use and all transactions contemplated hereunder.
26.2. Mandatory Binding Arbitration: The Unlitigated Path: Any and all disputes, controversies, claims, or disagreements whatsoever arising out of or in connection with these Terms of Use, their negotiation, validity, enforceability, interpretation, breach, termination, or performance, or your use of VitaminCanuck.com's Properties (hereinafter "Disputes"), shall be exclusively and finally resolved by binding arbitration, subject only to the narrowly defined exceptions articulated in Section 26.4.
26.2.1. Arbitration Administration and Rules: Such arbitration shall be administered by, and conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of JAMS (Judicial Arbitration and Mediation Services), or, if JAMS is unavailable or declined by mutual written agreement, the ADR Institute of Canada (ADRIC) Commercial Arbitration Rules. The applicable JAMS or ADRIC rules, including any supplementary procedures for consumer-related disputes, are hereby expressly incorporated by reference into these Terms.
26.2.2. Arbitration Venue, Language, and Arbitrator Qualification: The exclusive juridical locus of arbitration shall be Toronto, Ontario, Canada, irrespective of the domicile, residency, or principal place of business of any party. The language of all arbitral proceedings, including all submissions and awards, shall be English. The arbitration shall be conducted before a single, neutral arbitrator, who shall be a retired judge or a licensed attorney with at least twenty (20) years of substantial experience in commercial law, with a demonstrable understanding of e-commerce, digital platforms, and intellectual property matters.
26.2.3. Powers of the Arbitrator and Award Finality: The arbitrator shall possess the plenary authority to grant any remedy or relief that a court of competent jurisdiction within the designated governing jurisdictions could grant, including, without limitation, temporary and permanent injunctive relief, specific performance, and the awarding of attorneys' fees and costs to the prevailing party. The arbitral award shall be final, binding, and non-appealable save for those grounds specifically permitted by the Federal Arbitration Act (FAA) or analogous Canadian federal arbitration legislation. Judgment on the award may be entered and enforced in any court of competent jurisdiction. The arbitrator's decision shall be based on the plain meaning and intent of these Terms and applicable law; the arbitrator shall not have the power to award damages inconsistent with the limitations set forth in these Terms.
26.3. Unconditional Waiver of Court Litigation and Jury Trial: By agreeing to this mandatory binding arbitration provision, the Parties explicitly, knowingly, and voluntarily waive their fundamental, constitutional, and statutory right to litigate any Disputes in a court of law, including any absolute right to a trial by jury, save for the specific, narrowly defined exceptions delineated in Section 26.4. This waiver is comprehensive, considered, and constitutes a material inducement for VitaminCanuck.com to offer its Properties. Should a claim, ipso facto or otherwise, proceed in a court of law rather than through arbitration, the Parties hereby mutually and unconditionally waive any and all rights to a jury trial.
26.4. Class Action and Representative Action Waiver: The Impenetrable Shield: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY EXPRESSLY AND UNEQUIVOCALLY AGREE THAT ANY ARBITRATION PROCEEDING, SMALL CLAIMS ACTION, OR ANY OTHER JUDICIAL OR EXTRAJUDICIAL PROCEEDING SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND EXPRESSLY WAIVE ANY AND ALL RIGHTS TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST VITAMINCANUCK.COM OR ITS AFFILIATES (COLLECTIVELY, "CLASS ACTION WAIVER"). THIS CLASS ACTION WAIVER IS A FUNDAMENTAL, MATERIAL, AND ESSENTIAL ELEMENT OF THIS ARBITRATION AGREEMENT AND IS NOT SEVERABLE FROM THE ARBITRATION PROVISION ITSELF. IF THIS CLASS ACTION WAIVER IS FOUND BY ANY COURT OF COMPETENT JURISDICTION OR ARBITRATOR TO BE UNENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON, THEN THIS ENTIRE DISPUTE RESOLUTION SECTION (SECTION 26), INCLUDING THE AGREEMENT TO ARBITRATE, SHALL BE DEEMED NULL AND VOID AB INITIO AND OF NO FORCE OR EFFECT, AND THE DISPUTES SHALL BE EXCLUSIVELY AND IMMEDIATELY RESOLVED IN A COURT OF COMPETENT JURISDICTION AS PROVIDED ELSEWHERE IN THESE TERMS, SUBJECT TO THE MUTUAL WAIVER OF JURY TRIAL THEREIN.
26.5. Limited Exceptions to Arbitration Mandate: Notwithstanding the foregoing imperative for binding arbitration, the Parties agree to two narrowly circumscribed exceptions:
26.5.1. Intellectual Property Infringement Actions: Either party may seek injunctive, equitable, or other provisional relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of their intellectual property rights (including, but not limited to, patents, copyrights, trademarks, trade dress, and trade secrets). The Parties hereby consent to the exclusive jurisdiction and venue of the federal and provincial courts located in Toronto, Ontario, Canada, and the federal and state courts located in Wilmington, Delaware, USA, for any such actions. Such actions shall not be subject to arbitration under these Terms, nor shall an action in court seeking such relief waive the right to arbitrate any other Dispute.
26.5.2. Small Claims Court Matters: Either party may elect to pursue individual claims in small claims court, provided such claims fall entirely within the monetary limits and jurisdictional requirements of such court and are brought on an individual basis only, without any attempt to aggregate claims or proceed on a representative basis.
26.6. Contractual Statute of Limitations: Time is of the Essence: Any cause of action, claim, or dispute arising out of or related to these Terms of Use or your use of VitaminCanuck.com's Properties, regardless of the legal theory or form of action (e.g., contract, tort, statutory, equitable), must be commenced within one (1) calendar year after the claim or cause of action accrues or becomes known, whichever is earlier. This contractual limitation period is expressly and materially agreed upon by the Parties as essential to the terms of service. If, and only if, this one-year period is found by a final, non-appealable judgment of a court of competent jurisdiction to be unenforceable or prohibited by applicable mandatory law for a specific type of claim or in a specific jurisdiction, then the shortest period permitted by such applicable law shall apply to that specific claim. This provision shall be severable from the remainder of this Section, ensuring the enforceability of all other clauses.
26.7. Severability (Excluding Class Action Waiver Severability): Except for the specific condition regarding the Class Action Waiver outlined in Section 26.4, if any provision or portion of this Section 26 is held by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be struck and the remaining provisions will remain in full force and effect to the maximum extent permitted by law. The Parties covenant to negotiate in good faith to reform any such invalid or unenforceable provision to render it valid and enforceable to the maximum extent permitted by law, consistent with the original intent. The unenforceability of the Class Action Waiver as described in Section 26.4 shall, however, trigger the specific remedial action stipulated therein, and not this general severability clause.
26.8. Res Judicata and Stare Decisis Application: Arbitral awards shall have res judicata effect between the Parties to the specific arbitration, but shall explicitly not have stare decisis or precedential effect on any other arbitration or legal proceedings involving other parties, unless specifically agreed upon in writing by all such parties.
26.9. Enforcement of Arbitration Awards: Both Parties hereby consent to the exclusive jurisdiction and venue of the federal and provincial courts located in Toronto, Ontario, Canada, and the federal and state courts located in Wilmington, Delaware, USA, for the purposes of confirming, enforcing, vacating, or modifying any arbitration award rendered pursuant to these Terms.
27) MANDATORY, EXCLUSIVE, AND BINDING ARBITRATION; CLASS, COLLECTIVE, AND REPRESENTATIVE ACTION WAIVER
By accessing, visiting, utilizing, subscribing to, or purchasing any products or services from VitaminCanuck.com, including its associated Properties (hereinafter collectively, the "Properties"), you (hereinafter "User" or "you") and VitaminCanuck.com (hereinafter "Company" or "we," "us," "our") hereby irrevocably and unequivocally agree that any and all disputes, claims, controversies, or disagreements whatsoever, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether arising before the effective date of these Terms of Service (hereinafter "Terms"), after the termination of these Terms, or otherwise, between you and us, concerning the Properties, these Terms, the Privacy Policy, or any products or services transacted through or derived from the Properties (collectively, "Disputes"), shall be resolved exclusively and finally through binding individual arbitration, and not through resort to any court of law, save for specific, expressly enumerated exceptions contained herein. This agreement to arbitrate is a material inducement for the Company to offer its Properties and services to you.
27.1 Pre-Arbitration Dispute Resolution Process: Mandatory Informal Negotiation
Prior to initiating any formal arbitration proceeding, the parties shall strictly adhere to a mandatory pre-arbitration dispute resolution process.
27.2 Exclusive Forum for Dispute Resolution: Binding Arbitration
If the Dispute remains unresolved after the mandatory informal negotiation period, and save for the express exceptions detailed in Section 27.5, the parties unequivocally agree that the Dispute shall be submitted to and resolved exclusively by binding arbitration. This agreement to arbitrate constitutes a waiver of your right to litigate Disputes in a court of law, to have a judge or jury decide your case, and to participate in any purported class, collective, consolidated, or representative action.
27.3 Arbitration Seat, Venue, and Proceedings
27.4 Costs of Arbitration
The payment of all filing, administration, and arbitrator fees will be governed by the chosen institution's rules. For claims totaling less than CAD$15,000 (or equivalent in USD), the Company will reimburse these fees unless the arbitrator expressly determines the claims to be frivolous or brought for an improper purpose. Furthermore, we shall not seek recovery of our attorneys' fees and costs in arbitration unless the arbitrator determines, with specific findings of fact, that your claims were frivolous, vexatious, or brought in bad faith.
27.5 Class Action, Collective Action, and Representative Action Waiver
CRITICAL IMPERATIVE: BY AGREEING TO THESE TERMS AND THIS ARBITRATION CLAUSE, YOU ARE IRREVOCABLY WAIVING YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING, DIRECTLY OR INDIRECTLY, INCLUDING AS A PLAINTIFF OR CLASS MEMBER, IN ANY FORUM WHATSOEVER, INCLUDING IN ARBITRATION.
27.6 Exceptions to Arbitration: Limited Judicial Recourse
The following are the only narrowly construed exceptions to the mandatory binding arbitration provision:
27.7 Survival of Agreement to Arbitrate
This Section 27, "Mandatory, Exclusive, and Binding Arbitration; Class Action Waiver," shall survive the termination or expiration of these Terms, your cessation of use of the Properties, or any other severing of the relationship between you and VitaminCanuck.com, ad infinitum.
28) Non-Waiver, Cumulative Remedies, and Judicial Severability Clause
1. Non-Waiver of Rights and Remedies: No delay or omission by VitaminCanuck.com in exercising any right, power, privilege, or remedy granted hereunder or under any applicable law (whether common law, equity, or statute, domestic or international), shall operate as a waiver of such right, power, privilege, or remedy, nor shall any single or partial exercise thereof preclude any other or further exercise of the same, or the exercise of any other right, power, privilege, or remedy. Any waiver by VitaminCanuck.com of any term, condition, or breach of these Terms shall be effective only if expressly set forth in a written instrument executed by a duly authorized officer or representative of VitaminCanuck.com, and shall not be construed as a waiver of any subsequent breach or default of the same or any other term or condition, nor shall it be deemed a continuing waiver of such term or condition. All rights and remedies provided herein and by law are cumulative and not exclusive of any other rights or remedies available to VitaminCanuck.com. For absolute clarity, the deliberate or inadvertent failure to assert a right or provision at any given juncture shall not be construed as acquiescence to its non-enforcement or as an abrogation of VitaminCanuck.com's ability to assert such right or provision in perpetuity.
2. Severability and Judicial Modification: Should any provision of these Terms, or its application to any person or circumstance, be determined by a court of competent jurisdiction, arbitral tribunal, or other adjudicatory body (whether within Canada, internationally, or otherwise) to be invalid, illegal, or unenforceable in any respect, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, nor the application of the provision in question to other persons or circumstances not subject to such determination. In such an event, VitaminCanuck.com and the User hereby agree and instruct the adjudicating authority to: (a) first, modify the offending provision to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the maximum extent permissible, the original commercial intent, economic effect, and fundamental purpose of VitaminCanuck.com; and (b) if such modification is not legally permissible or adequately curative, then delete the invalid, illegal, or unenforceable provision entirely, and substitute therefor a new, valid, legal, and enforceable provision that most closely approximates the original intent and economic effect of the superseded provision. The remaining provisions of these Terms shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been contained herein, or had been modified or substituted as provided above. The overarching principle is the preservation of the integrity and enforceability of these Terms, to the furthest extent permitted by law, through blue-penciling or judicial reformation where appropriate, ensuring that no technical infirmity compromises the foundational agreement.
29. ASSIGNMENT AND DELEGATION
(a) Prohibition on Recipient's Transfer. The Counterparty (hereinafter "You" or "Your"), as the recipient of rights, licenses, interests, privileges, or obligations hereunder, including but not limited to those explicitly conferred by these Terms, shall not, directly or indirectly, by operation of law or otherwise, voluntarily or involuntarily, assign, delegate, sublicense, encumber, pledge, hypothecate, transfer, or otherwise dispose of any of Your rights, interests, or privileges, nor delegate any of Your obligations under these Terms without the express, unconditional, and prior written consent of The Axiom (hereinafter "We," "Us," or "Our"), which consent may be withheld in Our sole and absolute discretion. Any purported assignment, delegation, sublicense, encumbrance, pledge, hypothecation, transfer, or other disposition in violation of this Section 29(a) shall be absolutely void ab initio, possessing no legal force or effect whatsoever, shall not create any rights or interests in favour of any third party (whether purporting to be an assignee, delegate, or otherwise), and shall, without prejudice to any other rights or remedies available to Us, constitute an immediate and incurable material breach of these Terms, entitling Us to pursue all available remedies at law, in equity, or under these Terms, including, but not limited to, immediate termination without liability and recovery of all damages and costs incurred. For absolute clarity, the invalidity of such an attempt shall be self-executing and require no further action by Us.
(b) Our Unrestricted Right to Assign. We reserve, and You hereby irrevocably acknowledge and expressly agree to, Our absolute, unfettered right to assign, delegate, sublicense, encumber, pledge, hypothecate, transfer, or otherwise dispose of any and all of Our rights, interests, privileges, and obligations under these Terms, in whole or in part, to any third party or affiliate, at Our sole and absolute discretion, without any requirement for Your consent, consultation, or prior notice. Upon any such assignment and Our subsequent written notice to You (which notice may be provided concurrently with or promptly following the effective date of such assignment), We shall be, to the fullest extent permitted by applicable law, completely and irrevocably released and discharged from all assigned obligations and liabilities arising from and after the effective date of such assignment. You covenant and agree to cooperate fully and promptly with Us in executing any documents or performing any acts reasonably necessary to effectuate any such assignment or delegation.
(c) Successors and Permitted Assigns. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. However, for the avoidance of doubt, nothing in this Section 29(c) shall be construed to permit any assignment, delegation, or other transfer by You that is otherwise expressly prohibited under Section 29(a).
30.01 Evidentiary Admissibility of Records. Both (a) physically printed counterparts of this Agreement, including any amendments, annexes, schedules, and exhibits, and (b) all Electronic Communications (as hereinafter defined) related to or arising from this Agreement, shall be deemed prima facie admissible as evidence in any and all legal, administrative, arbitral, or quasi-judicial proceedings, forums, or adjudicative processes (collectively, "Proceedings") pertaining to the subject matter of this Agreement. Each Party hereby expressly and irrevocably waives any and all rights to object to the admissibility of such records solely on the basis that they are electronic, not original, or constitute hearsay, to the maximum extent permitted by applicable law.
30.02 Functional Equivalency and Evidentiary Weight. For the avoidance of doubt, and notwithstanding any contrary common law rules or statutory provisions, all Electronic Communications shall possess the same legal force, validity, and effect as a physically printed, ink-signed original document. The Parties explicitly agree that Electronic Communications represent an accurate and reliable record of the information contained therein and shall be accorded equivalent evidentiary weight, and shall be subject to the same conditions for authentication and integrity verification, as traditionally executed and maintained business records under the provisions of the Canada Evidence Act (R.S.C., 1985, c. C-5), provincial Evidence Acts (e.g., Ontario Evidence Act, R.S.O. 1990, c. E.23), and relevant Electronic Commerce Acts (e.g., Uniform Electronic Commerce Act adopted across Canadian jurisdictions, Electronic Transactions Act in relevant international jurisdictions, and the principles enshrined in the UNCITRAL Model Law on Electronic Commerce [1996] and the Convention on the Use of Electronic Communications in International Contracts [2005]). The Parties covenant that they shall not dispute the authenticity or integrity of any Electronic Communication received from the other Party, except upon clear and convincing evidence of tampering or error, and further covenant to cooperate in establishing the factual reliability of such records.
30.03 Definition of Electronic Communications. For the purposes of this Article, "Electronic Communications" includes, but is not limited to, all data messages, digital records, electronic signatures, emails, instant messages, digital files, authenticated electronic notices, database entries, and any other information created, sent, received, or stored by electronic, optical, or similar means, irrespective of the medium or format.
30.04 Controlling Language. This Agreement and all associated documents, notices, and communications shall be exclusively composed, interpreted, and enforceable in the English language. In the event of any translation of this Agreement or any related document into another language, the English version shall exclusively govern and control, and shall be the sole definitive and authoritative text for all purposes of interpretation, construction, and enforcement across all jurisdictions. Each Party hereby expressly waives any right to challenge the validity, interpretation, or enforceability of this Agreement based on a non-English translation.
This Article 31 constitutes a fundamental, non-derogable, and unequivocally binding condition precedent to the formation and continuation of any contractual nexus between the User (hereinafter, the "Axiom Adherent") and VitaminCanuck.com (hereinafter, the "Axiom Originator"). By the very act of accessing, utilizing, or otherwise interacting with any and all of the Axiom Originator's digital platforms, services, products, content, intellectual property, or any associated offerings (collectively, the "Properties," as such term is exhaustively and unequivocally defined in Section [X.Y] of these Comprehensive Terms of Service), the Axiom Adherent hereby irrevocably, unconditionally, and prospectively acknowledges, assents to, and covenants to comply with the following unassailable legal principles:
31.1. Absolute Integration, Supersession, and Merger of the Agreement. These Comprehensive Terms of Service, encompassing all expressly referenced and incorporated schedules, appendices, exhibits, annexes, and other ancillary documentation (collectively, the "Agreement"), represent the sole, exclusive, final, and unassailable expression of the agreement between the Axiom Adherent and the Axiom Originator concerning the Properties and the entirety of their subject matter. This Agreement shall, with immediate and retrospective effect, completely supersede, merge, and irrevocably discharge all prior and contemporaneous oral, written, express, or implied understandings, negotiations, discussions, communications, representations (whether promissory or factual), warranties (whether contractual, statutory, or common law), covenants, promises, inducements, and agreements of any nature whatsoever, irrespective of jurisdiction or legal theory, that may have existed or been alleged to exist between the parties with respect to the Properties. The parties expressly and axiomatically stipulate that the common law Parol Evidence Rule, and its functional equivalents in any governing jurisdiction, shall apply with maximum permissible force and effect to this Agreement, thereby unequivocally precluding the introduction of any extrinsic evidence, whether documentary, testimonial, or otherwise, to contradict, vary, supplement, interpret, or add to the express and unambiguous terms set forth herein.
31.2. Exhaustive Exclusion of Reliance and Extra-Contractual Representations. The Axiom Adherent explicitly acknowledges, affirms, and irrevocably warrants that, in electing to enter into or continue this Agreement, it has not relied upon, nor has it been induced by, any statement, representation, warranty, covenant, promise, or inducement, whether made orally or in writing, express or implied, by the Axiom Originator or its affiliates, subsidiaries, directors, officers, employees, agents, or representatives, save and except for those expressly, unequivocally, and unambiguously set forth within the four corners of this Agreement. The Axiom Adherent further covenants that no such omitted statement, representation, or promise forms, or shall be deemed to form, any part of the consideration for, or basis of, the Axiom Adherent's assent to this Agreement. The Axiom Adherent’s decision to engage with the Properties and enter into this Agreement is based solely upon its own independent assessment, due diligence, and evaluation of the Properties and the explicit terms contained herein. Any prior course of dealing or performance, trade usage, industry custom, or any other extrinsic factor, shall be wholly inadmissible and ineffective to contradict, supplement, qualify, or otherwise modify the express terms of this Agreement.
31.3. Sole Basis of Contractual Obligation and No Extra-Contractual Claims. The Axiom Adherent comprehends and unequivocally agrees that this Agreement constitutes the sole, exclusive, and unalterable foundation for all contractual rights, duties, obligations, and liabilities between the Axiom Adherent and the Axiom Originator regarding the Properties. No party shall possess any claim, demand, action, or remedy, whether sounding in contract, tort (including, but not limited to, misrepresentation, negligent misstatement, or deceit), equity, statutory claim, or any other legal or equitable theory, for any statement, representation, warranty, or promise not expressly and unequivocally contained within this Agreement. This provision is intended to be an absolute, permanent, and insuperable bar to any and all claims predicated upon pre-contractual representations, negligent misstatements, or any similar extra-contractual causes of action, thereby ensuring the sanctity and finality of this integrated contractual instrument.
31.4. Rigorous Protocols for Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement, or any right, power, or remedy hereunder, shall be effective or binding upon the parties unless such exigency is memorialized exclusively in writing (not electronic communication lacking specific authorization) and duly executed by authorized, signatory representatives of both the Axiom Adherent and the Axiom Originator. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and explicitly signed by the party granting such waiver, with specific reference to the provision being waived. A course of conduct or delay in exercising any right or remedy shall not operate as a waiver.
31.5. Prophylactic Severability within this Axiom. Should any provision or portion of this Article 31 be, at any future time, deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable under any applicable Canadian, international, or other relevant law, such finding shall be narrowly construed and shall not, under any circumstances, affect the validity, legality, or enforceability of the remaining provisions or portions of this Article, which shall continue in full force and effect to the fullest extent permitted by law. The parties hereby covenant and agree to negotiate in utmost good faith to replace any such invalidated or unenforceable provision with a valid and enforceable provision that most closely approximates the original intent, commercial purpose, and economic effect of the invalid or unenforceable provision, thereby preserving the fundamental objective of this Article 31.
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