GOOD REASON TERMS OF USE

WELCOME

These Terms of Use (“Terms”) govern your access to and use of Good Reason (Canada) Inc.’s (“Good Reason”, “we”, “us”, “our”) services made available through our website located at https://www.goodreason.com/ (the “Website”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING OUR WEBSITE. By accessing and using the Website, including when you place an order for pick-up or delivery through our Website, you agree to be bound by all the Terms set forth herein. A copy of these Terms may be downloaded, saved and printed for your reference.

ELIGIBILITY

By placing an order through our Website, you confirm that you are at least the age of majority in your jurisdiction of residence.

OWNERSHIP / RESTRICTIONS ON USE

The Website is owned and operated by Good Reason. Any and all content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, trade names and other information including, without limitation, the “look and feel” of the Website (collectively, the “Content”) contained in this Website are proprietary to Good Reason, its affiliates and/or third-party licensors. The Content is protected by Canadian, United States and international copyright and trademark laws. Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content, in whole or in part, without the express prior written consent of Good Reason. You may download, print and reproduce the Content for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL source of such Content. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Good Reason. To request written consent for such reproduction, please contact us at [NTD: Insert contact information].

ACCOUNT AND/OR PROFILE CREATION

To access and use certain portions of our Website, such as taking advantage of a faster checkout process, you will be required to create an online account and/or profile. In consideration for your use of our Website, you agree to provide current, complete and accurate information as requested during account and/or profile creation, and to update that information as soon as possible after any information changes. Upon account and/or profile creation, you will choose a username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Website using such password or username. You agree to immediately notify Good Reason of any unauthorized use of your password or username or any other breach of security.

TERMS OF PURCHASE

Good Reason allows customers to place orders for pick-up or delivery through the Website. When you make a purchase, the following terms apply: Payment: Payment for products is accepted by most major credit cards. If you pay by credit card, you agree that we may charge for the products and other charges payable to Good Reason, including applicable taxes, to your credit card. Good Reason will not be responsible for any charges incurred as a result of authorizing or charging an amount that causes your account to exceed your credit limit. Once payment has been made, an email summarizing the order and acknowledging receipt will be sent immediately to the email address associated with your account.

Availability of Products: Products offered for sale through our Website will be available for purchase unless otherwise noted or, in rare cases, if we notify you place an order. If a product becomes unavailable after making a purchase, and if your credit card was authorized, a reverse authorization will be placed on your credit card. Alternatively, in the event a charge was posted to your credit card, the full amount will be reimbursed to the credit card you used as payment. Please allow up to three (3) to six (6) business days for this transaction to post to your credit card and one (1) to two (2) billing cycles for it to be reflected on your statement.

Prices: The prices for products on Good Reason’s Website are quoted in Canadian dollars. The prices displayed do not include applicable taxes. Prices listed on the Website are for informational purposes only and may be changed by Good Reason in its sole discretion without notice.

Errors: While our goal is an error-free site, we do not guarantee that any Content is 100% accurate or complete, including price information for products. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your purchase. Good Reason reserves the right to cancel, terminate or not to process orders (including accepted orders), where the price or other material Content on the Website is incorrect or inaccurate (including after a purchase has been made).

USER-GENERATED CONTENT

The Website may permit the submission of content, such as comments, feedback and testimonials generated by you (“User Content”). You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information, feedback, suggestions or other ideas that you submit to or post or publish on the Website is non-confidential and non-proprietary and that we may adopt, adapt or otherwise use any User Content (in whole or in part) without any compensation or notice to you.

By submitting User Content, you represent and warrant to Good Reason that: (i) your User Content does not violate any copyright, trademark, trade secret, patent or other intellectual property right, any right of privacy or publicity of any third party or any applicable law, rule or regulation, (ii) you own or have the legal right to use and authorize Good Reason to use and reproduce your User Content as contemplated in these Terms, including written consent to use of any product or the name, voice, likeness or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate Good Reason’s User Code of Conduct set forth below.

As between you and Good Reason, you will retain all of your ownership rights in and to your User Content. By submitting User Content to our Website, you hereby grant to Good Reason a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that Good Reason (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed to the maximum extent permitted by applicable law. You also waive your moral rights to the User Content, and hereby grant each user of the Website a non-exclusive license to access your User Content through the Website.

Good Reason does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Good Reason reserves the right but is not obligated to monitor User Content or other content sent to or through the Website. Good Reason has the right to refuse, remove or delete any User Content and/or to terminate any user's account and access to the Website if Good Reason determines, in its sole and absolute discretion, that such User Content or user violates or has violated these Terms. Good Reason takes no responsibility for and expressly disclaims any and all liability in connection with any User Content.

USER CODE OF CONDUCT

By submitting User Content and as a condition of your continued access to and use of our Website, you agree to abide by all applicable federal, provincial, state, territorial, local and other laws and regulations and the “Code of Conduct” set forth below. Specifically, in addition, without limiting the foregoing, you agree not to: submit any User Content that is protected by or otherwise subject to any third-party intellectual property or proprietary rights (including any privacy and publicity rights) unless you own or have permission from the rightful owner of such rights to post such User Content and to grant Good Reason all of the rights granted herein; upload, post, comment, e-mail or otherwise transmit any statements, material or User Content that: constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message; is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable, or an unfair product comparison; contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or otherwise encourages criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction. harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Website, including e-mail addresses, without the express consent of such users; for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Website; attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means; interfere with or disrupt networks or servers connected to the Website or violate the regulations, policies or procedures of such networks; and use, download or otherwise copy, or provide to any person or entity any Website users directory or other user or usage information or any portion thereof other than in the context of your use of the Website. Good Reason retains the right, at its sole discretion, to deny use of the Website to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms. You will cease and desist from using the Website immediately upon request by Good Reason to do so.

LINKING

It is our goal to provide increased value to visitors to our Website. Therefore, our Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from Good Reason and that Good Reason has no control over the content of such websites. Consequently, Good Reason cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

DISCLAIMER/LIMITATION OF LIABILITY THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS, OR THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

Although we strive to update and keep accurate as much as possible the Content contained on the Website, errors and/or omissions may occur and we cannot guarantee it is accurate and complete at all times.

ACCORDINGLY, THE WEBSITE, INCLUDING THE CONTENT, ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. GOOD REASON DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOOD REASON DOES NOT WARRANT THAT THE FUNCTIONS ON THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT SHALL GOOD REASON, ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR ANY CONTENT, EVEN IF GOOD REASON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF ANY CONTENT, INCLUDING USER CONTENT.

INDEMNITY

You agree to indemnify and hold harmless Good Reason, its affiliates and its and their respective officers, directors, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from (1) your (or anyone acting under your password or username) use of this Website or services, (2) any alleged violation by you of these Terms or (3) any actual or alleged infringement of third party intellectual property or other proprietary rights in connection with the User Content.

PRIVACY

Please click here to review our current Privacy Policy [NTD: Insert hyperlink to privacy policy], which contains information about the manner in which we collect, use, disclose or otherwise manage personal information.

CHANGES AND TERMINATION

Good Reason reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. Further, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), Good Reason reserves the right to change these Terms at any time and to notify you by posting an updated version of the Terms on its Website. You are responsible for regularly reviewing the Terms, including, without limitation, by checking the date of “Last Updated” at the top of this document. Continued use of the Website after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website constituting consideration from Good Reason to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Terms (2) any policy or practice of ours in operating the Website or (3) any Content available through the Website, is to stop purchasing our products or visiting and using the Website.

TRADEMARKS

“Good Reason” is a trademark of Good Reason (Canada) Inc. Other marks, graphics, typefaces, trademarks and logos appearing on the Website are trademarks or trade dress of Good Reason. All other trademarks appearing on the Website are property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express prior written consent.

APPLICABLE LAWS

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF QUEBEC), these Terms shall be governed by and construed in accordance with the laws of the Province of [Ontario] and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of [Toronto, Province of Ontario].

If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these Terms and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

NOTICE

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms, by posting notices or links to such notices on the Website itself.

LANGUAGE

It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigé en anglais.

ENTIRE AGREEMENT

These Terms, along with our Privacy Policy, any other legal notices or statements posted on the Website, constitute the entire agreement between you and Good Reason and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except by Good Reason as set forth above.

CONTACT

If you have any questions or comments regarding these Terms, please contact us at [NTD: Insert contact information].