TERMS AND CONDITIONS OF SALE
Last modified: 2022-08-10
1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.
These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
By placing an order for products or services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.
You may not order or obtain products or services from this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website's contents, products or services by applicable law.
These terms and conditions (these "Terms") apply to the purchase and sale of products and services through rooandyou.ca (this "Site"). These Terms are subject to change by Roo & You Inc. (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to on the Site. You should review these Terms before purchasing any product or services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
2. Order Acceptance and Cancellation.
You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered. In the event you cancel a order, the order shall be subject to a 2.5% restocking fee on the sum total of your receipt.
(a) All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
(b) Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, Amex, Discover, Shopify Pay, Apple Pay, Google Pay, Diner’s Club, Interact, Afterpay, and Sezzle for all purchases. You represent and warrant that (i) the credit card information you supply to us is tYou, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
Terms of payment are within our sole discretion. Invoices are due and payable within the time stated on your within SEVEN (7) days from the invoice date. We may charge late payment interest of ten percent (10%) per annum on undisputed amounts or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full.
4. Shipments; Delivery; Title and Risk of Loss.
(a) We will arrange for shipment of the products to you. Please check the Shipping & Returns page for specific shipping and returns policies. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
(b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments and you acknowledge that the carrier is solely responsible for delivery of any products and that we have no liability in respect of any products being delivered which remain unclaimed by you or are untracked with the carrier.
5. Returns and Refunds.
Except for any products designated on the Site as non-returnable, we will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within fourteen (14) days of delivery with valid proof of purchase and provided such products are returned in their original condition. To return products, you must email our Returns Department at SUPPORT@ROOANDYOU.CA to obtain a Return Merchandise Authorization ("RMA") number before shipping your product. No returns of any type will be accepted without an RMA number.
You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. We, therefore, strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
You acknowledge and agree that no returns, refunds or exchanges will occur in respect of any colour or title of any products.
Refunds are processed following receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.6. Limited Warranty.
(a) We warrant to you that for a period of one (1) year from the date of shipment in respect of the fabric in any products purchased through the Site and for a period of one (1) year from the date of shipment in respect of the foam in any products purchased through the Site, provided in each case the product shall not have been moved (collectively, as the case may be, the "Warranty Period"), will materially conform to our published specifications in effect as of the date of manufacture and be free from defects in material and workmanship. You assume all responsibility in respect of any teething products purchased through the Site and covenant and agree that we shall have no liability in respect of any failure or negligence by you in the use of such products without appropriate supervision.
(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING (i) ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
(c) Products manufactured by a third party ("Third-Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the products. Third-Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,\ OR OTHERWISE.
(d) We shall not be liable for a breach of the warranties set forth in Section 6(a) unless: (i) you give written notice of the defective products or services, as the case may be, reasonably described, to us within two (2) days of the time when you discover or ought to have discovered the defect; (ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such products, and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and (iii) we reasonably verify your claim that the products or services are defective.
(e) We shall not be liable for a breach of the warranty set forth in Section 6(a) if: (i) you make any further use of such products after you give such notice; (ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the products; (iii) you alter or repair such products without our prior written consent; or (iv) a warranty appears to be placed for the purpose of dealing, reselling or distributing, or for the purpose of illegal gambling activities. If a warranty is found to have been submitted in violation of these terms or with the intent to violate them, we reserve the right to limit, prohibit, and/or cancel warranties from past, present, and/or future orders such that they may be excluded from our limited warranty.
(f) Subject to Section 6(d) and Section 6(e), with respect to any such products during the Warranty Period, we shall, in our sole discretion, either: (i) repair or replace such products (or the defective part) or (ii) credit or refund the amounts paid by you for such products provided that, if we so request, you shall, at your expense, return such products to us.
(h) YOU ACKNOWLEDGE AND AGREE THAT ANY WARRANTIES PROVIDED HEREIN ARE NON-TRANSFERABLE.7. Limitation of Liability.
(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, REPLACEMENT COSTS, SAVINGS, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
(c) In no case shall Roo & You Inc., our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content or product , transmitted, or otherwise made available via the service, even if advised of their possibility.
(d) The limitation of liability set forth in Section 7(b) shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.
8. Goods Not for Resale or Export.
You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within Canada.
(a) We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit, prohibit, and/or cancel orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors, or for the purpose of illegal gambling activities. If an order is found to have been purchased in violation of these terms or with the intent to violate them, such orders may be excluded from our returns policy.
9. Intellectual Property Use and Ownership.
You acknowledge and agree that:
(a) All uses on this Site of the terms "sell", "sale", "resell", "resale", "purchase", "price", and the like mean the purchase or sale of a license. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement made available to you through a link accompanying the display or description of that specific product or service.
(b) You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.
(c) You will not cause, induce, or permit others' non-compliance with the terms and conditions of any of these product and service license agreements.
(d) Roo & You Inc. and its licensors are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.
11. Force Majeure.
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms (except for any obligations to make payments to the other party hereunder), when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, including the 2019 novel coronavirus pandemic (COVID-19), tsunami, other potential disasters or catastrophes, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this agreement; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) shortage of adequate or suitable materials, telecommunication breakdown or shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party].
The Impacted Party shall give notice within thirty (30) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of ninety (90) consecutive days following written notice given by it under this Section 11, the other party may thereafter terminate this Agreement upon ten (10) days' written notice.
12. Governing Law.
All matters arising out of or relating to these Terms are governed by and constYoud in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
13. Waiver of Recourse to the Courts and Binding Arbitration.
(a) YOU AND ROO & You INC. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) The arbitration will be administered by an institution of Roo & You Inc.’s choosing at their sole discretion.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
15. No Waivers.
The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Roo & You Inc.
16. No Third-Party Beneficiaries.
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) posting to the Site. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to (905) 336-1248; or (ii) by personal delivery, overnight courier, or registered or certified mail to Roo & You Inc., 96 Wharncliffe Rd. S, London, ON, N6J 2K1. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
19. Entire Agreement.