TERMS AND CONDITIONS

Terms and Conditions

RSD Distribution Inc. trading as RSD Bikes (“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://rsdbikes.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.

AMENDMENTS

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.

Privacy

We collect and use your personal information in accordance with our privacy policy, which is incorporated by reference as available on our Website at https://rsdbikes.com/privacy-policy/. By using our Website you consent to such processing and you represent that all information provided by you is accurate.

Establishing an Account

You may browse the public facing sections of our Website without establishing an account or providing us with any personal information. You may also be permitted to place orders as a guest, without registering an account.

However, 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 our Website.

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.

Account Security

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. 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 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.

Prices

Where prices and pre-order deposit amounts 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 (even after we have initially accepted them). All orders are also subject to product availability and if not available, pre-order deposits are accepted as described herein and on the Website.

Currency

We have both a US and Canadian version of our Website. The US version is hosted at https://www.rsdbikes.com/?to=US (“US Site”) and the Canadian Version is hosted at https://www.rsdbikes.com/?to=CA (“Canadian Site”). Prices displayed on the US Site are in US Dollars. Prices displayed on the Canadian Site are in Canadian Dollars. The Canadian Site is for Canadian residents only.

CAUTION REGARDING THE USE OF VPN’s: We highly recommend that if you currently use a Virtual Private Network (“VPN”), to disable it temporarily when you visit our Website. Our Website references your IP address location at the time of checkout in order to direct you to the appropriate version of our Website (and therefore the currency paid at checkout). It is your obligation to ensure you are on the correct version of our Website, at the applicable sub-domain above, with the correct currency based on your shipping address.

SHOULD YOU PLACE AN ORDER IN THE WRONG CURRENCY ON THE INCORRECT VERSION OF OUR WEBSITE YOUR ORDER WILL BE CANCELLED AND A REFUND WILL BE ISSUED, MINUS THE CANCELLATION FEE (BELOW), WHICH WILL BE AUTOMATICALLY DEDUCTED FROM THE REFUND.

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;
Cancel the ability to use coupon codes or other discounts; and
Reject, correct, cancel or terminate any order, including accepted orders for any reason.

PRE-ORDER DEPOSITS

As a result of supply chain shortages and manufacturing delays, some of our products are not available immediately in our inventory. In such circumstances, we accept payment on the Website of a partially refundable deposit towards your order. For further details, see the heading ‘Cancellation Policy’, below.

Payment of the deposit secures your order but also allows us to estimate our seasonal needs for the applicable product.

On the applicable “shop” page for the product, we quote you an estimated delivery timeframe or delivery range as to when we expect your products to be available for shipment. Those dates are estimates only.

After paying a deposit, the balance of the purchase price for your order will be due one to two weeks prior to shipping. We will send you an invoice accordingly. Following an email notice to you that your items are available to be shipped, you will have a period of five (5) business days to complete payment of your order before we may sell the products to a third party. In such circumstances, further delays may persist if we are subsequently out of stock of the products you ordered.

Price Fluctuation After a Deposit is Paid

As a result of the ongoing fluctuations in prices from our suppliers and changing shipping prices, the prices displayed on our Website at the time you place your order and pay a deposit may change at the time your products are ready to ship. If you wish to proceed with your order at that time, you will be required to pay the full then current price of your items at the time the products are ready to ship. However, where the price of products you have paid a deposit for increases, you will be given an opportunity to cancel your order before making final payment. See our ‘Cancellation Policy’, below.

While we are happy to accept additional deposits or fully paid orders for items not in stock, such pre-payments do not guarantee the price of a bike or the shipping cost. Such pre-payments will constitute deposits under these Terms.

CANCELLATION POLICY

If you wish to cancel an order after we have sent an email notice that the order shipment is ready or if you paid for the order and decide to cancel it prior to shipping:

You may do so for a cancellation fee of $35.00 in the applicable currency you paid in (the “Cancellation Fee”).
In addition to the Cancellation Fee, you will be required to pay an administrative fee of 10% of the overall value of the item(s) being cancelled if the item is or later became ready for shipment (the “Admin Fee”).
The Cancellation Fee and the Admin Fee will not apply in the event you cancel your order, for items in-stock and available to ship, within 12 hours of placing it.
You agree that we may deduct the Cancellation Fee and the Admin Fee from any refundable portion of your deposit or payment you have made to us that will otherwise be owing to you upon processing the cancellation.
This Cancellation Policy is in addition to our Return Policy.

CANCELLATION WHERE A DEPOSIT WAS PAID

Subject to the above Cancellation Fee, in the event you paid a deposit for your order, we will refund all but $100 (in the same currency you paid; either CAD or USD) of your overall deposit amount, assuming your deposit was more than $100.

Notwithstanding the foregoing, we agree to refund your entire deposit in the event you cancel your order (i) within 48 hours of placing it; or (ii) because a product you ordered is not ready to be shipped one (1) month after the original estimated date or range provided on the applicable product shop page; or (ii) because the product you ordered increased in price from the date of your order to the date we are ultimately ready to ship and bill you for your order. See the heading ‘Price Fluctuation After a Deposit is Paid’ above.

In all other circumstances (aside from those described above), you will not be eligible for a refund of all or any portion of your deposit.

Coupon Codes

Orders for In-Stock Items Available to Ship: Coupon codes may only be used on regular-priced items at the time of the original purchase. Coupon codes are not valid for sale-priced items, and may not be applied retroactively. Cancelled orders that are in process are subject to the Cancellation Fee and the Admin Fee referenced herein, so please make sure to insert any coupon code you have on the Website at the time of your order.

Pre-orders (i.e. Where Deposits Are Paid): Should you fail to enter a coupon code at the time of your pre-order deposit payment you will have a grace period of five (5) days to get in touch with us for an adjustment by applying a coupon code. The price adjustment, if requested within the five (5) day period, will take place once your order is ready to ship. Cancelations are still subject to the Cancellation Fee and Admin Fee. We do not provide any exceptions to the five (5) day period. When using a coupon code for a pre-order, the coupon code is valid for the entire amount of the bike or frame, excluding shipping fees, assembly fees or any miscellaneous items. The full amount of the coupon value will be deducted from the final invoice when the balance is due prior to shipping.

Returns

Our return policy is incorporated by reference as available on our Website at https://rsdbikes.com/returns-policy/.

SHIPPING (FEES, TAXES AND DUTIES)

US Only: For US customers shipping to major US cities (as determined by our shipping providers who will charge us an additional fee for rural or remote addresses) within the Lower 48 States (i.e. all states except Alaska and Hawaii) all taxes, duties and shipping costs are included in the prices listed on our Website’s “Shop” page only. If you are located outside the Lower 48 States but still in the US, shipping costs will be additional. Taxes and duties, however, are included in the price on our Website’s “Shop” page.

Canada Only: For Canadian customers shipping to major Canadian cities (as determined by our shipping providers who will charge us an additional fee for rural or remote addresses) in the 10 provinces, shipping fees are included in the price on our Website. Applicable sales taxes will be added to your order at checkout based on the province you are shipping to.

Rural Areas of Canada (and all Canadian Territories) and the US: For shipping outside of the major cities referenced above, a shipping surcharge will apply to your order, in addition to applicable sales taxes. If you are located in Canada or the US, but outside of a major city, you may (i) reach out to us at info@rsdbikes.com before making your purchase to get a quote on the extra shipping charges and taxes; or (ii) place your order online and we will contact you with the applicable invoice. To date, we have only applied shipping surcharges between $15 to $100, at most, based-on rates from shippers we use. However, we encourage you to contact us in advance for a specific quote. If you elect to cancel your order due to additional shipping fees, our Cancellation Policy applies.

Outside of Canada and the US: If you are outside of Canada and the US email us for a shipping quote at info@rsdbikes.com. Additional fees, sales taxes, value added taxes and duties will apply to your order, even if not listed on the Website. Such additional charges will vary from country to country and shall be your responsibility to pay in connection with your order once the product enters your country.

ESTIMATED SHIPPING TIMES (FOR PRODUCTS IN-STOCK AND AVAILABLE TO SHIP)

For products in-stock and available to ship, orders generally ship from our facility in North America within 1 to 3 business days.

The estimated timeframe in which your pre-order (out of stock) items will be ready to ship, and for which you are paying a deposit, are specified on the applicable product page.

Payment

We use third-party payment processors to process payments made by you on the Website. Our third-party payment processors include Paymentech, LLC and their affiliated and related entities worldwide. 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.

Use of Visa/Mastercard Pre-Paid or Gift Cards

Whether you are placing a pre-order deposit or simply just an order of an item in-stock and ready to ship, the use of gift cards is acceptable but only under these conditions:

Should you need to cancel an order and require a refund, the refund can ONLY be refunded to the original card number used for your order. THERE ARE NO EXCEPTIONS. Charges cannot be refunded to any other cards or any other form of payments; and
Should you need to cancel your order and your refund cannot be refunded to the original card used, for any reason, the refund amount will be recorded as a credit only towards a future purchase at rsdbikes.com.

ACCEPTANCE OF RISK AND DISCLAIMERS

Aside from the limited warranty as further described on our Eebsite at https://rsdbikes.com/warranty/ (the “Product Warranty”), 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, fitness for a particular purpose or non-infringement. Aside from the Product Warranty, to the fullest extent not prohibited by any applicable law, we hereby disclaim all other warranties and conditions of any kind, whether express, implied or statutory.

Without limiting the foregoing, we make no warranty that (a) your use of or access to the Website will be uninterrupted, timely, secure, or error-free, or (b) the quality of any products, or accuracy of any information obtained from the Website will meet your expectations or be free from mistakes, errors or defects.

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 (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; (II) DELETING YOUR ACCOUNT WITH US, IF YOU HAVE ONE; AND (III) TO THE EXTENT APPLICABLE, EXERCISING YOUR RIGHTS UNDER THE PRODUCT WARRANTY.

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.

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

YOU AGREE TO INDEMNIFY US, OUR PARTNERS, AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM; (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCOROPRATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; OR (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE.

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 RSD Distribution Inc., including our logo without our express permission.

Your Content

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. Upon request to us, you can delete your User Content at any time if it is posted publicly on our Website.

In addition to our Acceptable Use terms 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.

Acceptable Use

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 place orders with an intention to return products, repeatedly return products resulting either from a single or multiple orders, or return an excessive number of products, which we may determine in our sole discretion;
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 info@rsdbikes.com. 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.

Linked Sites

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.

Severability

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.

Extraordinary Events / Force Majeure

Without limiting any other section of these Terms or terms on our Website, you agree to not hold us, or our employees, contractors or suppliers responsible or liable for the consequences of extraordinary events, including where we may fail to delivery products to you. Examples of extraordinary events include without limitation, the following: (1) acts of God, landslide, flood, tempest, washout, fire, lightning, disaster, earthquakes or storms; (2) actions of military, naval, civil authorities, war, revolution, political disturbance or terrorism; (3) civil disturbance; (4) expropriation, acts or restraints of a governmental body or authority, failure to obtain a requisite permit or authorization from a governmental authority by reason of any statute, law, or order-in-council, or any law, rule, regulation or order duly passed by governmental authorities; (5) unusual delay by common carriers, shippers, suppliers or other third parties we rely upon; (6) sabotage, rebellion, vandalism, riot, blockade, insurrection, strike, lockout or explosions; (7) unreliability or non-availability of labour or contractors, materials, service, equipment, goods, utility, network or facilities; (8) potential or actual outbreaks of disease, viruses or quarantine; (9) anticipated or actual public health orders; (10) cyberattack, malware, discovery of cyber-vulnerabilities, or a denial of service attack; (11) hardware or software or networking or data center issues resulting in decline in reliability or availability; or (12) any other event or eventuality or reasonable possibility of an event that could prevent or materially affect the smooth functioning of our Website and delivery of our products.

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

All policies referred to in these Terms, or anywhere on our Website, are incorporated into these Terms by reference, including, but not limited to, our Privacy Policy and Refund Policy.

Account Termination

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 RSD Distribution Inc., or otherwise.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

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.

Entire Agreement

These Terms, in addition to our Privacy Policy, Refund Policy, terms on our Website and all documents and agreements incorporated by reference form the entire agreement between the parties relating to the matters contained herein and shall not be modified except (i) by publication of a subsequent version of these Terms; or (ii) in writing, in an addendum or other agreement, signed by a duly authorized representative of RSD Distribution Inc.

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