Terms & Conditions

 

These are the terms of use (the "Terms") for the content, interactions, purchases and/or use of products (the "Services"), provided to you by Heartly Inc. ("We" or "Us" or "Heartly"). The sale of the Services is subject to these Terms or other terms you may be required to accept when purchasing the Services. Please read the rules contained in these Terms carefully. By downloading, using or registering for any aspect of the Services, you agree to comply with these terms. Acceptance of these Terms is a condition of your participation in and use of the Services. In consideration of your use of or participation in the Services, whether free or fee-based, you agree to be bound by these Terms. If you cannot agree with these Terms, please do not use the Website (as defined below), or download, register for, or use the Services.

 

Heartly, may from time to time review and revise these terms. The revised policy will be effective and binding on you at the time it is posted on our website which can be accessed at: www.shopheartly.com (the "Website"). In addition, when using the Website, you will be subject to any posted guidelines or rules applicable to the Website which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. We recommend that you retain a copy of these terms in either electronic or tangible format for reference. Continued access of the Services by you will constitute your acceptance of any changes or revisions to these Terms. Your failure to follow these Terms, whether listed below or communicated on or through the Services, may result in suspension or termination of your access to the Services, without notice, in addition to Heartly’s other remedies.

 

Please read these Terms carefully before you use or participate in the Services.

 

1. BINDING AGREEMENT

These Terms are a binding agreement between you and Heartly and its affiliates and subsidiaries. “You” and “users” shall mean any participant in or user of Services. You confirm your acceptance of these Terms each time you access or use any ServicesIf you do not accept these Terms, You are not authorized to use or participate in Services and you must not use them. These Terms and the entity providing Services to You may vary based on the Services You use, your region or other factors and such details will be provided to you as applicable. To the extent there are any additional contractual documents or terms entered into by you in respect of Services, these Terms shall form an integral part of such additional terms and these Terms are incorporated by reference into them.

 

2. REVISIONS TO TERMS 

We reserve the right, in our sole discretion, to revise the Terms at any time, in whole or in part, by posting an updated version on our Website. Changes to the Terms will be effective when posted. You hereby agree to periodically visit our Website to review the most current Terms. Your continued use of the Website and/or Services or any part thereof after any changes to the Terms are posted constitutes your acknowledgement and binding acceptance of the Terms and revisions or updates as the case may be from time to time. We are not liable to you or any third party in any respect arising from any change or interruptions to the Website and/or Services. If you object to any changes to the Terms your sole recourse will be to stop using the Website and/or Services

 

3. AGE RESTRICTION

The Website and Services are intended for individuals who are 18 years of age and over. If you are under 18 years of age you may not use Services. If you are under 18 years of age, you may be in breach of laws and regulations applicable in your province or country of residence or access, and you should leave the Website immediately. By using this Website and Services you represent and warrant that you are 18years of age or over, or the age of majority in your province, state or country of residence. No Services are directed at persons under the age of 18.

 

4. PRIVACY

The Terms include our Privacy Policy which is incorporated by reference into the Terms. Information you provide us will be treated in accordance with the Privacy Policy which may be accessed via our Website.We recommend that you read the Privacy Policy.

 

 

 

5. REGISTRATION OBLIGATIONS

To use certain areas of this Website and/or access the Services, You may first be required complete the registration process to create an account ("Account") and select and register a unique user name and password (collectively, "Credentials"). Your Account and Credentials are specific to You and may not be shared with or transferred to any other person. You are solely responsible for maintaining the confidentiality of Your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify us if you know or suspect that your Account or Credentials have been used by any other person.

 

During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form (such information being the "Registration Data"). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) by you.

 

We may act upon any communication that is given through your Account or by using your Credentials. We are not required to verify the actual identity or authority of a person using your Account or Credentials, but we may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if we are not satisfied with the verification. If Heartly, in its sole discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then we may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.

 

6. FEES, PAYMENTS, REFUNDS

Fees, payment terms, financing options, and currency may vary by Services and region and may be revised or updated from time to time. Additional or different terms may apply in which case they will be communicated to you as part of the registration or enrolment process. All fees and payments are non-refundable except as agreed in writing. Fees and payments are subject to any applicable sales, value-added, or other taxes. If you have provided Heartly with a payment method, you irrevocably authorize Heartly to process payments at any time using that payment method in accordance with your fee and payment obligations. Charges will occur within a reasonable time of the transaction or shortly thereafter, and multiple charges during the same period may be aggregated together. Disputed fees or charges must be disputed in writing within thirty (30) days of the charge, failing which your right to dispute such fee or charge is waived and such fee or charge will be final and not subject to dispute or challenge, to the fullest extent permitted by applicable law(s). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL AMOUNTS OWING BY YOU, AND FOR PROVIDING US WITH VALID CREDIT CARD OR PAYMENT ACCOUNT INFORMATION DETAILS FOR PAYMENTS OF ALL SUCH AMOUNTS.

 

Advertisements on the Website and/or Services are invitations to you to make offers to purchase products and services on the Services and are not offers to sell. All prices and other amounts appearing on the Website and/or Services are quoted in Canadian dollars.

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 email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. 

 

7. DISCOUNTS AND REFUNDS

Any discount or promotional benefit offered by Heartly has no cash value, cannot be traded or exchanged with any other person, are for personal use only, are provided on a gratuitous and discretionary basis only and can be withdrawn or varied at any time prior to use by Heartly, in its sole discretion. Any discounts and/or promotions for Services cannot be combined. In the event that multiple discounts or promotions are valid, the discount or promotion with the greatest value will apply. All fees and charges are non-refundable except as agreed otherwise based on specific Services. Full-time in-person programs or other Services may be subject to different refund policies which will be communicated to you as part of the registration and enrolment process for such programs.

 

8. TRADE-MARKS, COPYRIGHT AND OWNERSHIP

Heartly Inc., Heartly, this Website domain, URLs and other trade names or trade-marks of Heartly used on this Website, and related words and logos are trade-marks or trade-names of Heartly in Canada and other jurisdictions. Heartly may also be the owner in Canada as well as other foreign jurisdictions of additional trademarks, registered and unregistered. Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such marks or names or any other intellectual property right of Heartly. The names of other companies, products and services referred to on this Website may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Heartly or of third parties is strictly prohibited.

 

All information, content and materials, including, without limitation, any video and sound recordings, text, organization, logos, brand elements, graphics, design, and other matters related to the Website or Services (collectively, the “Content”) are protected under applicable copyrights and other proprietary laws, including but not limited to intellectual property laws and are the property of Heartly and/or its licensors. The Content is provided to you AS IS, without any representation or warranty, whether express or implied, for your informational, personal, non-commercial use. The copying, reproduction, use, modification or publication by you of any such Content or any part of the Content related to the Website and Services is strictly prohibited, without our express written permission. Other product and company names mentioned herein, including the names of any other parties, may be the trademark of their respective owners.

 

The materials provided on this Website and thorough our Services, including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Heartly products and materials remains with Heartly and any unauthorized use of such is strictly prohibited. Heartly reserves the right to take such steps as it deems necessary, including legal action, to enforce its rights under trade-mark and copyright law. Except as explicitly required under applicable copyright laws and treaties or permitted by the features of the Website, you may not modify, reverse engineer, publish, transmit, display, participate in the transfer or sale, create derivative works of, or in any way commercially exploit or provide to a third party access to the content of the Website, without the express permission of Heartly and the owner of such content.

 

We do not grant you any licenses, express or implied, to the intellectual property of Heartly or our licensors except as expressly authorized by these Terms and Conditions of Use.

We reserve the right but are not obligated to remove any content if we have reasonable grounds to suspect that such content violates these Terms and/or infringes the intellectual property of any other party.

 

9. USER CONTENT, SITE MONITORING AND ENFORCEMENT

Portions of this Website may allow users to post and exchange information, reviews, feedback and opinions ("User Content"), but we do not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content do not necessarily reflect the views of Heartly, and we disclaim all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.

 

Heartly has the right, without provision of notice to:

 

Remove or refuse to post on the Website any User Content or other forms of communication for any or no reason in our sole discretion;

 

Terminate or suspend your access to all or part of the Website for any or no reason, including, without limitation, any violation of these Terms;

 

At all times, take such actions with respect to any User Content deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms; and

 

Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

 

YOU WAIVE AND HOLD HARMLESS HEARTLY AND ITS SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY HEARTLY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER HEARTLY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

 

We have no obligation, nor any responsibility to any party to monitor the Website or its use, and do not and cannot undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

 

Heartly does not represent or guarantee the truthfulness, accuracy, availability or reliability of content, posted by users or Heartly content. You accept that any reliance on such material is at your own risk. By using Services you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate. You agree to use the Services and related content only for their intended purpose. You must use Services and related content in compliance with all privacy, data protection, intellectual property, and other applicable laws.

 

While each registered user of Heartly owns the copyright in and to all user-generated content original to it, including without limitation on any products delivered or otherwise made available to you through the Website, if you provide User Content, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the User Content in any way and for any purpose without providing any compensation to you or any other person. You also grant us the right to use the name you submit with the User Content, if any, in connection with our rights hereunder.

 

10. PROHIBITED USE

In addition to complying with these Terms, you agree to use this Website, materials on this Website and Services for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

 

Potential users of this Website, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.

 

You agree not to access and/or use the Website or Services for any purpose not expressly authorized by these Terms. In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Website or Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial/state or municipal/local rules, laws, or regulations; (d) to infringe upon or violate Heartly’s intellectual property rights or the intellectual property rights of others;   (e) to harass, abuse, harm, insult, defame, slander, disparage, intimidate, or discriminate based on protected grounds; (f) to submit false or misleading information; (g) to upload or transmit viruses or any kind or any other type of malicious code that will or may be used in a way that will affect the functionality or operation of the Website or Services, or any related website, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website and Service or any related websites, or the Internet. We reserve the right to terminate your use of the Website and/or Service or any related website for violating any of the prohibited uses.

 

11. ELECTRONIC COMMUNICATIONS

You consent to Heartly communicating with you by e-mail or web or internet posting and you consent to receiving e-mails and other electronic communications from Heartly to communicate with you about theServices. By using Services or providing any personal information to Heartly, you agree and consent that Heartly may communicate with you electronically regarding your use of Services including promoting or making you aware of Heartly offerings, new services and products. To withdraw your consent to receiving electronic communications from Heartly you may e-mail us at: info@shopheartly.com.

 

12. LINKS

Our Website and Services may contain materials and/or links to third-party websites or resources. You acknowledge and agree that Heartly is not responsible or liable, without limitation, for: (a) the availability or accuracy of such websites or resources; (b) the content, products or services on or available for such websites or resources. You understand and agree that Heartly does not review, endorse, approve or control the content, products or services on or available from third-party websites or resources, and is not responsible or liable for the behaviour, availability or features or content or any third party website or resource or for any losses or damages arising out of you interaction with any third party. Your use of these third-party websites and/or resources is at your own risk and subject to separate terms of use.  

 

13. BREACH OR VIOLATION OF THESE TERMS

Should you violate these Terms, as determined in the sole discretion of Heartly, reserve the right to refuse to provide Services to you in the future for any lawful reason.

 

14. SERVICE LIMITATIONS 

We can change or cancel the Services at any time. We are not liable for the actions of our users when they use Services. If we change or cancel Services at any time we are not liable for how this may affect you. We do not guarantee the quality or accuracy or availability of any content you view using Services orrelated content or other websites. We may change, cancel, suspend, or discontinue any aspect of Services at any time, including hours of operation or availability of Services or any feature, without notice or liability.

 

15. NO RELIANCE

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date.  Your use of the Website is at your own risk and neither Heartly nor its subsidiaries, affiliates, and their respective directors, officers, shareholders, employees, agents, service providers, contractors, licensors, licensees, suppliers or successors have any responsibility or liability whatsoever for your use of this Website.

 

16. HEARTLY DISCLAIMER OF WARRANTIES 

TO THE FULLEST EXTENT POSSIBLE BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND HEARTLY, ITS OWNERS AND AFFILIATES AND THEIR, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, PARTNERS, SUPPLIERS AND LICENSORS (THE "RELEASED PARTIES") EXPRESSLY DISCLAIM ALL CONDITIONS, GUARANTEES, REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND/OR SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY OR THROUGH SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, SAFETY, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) RELEASED PARTIES MAKE NO WARRANTY THAT (I) SERVICES WILL MEET YOUR REQUIREMENTS, (II) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE THROUGH SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN SERVICES WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

 

17. LIMITATION OF LIABILITY AND INDEMNIFICATION 

Heartly and its owners and affiliates, and their officers, directors, shareholders, employees, agents, contractors, service providers, partners, suppliers and licensors are not liable for anything that happens to you that may be connected to your use of Services. You may be responsible for our legal fees and costs arising out of your use of Services or any breach by you of these Terms.

 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR THOSE AUTHORIZED BY YOU TO USE SERVICES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HEARTLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON SERVICES; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. 

 

IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM HEARTLY SHALL CREATE ANY WARRANTY.

 

TO THE FULLEST EXTENT POSSIBLE BY LAW, HEARTLY AND ITS SUPPLIERS’ AND LICENSORS’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF SERVICES OR CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE) WILL NOT EXCEED GREATER OF $100.00 (CAD) OR THE VALUE OF SERVICES ACTUALLY PAID FOR BY YOU RELATING TO THE CLAIM. 

 

You agree to defend, indemnify, and hold harmless Heartly and its owners, officers, directors, employees, affiliates, partners, contractors, agents, suppliers and licensors from and against any claims, liabilities, damages, losses, actions, or demands from you or any third party, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of the Website and/or Services, (ii) your use of or reliance on any third party or Heartly content, (iii) any user content you distribute on or through the Website or Services or which is sent to us by e-mail or other correspondence; or (iv) your breach of these Terms, applicable laws, rules, regulations or rights of another.

 

18. GENERAL

These Terms and any additional written agreements or terms agreed between Heartly and you regarding your purchase and use of Services constitutes the entire agreement between you and Heartly concerning your use of Services. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. “Heartly” as used in these Terms means any or all of Heartly Inc. and its affiliates as referred to in these terms as may be applicable to you and your purchase or use of or participation in Services

 

19. APPLICABLE LAW, WAIVER OF JURY TRIAL OR CLASS ACTION, ARBITRATION; LOCAL POLICIES, REGULATIONS OR LAWS

These Terms and the legal and contractual relationship between you and Heartly shall be exclusively governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You irrevocably agree to the exclusive jurisdiction of the courts of Ontario for the resolution of disputes between us relating to the Services. You waive the right to any trial by jury in respect of any matters relating to this Agreement and you waive and forever surrender your right to participate in any class action lawsuit in any jurisdiction for any matter or claim relating to or arising from this Agreement or your use of Services. Heartly may, upon written notice to you and in Heartly’s sole discretion, elect to have any dispute arising from the Terms or your relationship with Heartly resolved by mandatory individual private arbitration under the Arbitrations Act of Ontario, with the place of such arbitration to be at Toronto, Ontario. These Terms or portions may vary based on local policies, regulations or laws.

 

20. CONTACT US

We value your visit to this Website and welcome any questions or comments you might have about this Website, these Terms, or any of the products or services offered by Heartly. If you have any questions or concerns relating to the terms and conditions or to any of its ancillary terms and conditions, please contact us via e-mail at: info@shopheartly.com.