Terms and Conditions of Use
Last Modified: March 01, 2023
Tropic N Reef Aquariums Inc. ("we", "us" or "our") is a corporation formed pursuant to the Business Corporations Act, RSO 1990, c B.16 in Ontario, Canada. In consideration for permitting your access to our website and online store hosted at https://www.tropicnreefaquariums.com and related domains and sub-domains (collectively the “Website”) and other good and valuable consideration, you agree as follows:
These terms and conditions of use (the "Terms") form a legally binding agreement which govern your access to and use of our Website. By using our Website, you, the user ("you" or "your"), represent and warrant that (a) you are of the age of majority; and (b) you have read and understand these Terms and agree to be bound by them.
If you are using the Website on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms. In such a case, "you" and "your" will also refer to that organization and yourself individually. Both you as an individual and your organization are legally bound by these Terms which form an agreement with us.
Establishing an Account
You may browse the public facing sections of our Website without establishing an account or providing us with any personal information. However, to purchase products, you will be required to establish an account.
Establishing an account on the Website makes the checkout process easier and allows you to store and save products you may wish to later purchase. Upon establishing a user account with us, we grant you a worldwide, non-transferable, non-exclusive license to access the Website and your account in accordance with these Terms, but reserve the right to revoke said license and your access to the account.
Account Not Transferrable
Access to your account is not transferrable and is only intended for you, the individual for whom the account was established for. As a result, you are not permitted to change the name associated with your account.
Upon initial login, you will be required to set a password. You are responsible for safeguarding the password you use to access the Website and you agree not to disclose your password to any third-party.
You agree to use a unique password for your account which you do not use for any other online service. As we may send password reset notices and links to your email account registered on the Website (i) you are responsible for ensuring that your name and email address provided to us are accurate; and (ii) you represent and warrant to us, and agree that you will ensure, you are the sole person, at all times, with access to the email account registered in connection with your account.
You agree you are responsible for any activity on your account and all correspondence provided to us from any email address or phone number used to register your account, whether or not you authorized that activity or correspondence. You agree that we are, in respect of any instructions or actions taken by a person using your account, entitled to assume that the person is you, the person whose name and personal information is registered and associated with the account.
You must immediately notify us of any unauthorized use of your account. You must inform us in writing of any changes to your contact details and other information provided to us, including, but not limited to, your email address.
While we and our third-party software and technology providers take certain security measures in relation to the Website, you acknowledge that the technical processing and transmission of the Website and related data and information, including your own account data and information, will involve transmissions over various networks and devices, including networks and devices not owned or controlled by us. We rely on a number of third parties to make the Website available, including data and web hosting providers like Wix.com, Inc (see https://www.wix.com). You accept all risks in using the Website, and indirectly, our use of such third-party providers. You agree and acknowledge that in using online platforms, there is always a risk of unauthorized access to and use of your information, including your personal information. So long as we were not directly, solely and grossly negligent in the protection of your information, you accept such risks and agree not to hold us liable or responsible for any damages you may suffer as a result.
Where prices are listed on the Website, they are subject to change without notice. Such prices listed are an invitation to make an offer and are subject to acceptance by us. Even in the event of the automated processing of your order on the Website, you agree that we will have the opportunity to review and accept or decline such orders. All orders are also subject to product availability.
Additional terms, including but not limited to, price, tax, duties, shipping, shipping fees, account access, refunds and payment will be specified on the Website. Those terms, as amended from time to time, are incorporated by reference and form part of this agreement. If any information or terms posted to the Website concerning price, tax, duties, shipping, shipping fees, account access, refunds or payment are posted in error, we reserve the right to amend those terms. We further reserve the right to:
Remove any product from the Website;
Change, at any time, the prices, fees, taxes, duties, charges and specifications, product details, any promotional offers and any other content without any notice or liability to you or any other person; and
Reject, correct, cancel or terminate any order, including accepted orders for any reason.
All shipping times displayed on our Website, or elsewhere, are estimates only and are undertaken by third party logistics and shipping companies. Shipping times will vary based on your location, product availability and other factors.
You agree to pay all sales taxes, whether Canadian or foreign, applicable to this agreement or arising in any way from the purchase of products from us.
Our return policy is incorporated by reference as available on our Website at https://www.tropicnreefaquariums.com/returns
We use third-party payment processors to process payments made by you on the Website. Although we may display or link to their payment forms on our Website, when you provide your payment details on or in connection with the Website, you are providing them to the applicable payment processor.
We may have access to view portions of your payment information via the third-party payment processor, however, we do not collect or store your full credit card information ourselves. You acknowledge that third-party payment processes may have their own terms and conditions that apply to you.
All discount coupon codes will be issued and accepted at our sole discretion and will not be applicable on products that are already marked on sale, clearance, liquidation etc.
ACCEPTANCE OF RISK AND DISCLAIMERS
Everything on the Website, including all products available for order, are provided "as is" and “as available” without warranty of any kind including all implied warranties and conditions of merchantability and fitness for a particular purpose. We hereby disclaim all warranties and conditions of any kind, whether express, implied or statutory.
You agree that, while we strive to have the Website error free and uninterrupted, we do not guarantee the absence of errors or interruptions. You agree that we shall not be held liable for any damage such errors or interruptions may cause. We make no representations and grant no warranties as to the uptime of Website. We may also perform scheduled maintenance which will result in the Website being unavailable for certain periods of time.
As a result of malicious or inadvertent third-party acts, the Website could include bugs, viruses, trojan horses, or other damaging or malicious computer programs or software, and the Website provided could be interrupted or ceased from time to time. The use of the Website or the downloading or other acquisition of any materials through the Website is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage you may suffer, whether to your computer system, loss of data or otherwise.
LIMITATION OF OUR LIABILITY
ASIDE FROM ANY AMOUNTS WE PROPERLY OWE YOU IN CONNECTION WITH A PRODUCT RETURN, YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU, HOWSOEVER CAUSED (INCLUDING BY NEGLIGENCE OR OTHERWISE), FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES YOU SUFFER ARISING IN CONNECTION WITH (I) THESE TERMS OR AN ORDER YOU PLACE WITH US; OR (II) OUR RELATIONSHIP WITH YOU; OR (III) THE USE OF OR INABILITY TO USE OUR WEBSITE; OR (IV) THE USE OF OR INABILITY TO USE OUR PRODUCTS, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR ANY PRODUCTS ORDERED FROM OUR WEBSITE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, PARTNERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR REMEDIES ARE LIMITED TO (I) REQUESTING A RETURN OR EXCHANGE PURSUANT TO OUR RETURN AND EXCHANGE POLICY (ABOVE), IF APPLICABLE; AND (II) DELETING YOUR ACCOUNT WITH US, IF YOU HAVE ONE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE FOR ANY REASON, OR OTHERWISE IMPOSES LIABILITY ON US OR SUCH THIRD-PARTIES, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR PRODUCTS, OR IN ANY WAY RELATED TO THESE TERMS OR OUR RELATIONSHIP WITH YOU, BE MORE THAN (I) THE AMOUNTS PAID BY YOU TO US OVER THE PRECEEDING THREE (3) MONTHS (IF ANY) FROM THE DATE YOU FIRST RAISE YOUR CLAIM WITH US; OR (II) CAD $25.00, WHICHEVER IS GREATER.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
You agree that any provision of these Terms in which you covenant or which obligates you to limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as our directors, officer, shareholders, employees, licensors, contractors and others), that such covenants and obligations are accepted by us as agent and trustee for each such third-party. Tropic N Reef Aquariums Inc. hereby declares itself trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by Tropic N Reef Aquariums Inc. on behalf of any such third party.
Without limiting any other section of these Terms, you agree that we shall not be responsible for any damages you suffer arising from the acts or omissions, including the negligent acts or omissions, of other users of the Website, our independent contractors, payment processors or third-party suppliers or service providers.
INDEMNIFICATION AND HOLD HARMLESS
Ownership of the Website and Its Contents
Our Website contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on the Website without the express consent of the owner. Without limiting the forgoing, you are not permitted to use any trademark or trade name of Tropic N Reef Aquariums Inc., including our logo without our express permission.
Our Website may permit you and other users the ability to upload and post content, including comments ("User Content"). We do not pre-screen User Content uploaded or posted to the Website by you or other users. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Website.
In addition to our Acceptable Use policy below, you agree not to use the Website in any manner which may infringe copyright or other intellectual property rights of any third party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, obscene or in violation of these Terms.
We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party's intellectual property rights, these Terms or any policy incorporated by reference herein.
We do not consider proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements you provide us (“Feedback”) to be confidential information. If you send any Feedback to us, you acknowledge and agree that we shall not be under any obligation of confidentiality with respect to the Feedback and nothing in these Terms limits or restricts our right to independently use, develop, evaluate, or market products or services, whether incorporating the Feedback or otherwise.
By displaying your User Content and the content of other users on our platform, we do not endorse that content or its accuracy or reliability. We make no representations or warranties in respect of such content. You review, access and rely on that content at your own risk.
To the extent we permit you to review products on our Website you agree to only leave authentic reviews which reflect your actual experience with our products. We may remove reviews which we deem, in our sole and absolute discretion, to be inauthentic, defamatory, or otherwise in breach of our User Content rules, below.
You agree to use our Website in accordance with the following acceptable use and code of conduct guidelines. You agree that you:
Will not use the Website in a way that has any unlawful or fraudulent purpose or effect;
Will comply with all applicable laws, rules and regulations;
Will not use or disclose personally identifiable information belonging to others except (i) with their consent; and (ii) in accordance with applicable privacy laws, rules and regulations;
Will not upload, copy, distribute, share or otherwise use or generate data or content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, sexual in nature, threatening, racially or ethnically offensive or abusive, that would violate a third party’s rights (including their intellectual property rights), constitute or encourage a criminal offense or give rise to civil liability or damages;
Will not upload, transmit, disseminate, post, share, store, use any content, data or information, perform any services or do anything that infringes on, or contributes to any infringement of, any intellectual property rights; including copyright, trademark, patent or trade secret rights, whether of ours or any third party;
Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
Will not impersonate any person or entity;
Will not upload, copy, distribute, share, create or otherwise use content, code or information that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
Will not access the Website by any means other than through the interface provided by us for use.
Will not use any software bot or data scraping techniques that accesses the Website to scrape or pull data for any purpose, whether such data was displayed publicly or not.
Will not collect, harvest or store any personally identifiable information, including user account information, from us;
Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website and its underlying software code; and
Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website.
We may, but have no obligation to, remove or block users or their Internet Protocol addresses from the Website that we determine, in our sole discretion, to have, or which may reasonably appear to have, violated these Terms.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website, please notify us at firstname.lastname@example.org. While we take no responsibility for any user or supplier who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.
Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users may provide links and references to material on other websites or social media accounts not owned or operated by us. Links found on our Website or our own social media or other marketing materials are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
Law of the Contract (Governing Law) and Jurisdiction
These Terms, all documents incorporated by reference and your relationship with us, shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) without regard to any conflicts of laws principles or any other legislation of any other jurisdiction.
You agree to irrevocably and unconditionally submit to the exclusive personal jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us arising from these Terms or your use of the Website.
The Convention on Contracts for the International Sale of Goods shall not apply or govern the relationship between the parties hereto.
If any provision of these Terms (or part thereof) are found to be unlawful, void, or for any reason unenforceable, then that provision, or the applicable part thereof, shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
No Interpretation Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship.
Waiver of Class Proceedings and Trial by Jury
To the extent permitted by law, you waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns, officers and directors. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
You can terminate your account with us at any time. To do so, please contact us by email or follow the links in your account. We reserve the right to suspend your account or access to our Website at any time, with or without cause, and with or without notice.
The cancellation, suspension or termination of access to our Website, or your account, shall not terminate this agreement. Without limiting the foregoing, any provision of these Terms concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
Assignment of this Agreement
You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website, the transfer of control of Tropic N Reef Aquariums Inc., or otherwise.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us or using our Website, you may be required, or by your actions may be deemed, to consent to the terms of agreements provided by third-party service providers, including for example, payment processors, social media providers, credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.
AS OUR WEBSITE AND PRODUCTS CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE, YOU ARE RESPONSIBLE FOR PERIODICALLY REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, PLEASE STOP ACCESSING THE WEBSITE AND TERMINATE YOUR ACCOUNT. WE MAY ALSO UNDERTAKE TO SEND YOU NOTICE OF ANY CHANGES TO THE TERMS OR POLICIES.