Terms & Conditions: EarthShoes.ca

The following rules and regulations apply to all visitors to or users of the Earth Shoes Canada Web Site (the "Web Site"), the home page of which is at www.earthshoes.ca. Please carefully read and review the following terms and conditions (collectively, the "Terms"), as they govern your use of this and any of our other web sites. By accessing our Web Site, you agree to abide by these Terms. If at any time you do not agree to these Terms, please do not enter or use our Web Site. For purposes of these terms and conditions "Earth" means Earth Shoes Canada, and its subsidiaries and affiliates.

BY USING THIS SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

General Use And Changes To Our Web Site

These Terms constitute the entire agreement and understanding between you and Earth Shoes, Inc., and they supersede any and all prior communications and agreements relative to your relationship with Earth Shoes, Inc. ("Earth" or "we"). We are providing you access to our Web Site conditioned upon your complying with these Terms. If you violate these Terms, we reserve the right to seek any and all available legal remedies available to us. We may terminate your access to our Web Site at any time for any reason and without prior notice to you.

These Terms may be revised periodically. You are responsible to stay up to date on any changes, as your continued use of our Web Site following our posting any revisions to these Terms constitutes your agreement to be bound by the revised Terms. We reserve the right, at any time and in our sole discretion, to revise these Terms as we deem necessary. Any and all changes will take effect once posted.

These Terms constitute the entire agreement and understanding between you and Earth, and they supersede any and all prior communications and agreements relative to your relationship with Earth. Earth provides you with access to our Sites subject to your compliance with these Terms. In the event such Terms are violated, Earth reserves the right to seek any and all available remedies afforded to us by the law. We may terminate your access to our Sites at any time, for any reason or no reason, and without prior notice to you.

Intellectual Property Rights

Earth Web Site and all of its materials, including, but not limited to, its software or HTML code, scripts, text, artwork, photographs, images, video, and audio (collectively, "Materials" ) are protected by copyright laws and other U.S. and international laws and treaties. All Materials are provided by Earth as a service to its current and prospective customers and may be used only for personal informational and product ordering purposes and non-commercial use. You may not remove or tamper with any copyright and other proprietary notices contained on the Materials. No right, title or interest in our Materials is conveyed to you. Any commercial or derivative use of our Web Site is strictly prohibited, and this includes, without limitation, the distribution, modification, publication, sale or public display of any content obtained from our Web Site. We reserve the right to protect our intellectual property and site contents to the maximum extent afforded to us by the law. This use is subject to the additional following restrictions: (a) you may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit this site or any of our Materials without our prior written permission; (b) you may not access or use the Earth Web Site for any competitive or commercial purpose; and (c) you will not permit any copying of our Materials. All rights not expressly granted are reserved by Earth.

Trademarks

Earth and its affiliated companies retain all rights regarding their trademarks, trade names, brand names and trade dress. These marks, names or trade dress, and all associated logos or images, are registered and/or common law trademarks of Earth or its affiliates or licensors and are protected by U.S. and international laws and treaties. No license to the use of such marks, names or trade dress is granted to you under these terms and conditions or by your use of the Earth Web Site. Your misuse of the trademarks displayed on the Earth Web Site is strictly prohibited. You are also advised that Earth will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of civil remedies and criminal prosecution.

Linking

Periodically, links may be established from this Web Site to one or more external web sites or resources operated by third parties (the "Third Party Sites"). These links are provided for your convenience only. In addition, certain Third Party Sites also may provide links to the Earth Web Site. None of such links should be deemed to imply that Earth endorses the Third Party Sites or any content therein. Earth does not control and is not responsible or liable for any Third Party Sites or any content, advertising, products, or other materials on or available from such Third Party Sites. Access to any Third Party Sites is at your own risk and Earth will have no liability arising out of or related to such web sites and/or their content or for any damages or loss caused or alleged to be caused by or in connection with any purchase, use of or reliance on any such content, goods, or services available on or through any such Third Party Site.

Special Notice Regarding Linking to the Earth Web Site

Earth has a no-tolerance policy regarding the use of our trademarks or names in metatags and/or hidden text. Specifically, the use of our trademarks or names in metatag keywords is trademark infringement, and the use of trademarks or names in page text, metatags, and/or hidden text for purposes of gaining higher rankings from search engines is unfair competition. Linking to any Earth web page is prohibited absent express written permission from Earth. Framing, inline linking or other association of the Earth Web site or its Materials with links, advertisements and/or other information not originating from the Earth web site is expressly prohibited.

Disclaimer of Warranty

Access to Earth Web Site is provided to our customers and prospective customers "AS IS" and "AS AVAILABLE" and without warranty of any kind, whether express or implied, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimer may not apply to you. Earth reserves the right to block or deny access to the Web Site to anyone at any time for any reason.

Your Communications

Earth shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to the Web Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. Any personally identifiable information you provide to Earth through the Web Site shall be subject to the Web Site's privacy policy.

Limitation of Liability

EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL Earth BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR USE OF THIS SITE OR ANY OTHER HYPERLINKED WEB SITES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT, BUSINESS INTERRUPTIONS, LOSS OF DATA OR DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF Earth IS EXPRESSLY ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitations on liability may not apply to you.

User Generated Content

Access to Earth Web Site is provided to our customers and prospective customers "AS IS" and "AS AVAILABLE" and without warranty of any kind, whether express or implied, INCLUDING BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimer may not apply to you. Earth reserves the right to block or deny access to the Web Site to anyone at any time for any reason.

Disclaimer of Warranty

You are solely responsible for any comments, feedback, reviews, videos, images, photographs, information, suggestions, ideas, concepts, techniques, data, and other communications which you submit to our Web Site ("User Generated Content" or "Content"), and for any consequences that result from such submissions. Earth disclaims any and all liability in connection with User Generated Content.

All User Generated Content submitted to our Web Site shall be deemed non-proprietary and non-confidential. Earth shall be free to use, reproduce, modify, publish, incorporate, exploit, develop and distribute such Content and any ideas contained therein, without restriction or cost and through any medium now known or later developed. Earth does not solicit or accept any ideas, proposals, concepts, materials, or suggestions for future products, services, marketing campaigns, or for anything else related to our company ("Business Ideas"). Business Ideas that you submit are considered User Generated Content, and thus they may be freely utilized or otherwise exploited by Earth without restriction and without compensating you in any way. You are solely responsible for ensuring that the Content you submit complies with all laws and regulations, including without limitation those related to the intellectual property and privacy rights of third parties.

Earth reserves the right to deny, remove, edit, or modify any User Generated Content at any time for any reason. Earth may monitor and review the Content submitted to our Web Site, but we are under no obligation to do so. You understand that by accessing our Web Site you may be exposed to User Generated Content that is offensive, inaccurate, misleading or otherwise distasteful. Such Content is the sole responsibility of the third party from whom it was submitted and under no circumstance shall Earth be liable for any User Generated Content or for any damages resulting from such Content. Earth does not endorse any User Generated Content, or any thoughts, opinions, materials or other information contained therein.

Accuracy of Content; Limitations on Quantity

The information we provide through the Web Site is believed to be complete and reliable; however, the information may contain typographical errors, pricing errors, and other errors or inaccuracies. We will use reasonable efforts to correct errors as soon as practicable. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law). We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted and/or acknowledged). The offer of any products or services at a particular time does not guarantee that the products or services will be available. To the fullest extent permitted by law, if a product or service offered and sold by us is not as described, your sole remedy is to return it subject to the terms set forth herein.

Prohibited Conduct

By accessing the Earthshoes Canada website, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Earthshoes Canada website. You also agree not to interfere with the servers or networks connected to the Earthshoes Canada website or to violate any of the procedures, policies or regulations of networks connected to the Earthshoes Canada website, the terms of which are incorporated herein. You also agree not to impersonate any other person while using the Earthshoes Canada website, conduct yourself in a vulgar or offensive manner while using our service, or use the Earthshoes Canada website for any unlawful purpose.

Privacy

All personal information submitted through our Sites will be governed in accordance with the terms of our Privacy Policy.

Indemnification

You agree to indemnify, defend, and hold harmless Earth, its directors, employees, agents, affiliates, licensors, manufacturers and suppliers from and against any and all claims, losses, liabilities, expenses, damages and costs, arising from or relating to your use of our Web Site, violation of these Terms, or violation of any third party rights. Earth reserves the right to take control of any litigation matters, at our own expense, which may have a material effect on our organization, regardless of whether the matter qualifies for an indemnity. In the event Earth takes control of such litigation, you agree to provide reasonable efforts to cooperate and participate as needed in the defense of such matters.

All disputes or other actions arising from these Terms shall be adjudicated entirely in the state and/or federal courts of the Commonwealth of Massachusetts.

Severability

The provisions of these Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision of these Terms is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent and in the manner necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by us, or alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from the Terms without affecting the validity, legality or enforceability of any of the remaining provisions.

Assignment

These Terms are not intended to grant any right or benefit to any third party, nor are they intended to extend any obligations or liabilities to any third party. Under no circumstances may you assign your rights, obligations, or liabilities under these Terms to any third parties without the express written consent of Earth.

Resolving Disputes

In the unlikely event that a problem occurs with respect to your use of this Web Site and these Terms, Earth wishes to address your concerns. In the event of a dispute, we ask that you work with us to resolve the dispute informally by contacting our Customer Service Department.

Revisions

Earth may terminate, change, suspend or discontinue any aspect of this Web Site, including the availability of any features of the site, at any time and without notice. Earth also reserves the right, at its sole discretion, to change, modify, add or remove any portion of these terms in whole or in part, at any time and without notice. Earth may terminate the authorization, rights and license given above at any time and without notice. Your continued use of this Web Site after any changes to these terms are posted will be considered acceptance of those changes.

Miscellaneous

This Site is operated by the Indeka Group from its offices at 2120 Bristol Circle, Oakville, Ontario, L6H 5R3, CANADA. This Agreement shall be governed by, construed and enforced in accordance with the Canadian laws, without giving effect to any conflict of law provisions. Any dispute arising under this Agreement shall be resolved exclusively by an appropriate federal or provincial court.

The waiver of any provision of this Agreement shall not be considered a waiver of any other provision or of Earthshoes Canadas' right to later require strict observance of each of the terms herein. If any provision of this Agreement is found to be unenforceable or invalid for any reason, that provision shall be severable and all other provisions shall remain in full force and effect.

Cancellation

You may cancel your registration to Earthshoes Canada at anytime, and cancellation will be effective immediately. To cancel, log in to your account and click on the "Delete Profile" link.

Prices

Your total order price will include the price of the product on the day of ordering plus any applicable sales taxes and shipping charges. Earthshoes Canada reserves the right to change prices for products displayed on the Earthshoes Canada website at any time and particularly to correct pricing errors that appear. All funds are in Canadian dollars.

Product Availability

Although Earthshoes Canada makes every effort to ship your order within two business days of receiving your order, shipping dates may vary based on product supply. If the estimated shipping date changes, Earthshoes Canada will contact you via phone or email and provide a revised shipping date.

Earthshoes Canada makes every effort to supply you with the products you order; however, there may be occasions when Earthshoes Canada confirms orders but learns that it cannot supply the ordered products either at all or in the quantities ordered. In this circumstance, Earthshoes Canada will contact you to inform you and, if you are interested, Earthshoes Canada may suggest alternative products that might meet your needs. If you do not wish to order alternative products, Earthshoes Canada will cancel the order for products that it cannot supply and for any other products that you no longer wish to order as a result, and will refund your purchase price for those products.

Contact Us

If you have questions, comments, or concerns regarding our Terms of Use, please contact us at: