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Last Updated: November 10, 2016
The products and online services offered by NewAge Products Inc. ("NewAge", "we" or "us", which includes NewAge’s directors, officers, employees, consultants, affiliates and assignees) include those offered through the "NewAge Websites" (which term includes www.newageproducts.com, www.shopnewage.com and any and all NewAge branded URLs which may be used by us from time to time and all components thereof) or any of them and all products and services offered now or in the future by NewAge on or through the NewAge Websites or any of them and/or third party provider) (collectively, the "Services", which term also includes access to and use of the NewAge Websites generally).
By accessing and/or using the Services, you agree to be bound by the terms and conditions contained in this Agreement, whether you are a "Visitor" (meaning that you simply browse the NewAge Websites, including through a mobile device, or otherwise use any of the Services for which a Client Account is not required) or you are a "Client" (meaning that you have an account with NewAge, referred to herein as a "Client Account"). The term "User" refers to Visitors and Clients collectively.
Note: The NewAge Websites are hosted in the United States and operated from and in Canada and subject to the laws and regulations of Canada, as applicable. However, your use of the Services may also be governed by and subject to the jurisdiction in which you access the Services.
Binding Agreement / Language
- This Agreement forms and is a legal agreement between you and NewAge concerning your access to and use of the Services. In consideration of NewAge providing you with access to the Services, through your access to and use of the Services you accept and agree, without limitation or qualification, to the terms and conditions contained in this Agreement and acknowledge that you intend and expect to be legally bound by its terms and conditions. This Agreement is further affirmed by you by completing purchase of any Product through a NewAge Website. If you do not agree with this Agreement, you may not access or use the Services and you should immediately cease and permanently desist any and all use of the Services.
- This Agreement includes the NewAge , the NewAge Linking Policy, which are hereby incorporated by reference and form integral parts hereof.
- You agree that this Agreement and any of its accessories, including notices, be written in the English language. / Les parties aux présentes ont exigé que ce contrat et ses accessoires, y compris tout avis, soient rédigés en anglais.
- The division of this Agreement into sections, subsections, paragraphs and/or clauses and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. Each capitalized term has the meaning given to it in this Agreement.
- No supplement, modification or amendment to his Agreement proposed by you shall be binding on NewAge unless agreed to by NewAge in writing.
- In consideration of your use of the Services, you represent and warrant that:
- you are: (i) of legal age to form a binding agreement, which in the Province of Ontario is 18 years of age or (ii) your parent(s) or legal guardian(s) is aware of your intention to agree to this Agreement and has given you their consent to do so;
- you are not a person barred from receiving services under the laws and regulations of Ontario, Canada and/or other applicable jurisdictions; and
- you will provide true, accurate, current and complete information about yourself ("Client Information") as prompted and you will maintain and promptly update your Client Information to keep it true, accurate, current and complete.
- NewAge has the right to refuse, suspend or terminate your Client Account and/or to refuse any and all current or future use of the Services (or any portion thereof), without warning, if (i) we believe that you are under 18 years of age and you represent yourself as 18 or older; (ii) NewAge suspects you have provided, any information that is untrue, inaccurate, not current or incomplete; and/or (iii) you are in breach or NewAge has reason to believe you are in breach of this Agreement.
- Use of the Services and the creation of a Client Account is confirmation of your age and/or consent (as applicable) and acceptance of the terms and conditions as set out in this Agreement.
- Use of the Services and registration to become a Client is void where prohibited.
- You understand that the Services and the NewAge Software embodied within the Services use a security framework that uses technology that protects digital information and that use of the Services, materials and Content made available by or through the Services is subject to certain rules ("Usage Rules", which term includes but is not limited to this Section 5 through Section 21 and all other limitations and obligations pertaining to the use of the Services described herein).
- You agree to comply with such Usage Rules, as established from by NewAge from time to time, and you agree to not violate, or attempt to violate, any of the Usage Rules.
- You agree to use the Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations. The Services shall not be used where, and to any extent, such use is prohibited by law. Your use of the Services from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Services is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Services due to any restriction whatsoever.
- You shall not attempt to, or assist another person in attempting to, circumvent, override, reverse engineer, decompile, disassemble or otherwise tamper with any of the security components related to the Services for any reason whatsoever;
- You shall not engage in any criminal, tortious or other unlawful activity, fraud (including the fraudulent purchase of any Product or use of any of the Services), infringement of intellectual property rights (including but not limited to copyright, trademark and patent infringement), or theft of trade or industrial secrets;
- You shall not impersonate or attempt to impersonate another Client, person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You shall not use the Client Account, login name or password of another user at any time or disclosing your password to any third party or permitting any third party to access your account; selling or otherwise transferring any of the Services; and
- You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content (as described below) transmitted through the Services or cover or obscure any banner advertisements on any NewAge Website page via HTML/CSS or any other means;
- You shall not use any information obtained from the Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
- You shall not engage in any activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
- You shall not interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services;
- You shall not restrict or inhibit other Users from using and/or enjoying the Internet;
- You shall not sell or otherwise transfer any of the Services;
- You shall not accept payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Services on behalf of that person;
- You agree that your use of the Services may be controlled and monitored by NewAge for compliance purposes, and NewAge reserves the right to enforce the Usage Rules with or without notice to you.
- NewAge reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates the above-listed usage rules, including without limitation, reporting you to law enforcement authorities.
- Any unauthorized reproduction, publication, further distribution or public exhibition of the Services or Content, in whole or in part, is strictly prohibited.
- This Agreement, and any posted revision to this Agreement, shall be effective from the moment you use the NewAge Websites and/or the Services and/or when you create your Client Account (whichever is earlier), and shall remain in full force and effect even after you cease your use of the NewAge Websites and/or the Services and even after your Client Account is terminated.
- You may terminate your Client Account at any time, for any reason, by providing NewAge with thirty (30) days advanced notice of your desire to terminate Client Account. Such notice may be given via email to firstname.lastname@example.org. Your account shall be deemed cancelled upon confirmation of receipt of your cancellation notice and the issuance of a valid cancellation number. If you are dissatisfied with the Services, the Content and/or your use thereof, or with any of the terms, conditions, guidelines, practices or policies of NewAge in operating the Services, you agree that your sole and exclusive remedy shall be to discontinue using the Services.
- We may terminate your Client Account at any time, for any or no reason, with or without prior notice or explanation, and without liability. NewAge further reserves the right to take such steps as it deems necessary, including taking legal action, to restrain any and all unauthorized use of the Services and/or the Content, including without limitation, reporting you to law enforcement authorities and/or commencing civil claims. We also reserve the right to refuse, suspend or terminate your account and/or deny, restrict, suspend, or terminate your access to all or any part of the Services if NewAge determines, in its sole discretion, that you (i) have violated this Agreement, (ii) pose a threat to NewAge and/or the users of the Services and/or (iii) have violated any applicable law or regulation.
- This Agreement may be terminated by you or us at any time, for any or no reason. Upon termination of this Agreement, the license(s) granted by us to you hereunder shall immediately and automatically be terminated. All other provisions shall remain in full force and effect after termination. Upon termination, you shall immediately cease all use of the Services.
Privacy and Collection and Use of Personal Information
- For greater certainty, you acknowledge and expressly consent to NewAge accessing, preserving, and disclosing your Client Information if required to do so by law or in the good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that you have violated the rights of third parties; (iv) respond to your requests for Client service and/or technical support; or (v) protect the rights, property, or personal safety of NewAge, its Users and the public.
Passwords & Security
- When you register to become a Client (i.e. when you create your Client Account) you will be asked to choose a "Username" and password.
- (i) You are solely and entirely responsible for any and all use of your Client Account.
- (ii) You are solely and entirely responsible for maintaining the confidentiality of your Username and password.
- You agree to not use the Client Account, Username or password of another Client at any time and to not disclose your password to any third party.
- You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password.
- Subject to Change – Prices are subject to change with or without notice. For up to date information, please contact us .
- Taxes – Prices listed are exclusive of all applicable taxes. Such taxes will be added to the listed price at the time of purchase.
- For your security, your billing name and address must match that of the credit card used for payment. We reserve the right to cancel any order where there is a mismatch of information.
- If Product selected is temporarily out of stock at the time of your order, Product will be placed on backorder. You will be notified via email and advised of the expected ship date of the backordered Product.
- Backordered Product is shipped as soon as they are available via the originally selected shipping method used when your order was placed. If your order contains both Product that is in–stock and Product that is backordered, the in-stock Product will be shipped immediately and the backordered Product will be shipped as soon as available. There are no additional shipping charges for the shipment of the backordered Product. If for any reason you wish to cancel a backordered Product, please contact us .
- Product that is not in stock at the time of purchase is not eligible for promotional offers. Only in-stock Product is eligible to be counted towards purchases associated with promotional offers.
Cancellation of Orders
- Once you have completed your order, you cannot cancel or change your order. Our system is designed only to process and ship, and all orders are final.
- Notwithstanding the foregoing, orders or accessories of an order may be cancelled by us. Reasons for such cancellation may include:
- The order could/can not be shipped to the Client address provided
- A duplicate order was placed by the Client
- The payment information provided could not be processed
- Customer request (at the sole discretion of NewAge)
- If your order is cancelled, you will receive an e-mail notice explaining the reason(s) for the cancellation.
- You will not be billed for any cancelled Product.
- Shipping and handling fees are non-refundable.
If you are interested in placing a new order or if you have questions about a cancelled order, please contact us .
Damaged or Defective Product / Returns
- If you receive damaged or defective Product purchase through a NewAge Website, please contact NewAge by phone or via e-mail within five (5) days of delivery. Please provide us with the order number and Product number from your original confirmation e-mail, as well as your e-mail address and phone number. If you do not contact NewAge within five (5) days of delivery, you cannot return damaged or defective Product.
- Your complete satisfaction is important to us. You may return any Product shipped by NewAge, for a full credit or refund, subject to the following:
- You must notify us of damaged/defective Product within five (5) days of delivery.
- You must return Product to us within thirty (90) days of receipt with original packaging and pallets
- You may not return Product that has been opened or used unless the Product was damaged or defective prior to any such opening or use.
- Subject to the foregoing, all Product must be returned in good condition to ensure credit.
- We will provide free return shipping (applied as a credit to your Client Account) if your return is the result our sending you damaged, defective, or incorrect Product. In all other cases, you are responsible for your own shipping and handling if you return Product to us.
- If you wish to return a Product to NewAge please refer to our contact us page or call us toll free at 1-877-306-8930.
- A refund or credit, if/as applicable, and email confirmation, will be issued within thirty (30) days of our receipt of your returned Product. Any refund / credit will be in the same form of payment originally used for your purchase. Refunds/Credits for gifts returned will be issued to the original purchaser.
- Regrettably, shipping and handling fees are non-refundable.
- Sections 42 through 47 do not apply to Product purchase through any source other than a NewAge Website. In such cases, the return policy of the applicable vendor shall apply.
- You acknowledge and expressly agree that the Services and any and all content and materials (including but not limited to all content posted by NewAge, our sponsors, partners and/or affiliates, and/or by you, and all Products, logos, software and all other intellectual property) posted and/or otherwise described on the NewAge Websites or otherwise created by NewAge and/or its licensors and associated with the Services or Product (collectively, "Content") are owned by NewAge and/or its licensors, and are protected by applicable intellectual property and other laws (including but not limited to copyright, trademark, patent, trade secret, industrial secret, and other laws).
- You acknowledge and expressly agree that content and information (with the exception of your name, phone number and other similar personal information) posted or otherwise provided by you as part of your access to and/or use of the Services, is and shall be owned by NewAge immediately and automatically upon the posting/providing of such consent and/or information on the NewAge Website or otherwise to NewAge, and is protected by applicable intellectual property and other laws (including but not limited to copyright, trademark, patent, trade secret, industrial secret, and other laws). To the extent that ownership of such content and/or information cannot be assigned or transferred, you hereby grant to NewAge a non-exclusive, transferable, sub-licensable, royalty-free, irrevocable and perpetual worldwide license to use and otherwise exploit any and all intellectual property and other content and materials posted or otherwise provided by you as part of your access to and/or use of the Services. You also hereby completely and unconditionally waive in whole, any and all moral rights in, or associated with all content sand information posted or otherwise provided by you as part of your access to and/or use of the Services.
- Except as provided for in this Agreement, you shall not reproduce, duplicate, copy, modify, rent, lease, loan, sell, distribute, exploit or create derivative works based on, the Services or the Content in any manner and you shall not exploit the Services or Content in any unauthorized way whatsoever (including but not limited to, by trespass or burdening network capacity). For greater certainty and without limiting the generality of the foregoing, any and all Content (including but not limited to blog entries and postings on message boards) posted by you on a NewAge Website is and shall be the sole and exclusive property of NewAge.
- You may, to the extent available to do so and subject to this Agreement, use the Services to access such other related information, materials and services as may be made available from NewAge through the Services from time to time hereafter. You agree that you acquire absolutely no rights or licenses to any of the Content or the Services other than the limited right to access and use the Content and the Services in accordance with this Agreement. Any unauthorized reproduction, publication, further distribution or public exhibition of the Services or the Content, in whole or in part, is strictly prohibited.
- By using the Services and in particular downloading NewAge Software, you agree and consent that NewAge and its partners and affiliates may communicate with you via such methods of communications as may be necessary and/or advisable by NewAge from time to time in its sole discretion, including but not limited to regular mail and email, whether specifically addressed to you or addressed to multiple parties.
- You hereby consent to the exchange of information and documents between us electronically over the Internet or by e-mail, including any exchange of information and receiving electronic communications from time to time, including updates, publications, announcements, messages and other communications, between any e-mail address which you provide to us and email addresses ending in “newage.com”, “shopnewage.com” or any other e-mail address which we may provide to you until such time as you withdraw your consent by notifying us that you no longer wish to receive our electronic communications.
- Notwithstanding the foregoing, you may withdraw your consent to receive communications electronically at any time. However, we note that not all of the Services allow for communications to be provided in paper format or through other non-electronic means. Therefore, if you withdraw your consent, your use of the Services may be interrupted limited and/or terminated. In order to withdraw your consent to direct communications from us to you, contact us at: email@example.com
- All notices and communications by or to you shall be in writing and shall be made via e-mail to firstname.lastname@example.org or to the e-mail address that you may provide to NewAge in connection with your use of the Services, as applicable. Either party may revise its contact information by sending the other a new/corrected email address to the address specified in the preceding sentence. Notwithstanding the foregoing, NewAge may also post notices or communications, or other matters of importance, on the Services; and you agree that such posts shall constitute notice to you whether or not you actually access the notice/communication via the Services. Notice by e-mail or posting on the Services shall be deemed given forty-eight (48) hours after the e-mail is sent or posted, unless in the case of e-mail the sending party is notified that the e-mail address is invalid.
Disclaimers and Limitation of Liability
- THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. USE OF THE SERVICES IS AT YOUR SOLE RISK.
- NEWAGE MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, OR THAT (V) ANY ERRORS IN THE NEWAGE SOFTWARE, OR THE SERVICES WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED OR VIEWED THROUGH THE USE OF THE SERVICES OR THE INTERNET GENERALLY, IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ANY DAMAGES WHICH MY OCCUR AS A RESULT OF SAME, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL AND ANY DAMAGES YOU MAY SUFFER IF YOU TRANSMIT CONFIDENTIAL OR SENSITIVE INFORMATION TO US OR IF WE COMMUNICATE SUCH INFORMATION TO YOU. NO ENDORSEMENT OF ANY THIRD PARTY PRODUCTS, SERVICES OR INFORMATION IS EXPRESSED OR IMPLIED BY ANY INFORMATION, MATERIAL OR CONTENT REFERRED TO OR INCLUDED ON, OR LINKED FROM OR TO THE NEWAGE WEBSITE. NEWAGE MAKES NO WARRANTY THAT INFORMATION, SOFTWARE AND/OR OTHER MATERIAL ACCESSED OR VIEWED THROUGH THE SERVICES WILL BE FREE OF VIRUSES, BOTS, WORMS, OR ANY OTHER COMPUTER CODE, FILES OR PROGRAMS THAT MAY INTERRUPT, DESTROY OR LIMIT THE FUNCTIONALITY OF ANY COMPUTER SOFTWARE OR HARDWARE, OR OTHERWISE PERMIT THE UNAUTHORIZED USE OF OR ACCESS TO A COMPUTER OR A COMPUTER NETWORK.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEWAGE OR THROUGH THE SERVICES SHALL CREATE ANY NEW WARRANTY, REPRESENTATION OR CONDITION.
- NEWAGE IS AND SHALL NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES OR ANY USER OF THE INTERNET IN GENERAL.
- YOU UNDERSTAND AND EXPRESSLY AGREE THAT IN NO EVENT SHALL NewAge (OR IT'S AFFILIATES, LICENSORS, CONTRACTORS AND RESPECTIVE EMPLOYEES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFIT , GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NewAge HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Services OR OTHERWISE ACCESS THE INTERNET OR ANY PART THEREOF; (II) THE USE OR THE INABILITY TO USE any product PURCHASED or otherwise acquired through the services; (III) the disclosure of information by Clients to NewAge; (iv) any Content posted on or through the Services (v) 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 SERVICEs; (vi) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vii) STATEMENTS OR CONDUCT OF ANY client or THIRD PARTY, whether online or offline; (Viii) third party software or hardware installed by Users; (ix) spyware, malware or viruses contracted from using the Internet or otherwise through the Services; (X) THE USE OF, OR YOUR RELIANCE ON, ANY CONTENT, ADVICE, RECOMMENDATIONS OR OTHER INFORMATION CONTAINED ON/IN OR OTHERWISE PROVIDED TROUGH YOUR USE OF THE SERVICES; OR (xI) ANY OTHER MATTER RELATING TO THE Services OR OUR PRODUCT, WHETHER OR NOT NEWAGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OUGHT TO HAVE REASONABLY KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NewAge's LIABILITY TO YOU 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 YOU TO NewAge FOR THE APPLICABLE Service AND/OR PRODUCT SOLD TO YOU THROUGH THE SERVICES.
- SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS AND CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Links / Third-Party Websites
- Use of the Services is governed by this Agreement and by NewAge's Linking Policy. Further, NewAge and/or third parties may provide links to other websites or resources. Inclusion of any link or resource on the Services does not imply the approval or endorsement of NewAge. When you access such sites or resources, you do so at your own risk. NewAge has no control over third party websites and resources and such websites and resources are not necessarily investigated, monitored or checked for accuracy or completeness by NewAge. You acknowledge and expressly agree that NewAge is not responsible for the availability of such external sites or resources, and that NewAge does not endorse and is not responsible or liable for any content, advertising, products, opinions or other materials on, or available from or through such sites or resources. You further acknowledge and expressly agree that NewAge is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
- NewAge and/or third parties may create and/or otherwise provide advertisements and applications to Users. NewAge takes no responsibility for third party advertisements or applications that are created and/or posted on or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, representations, warranties or conditions associated with such dealings, are solely between you and such advertiser. You agree that NewAge is not responsible or liable for any loss or damage of any sort incurred as a result of such dealings or as a result of the presence of third party advertisers on the Services.
- You understand and acknowledge that the technical processing and transmission of the Services may involve (i) transmissions over various networks, both inside and outside of Canada and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. NewAge performs technical functions necessary to offer the Services. You agree to allow NewAge to perform such technical functions and that such technical functions may include the installation of software on your device.
- NewAge is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services.
- NewAge assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User communication (whether via the Internet, telephone, "wireless" or any other method of communication).
Disputes – Governing Law, Jurisdiction & Attornment
- By accessing the Services, you and NewAge agree that all matters relating to access to, or use of the Services and all communications, transmissions and transactions associated with the Services shall be deemed to have occurred in the Province of Ontario, Canada and shall, together with this Agreement, be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to the conflicts of laws principals thereof. You and NewAge also agree and hereby irrevocably submit and attorn to the exclusive personal jurisdiction and venue of the courts of the Province of Ontario with respect to such matters.
- YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR TO PARTICIPATE IN CLASS PROCEEDINGS IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
- The User's sole and exclusive remedy is to cancel his or her Client Account as per the terms of this Agreement.
- You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- You agree to defend, indemnify, save and hold harmless NewAge, its affiliates and their respective officers, directors, employees, professional advisors and agents and volunteers from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses, including without limitation, reasonable legal and accounting fees, alleging or resulting from your access to and use of the Services, your use of the Content and/or your breach of this Agreement and/or your violation of any rights of another.
- You acknowledge having read, understood and agreed with all of the provisions of this Agreement and have signed it of your own free will and without any form of duress being exerted upon any of them by the others, and each acknowledge having had the opportunity to obtain independent legal advice with respect to it and that they have each either received or expressly waived same.
- NewAge shall not be deemed to have waived the exercise of any right that it holds under this Agreement, at law or in equity, unless such waiver is made in writing. No waiver made with respect to any instance involving the exercise or non-exercise of any such right is to be deemed to be a waiver with respect to any other instance involving the exercise or non-exercise of the right or with respect to any other such right.
- If, in any jurisdiction, any of the terms or conditions contained in this Agreement are held to be unenforceable (in whole or in part) by a court of competent jurisdiction, such term(s) and/or condition(s) shall be restricted or eliminated to the minimum extent necessary and the remaining term(s) and condition(s) (or part(s) thereof) shall otherwise remain in full force and effect.
- You agree that this Agreement, the license(s) granted hereunder, your Client Account and your Username and password are non-transferable and any rights to your Client Account, Username and password terminate upon your death. Upon receipt of a copy of a death certificate, your Personally Identifiable Information (as described in the NewAge Linking Policy) will be deleted permanently.
- You agree to use reasonable efforts to do, make, execute, deliver, or cause to be done, made, executed, or delivered, all such further acts, documents, and things as NewAge may reasonably require from time to time for the purpose of giving effect to this Agreement, including regularly reviewing this Agreement and updating your Client Account.
- NewAge shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or for any interruption in the Services resulting directly or indirectly from any act of God or Canada’s enemies, a lawful act of a public authority, a delay or default by a common carrier, fire, explosion, power failure, flood, epidemic, riot or civil disturbance, sabotage, accidents, insurrections, blockades, embargoes, storms, labour disputes, strikes or similar event, which cannot reasonably be foreseen or provided against.
- We may use third parties to facilitate the use, license and/or purchase of the Services and/or Product. If and when you download, install, use, license and/or purchase the Services through any such third party, further terms and conditions may apply, as prescribed by that third party. We are not responsible for and may have no control over those terms and conditions. We strongly recommend that you familiarize yourself with those terms and conditions and ensure they are acceptable to you prior to such download, installation, use, license and/or purchase.
- You ACKNOWLEDGE and expressly agree that you have read this Agreement, understand it and agree further to be bound by its terms and conditions, as amended from time to time. Further, You ACKNOWLEDGE and expressly agree that this instrument is the complete and exclusive statement of the agreement between you and NewAge, which supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject-matter of this Agreement. Anything on/in the Services inconsistent with this Agreement is superseded by this Agreement.
Please CONTACT NewAge if you have any questions, comments or concerns regarding this Agreement.