Terms of service

Last modification: December 16, 2019

  1. ACCEPTANCE OF TERMS OF SERVICE 

This is an agreement between Eddyfi NDT Inc. ("Eddyfi" or “we”), owner and operator of the website accessible at shop.eddyfi.com (the "Platform"), and you, a user of the Platform (“you” or a “user”). Please read these Terms of Service carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to be bound by these Terms of Service.

Eddyfi offers the Platform, including all information, tools, products and services available from this Platform to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated herein. If you do not agree to all the terms and conditions set forth in these Terms of Service, then you shall not access the Platform or use the Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

By using the Platform including the products and services offered on the Platform, you engage in our “Service” (the “Services”), and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlinks, notably Eddyfi’s Personal Information Protection Policy found at https://eddyfi.com/en/privacy-policy. These Terms of Service apply to all users of the Platform, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. Without limiting the generality of the foregoing, the Terms of Service contain the terms and conditions of sale of any product or service purchased by you through the Platform.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Platform. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Platform following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

  1. USE OF PLATFORM 
  • Functionalities. The Platform is a transactional webstore that allows the user to purchase NDT products and services offered by Eddyfi. It may also allow you to purchase access to different software relating to the products offered.
  • Minimum Age. You represent that you are at least the age of majority in your state or province of residence, or that you are at least the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Platform.
  • Access and Use. During the term of this agreement, Eddyfi grants you a limited, non-exclusive, non-transferable right to access and use the Platform, for a licit use in accordance with the Terms of Service (the “Authorized purposes”).
  • User Conduct. You may not engage in any of the following prohibited activities:
    • using the Platform for purposes other than the Authorized purposes;
    • copying, distributing, or disclosing any part of the Platform in any medium, including by any automated or non-automated web scraping tools or technique;
    • using any automated system, including "robots", “crawlers”, "spiders", and "offline readers", to access the Platform;
    • attempting to interfere with the servers running the Platform, compromise their system integrity or security, or decipher any transmissions to or from them;
    • taking any action that, at our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on the Platform infrastructure;
    • uploading invalid data, viruses, worms, or other malware through the Platform;
    • collecting, extracting or harvesting any personally identifiable information, including account names, from the Platform;
    • impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
    • interfering with the proper working of the Platform;
    • accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; or
    • bypassing the measures that Eddyfi may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on the use of the Platform or the content therein.

2.5. Investigation and Prosecution. Eddyfi shall have the right to investigate and prosecute any violations of the Terms of Service, to the fullest extent permitted by law. You acknowledge that Eddyfi has no obligation to monitor your access to or use of the Platform, but has the right to do so, to ensure compliance with the Terms of Service or applicable laws, orders or requirements or a court or governmental body. In case of violation of these Terms of Service, Eddyfi shall have the right, at any time and without prior notice, to disable your access or use to the Platform.

  1. ELECTRONIC COMMUNICATIONS 

When you provide Eddyfi with your email address via the Platform, you expressly consent that Eddyfi will keep your email address in its databases or that it may use such email address in its mailing list to communicate with you to (i) conduct surveys or verification relating to the Platform, namely its functionalities, user-friendliness or your appreciation of the Platform, (ii) offer you advantages or promotions offered by Eddyfi, or (iii) any other purpose relating to the Platform or security of users. 

  1. PURCHASE ORDERS AND SALES 

4.1. Purchase Orders. You must submit a purchase order for our products (“Purchase Orders”) on our standard purchase order form made available to you via the “Your Cart” function of the Platform.

4.2. Product not in stock. If the product you ordered is not in stock, Eddyfi can notify you of the waiting period and send you an email once the product has been shipped.

4.3. Encryption of data. You accept that your data (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfers over networks.

4.4. Price, Invoicing and Payments 

4.4.1. Price. You shall pay Eddyfi’s list price for each product or service, as listed on the Platform. 

4.4.2. Payment and Taxes. Eddyfi will invoice you and requires and will collect full payment for the goods or services that are the object of the Purchase Order upon receipt of such Purchase Order. All payments must be made without any deduction for or on account of any taxes, charges, fees and withholdings of any nature, unless if required by law. In such a case, you will pay us any additional amount necessary to ensure receipt by us of the full amount which would have been received but for the deduction. 

4.4.3. Invoice and Receipt. Eddyfi shall send or give you access to the invoice for each Purchase Order, and a payment receipt upon receipt of a payment for the products or services that are the object of the Purchase Order. Eddyfi will make and send or notify you of each invoice and payment receipt in writing at the email address that you provided in the Purchase Order.

4.5. Delivery of goods 

4.5.1. Delivery. Eddyfi will deliver each order of products via a courier service and to the location specified in the applicable Purchase Order. All delivery times are estimated and Eddyfi cannot be held responsible for any delay in delivery.

4.5.2. Claim for errors in shipment. No claim for errors in shipment will be considered by Eddyfi unless you make it within ten (10) days of your receipt of the product purchased through the Platform. 

4.5.3. Eddyfi’s principal obligation. Eddyfi’s principal obligation is presumed to have been performed if Eddyfi attempted to perform it on the date specified in the Purchase Order, or at a later date agreed in writing by you and Eddyfi, or on the date specified in a notice sent to you within a reasonable time, but was prevented from doing so by your actions or negligence.

4.5.4. Risk of loss. Delivery is either FCA (manufacturing site) or DDP, as selected at the time of purchase in the Purchase Order, in accordance with INCOTERMS 2010.

4.5.5. Impossible to deliver. If a Purchase Order is returned to Eddyfi as undeliverable by the courier service or refused by the receiver, you are responsible for all applicable shipping, customs, and other charges associated with returning the products to us. 

4.5.6. Right to cancel. In the situation described in section 4.5.5, Eddyfi may, at its discretion, (i) refuse to cancel the Purchase Order, in which case you must make arrangements for the reshipping of the products to you at your cost, or (ii) cancel the order and charge you a restocking fee as determined by Eddyfi.

4.5.7. Cancellation by user. In any case, no order may be cancelled by you, in whole or in part, without Eddyfi prior written approval, which approval is discretionary. In any event, any approved cancellation is subject to assessment of a cancellation fee as determined by Eddyfi.

4.5.8. Non-refundable costs. The shipping costs of an undeliverable or refused package, as set out in section 4.5.5, are not eligible for a refund. 

  1. REFUND, RETURN AND RESTOCKING CONDITIONS 

5.1. Consideration of returns. Eddyfi may at its discretion consider a return of the products provided that (i) a demand is made within fifteen (15) days following the delivery of the products, (ii) the products have not been used, (iii) the products are returned in their original packaging and (iv) the products are not custom products.

5.2. Acceptation of returns. Eddyfi typically offers no refund, no return and no restocking of products or services purchased through this Platform. If Eddyfi allows you to return a product as described in section 5.1, a Return Authorization Number (“RAN”) will be issued by Eddyfi and provided to you and the return will be subject to a return or restocking fee as determined by Eddyfi.yfi. 

5.3. Shipping of returns. All returned products shall be sent by you to Eddyfi through prepaid freight in packaging appropriate to prevent damages in transit. Damages to returned products while in transit or in your possession will be charged back to you.

5.4. Rejection. In the event that, depending on the condition of the product, the return is refused, the product cannot be credited for an exchange and will be returned to you at your expense.

5.5. Not approved returns. ANY ITEM RETURNED WITHOUT EDDYFI’S PRIOR WRITTEN APPROVAL AND THE RETURN AUTHORIZATION NUMBER ISSUED BY EDDYFI WILL NOT BE REFUNDED.

  1. PRODUCTS OR SERVICES 

6.1. Colors and images. Eddyfi has made every effort to display as accurately as possible the colors and images of our products that appear on the Platform. Eddyfi cannot guarantee that your computer monitor's display of any color will be accurate nor that the product you receive will be exactly as shown on the Platform. 

6.2. Modification to price and discontinuance. Prices for our products and services are subject to change without notice. Eddyfi reserves the right at any time to modify or discontinue any product or service (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any product or service.

6.3. Limitations of sales. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. Any offer for any product or service made on this Platform is void where prohibited.

6.4. Additional limitation of sales. Eddyfi may, in its sole discretion, limit or cancel the quantities purchased per person or order, including orders placed by or under the same customer account, the same credit card or orders using the same billing or shipping address. Eddyfi reserves the right to limit or prohibit Purchase Orders that, in its sole judgment, appear to be placed by dealers, resellers or distributors or persons purchasing products for rental purposes.

6.5. Operation of products. You shall ensure that any product purchased by you through this Platform is operated by qualified and experienced personnel and in accordance with (a) training and operating instructions supplied by Eddyfi from time to time; (b) conditions of coverage in all applicable-insurance policies; and (c) all applicable laws, codes and regulations. You shall at all time use reasonable and proper care in the custody and operation of any product purchased by you through this Platform. 

6.6. Illegal use. You may not use our Service or any of our products or services purchased through the Platform for any illegal or unauthorized purpose nor may you, in the use of the Service or such products or services, violate any laws in your jurisdiction.

6.7. No representation on accuracy. We are not responsible if information made available on this Platform is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

  1. ACCURACY OF BILLING AND ACCOUNT INFORMATION 

7.1. Cancellation notification. In the event that Eddyfi make a change to or cancel an order, it may attempt to notify you by contacting the e-mail and/or billing address and/or phone number provided at the time the Purchase Order was made.

7.2. Up-to-date information. You agree to provide current, complete and accurate purchase and account information for all Purchase Orders made on the Platform. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that Eddyfi can complete your transactions and contact you as needed.

  1. LIMITATIONS RELATING TO THE PRODUCTS 

8.1. Information. You must provide us with your exact and accurate customer information and end-use of the products or services purchased through this Platform and, as the case may be, if you intend to resell, transfer or make available the products purchased through this Platform to a third party, exact and accurate information regarding the end-users and their end-uses of the products and services in order to allow us to conduct appropriate export control and other verifications as required pursuant to applicable laws.

8.2. Compliance with export control regulations. You must comply with, and take no action which may cause us to be in violation of, any applicable laws and regulations, including but not limited to export control laws and regulations, sanctions or equivalent measures applicable in Canada, the United States, France, United Kingdom, the European Union or other jurisdictions (the “Export Control Laws”).

8.3. Sanctions and restrictions. You shall use the products and services purchased through this Platform only in accordance with applicable laws and regulations. By submitting a Purchase Order, you represent that you are not an individual or entity subject to sanctions or restrictions or that is otherwise ineligible to receive or use the products or services sold through this Platform under applicable Export Control Laws, and you undertake to not sell, export, re-export, transfer or otherwise make available the products and services sold through this Platform to countries or to individuals or entities that are subject to sanctions or restrictions or are otherwise ineligible to receive or use them under Export Control Laws. In addition, you shall ensure than any end-use of the products or services purchased through this Platform by yourself or any third party to whom they are intended to be resold, transferred or otherwise made available complies with Export Control Laws before purchasing our products and services. For indicative purposes, the following countries are currently subject to sanctions: Belarus, Democratic People’s Republic of Korea (North Korea), Sudan, Iran and Syria. This list is not exhaustive. The countries and the individuals and entities that are subject to sanctions or restrictions may change at any time. It is your responsibility to ensure that you have updated and current information on sanctions and restrictions.

8.4. Responsibility. By using the Platform, you are expressly assuming all responsibilities for ensuring that the products that you are purchasing through our Platform are sold, exported, re-exported and used in accordance with applicable laws and regulations.

  1. LIMITED WARRANTY 

9.1. Limited product warranty. Products such as instruments, mechanical products, spare parts, probes and cables are warranted, to the original customer only, for use solely by the original customer or a direct affiliate, against defects in material and workmanship for a period of twelve (12) months from the date of delivery. Upon your written request during the warranty period, Eddyfi, in its sole discretion, will repair or replace the defective products within a reasonable time. The original term of warranty applies, without extension, for repaired or replacement products. All defective products shall be sent to us with freight prepaid by you in packaging appropriate to prevent damages in transit. You assume the risks for damages to products while in transit. Eddyfi will not cover any damage to products in transit. You must contact us via e-mail at eStore@eddyfi.com before returning any products in order that we issue an authorisation number. We will not accept products sent to us without a prior issued authorization number

9.2. Probes and cables. Probes and cables are considered consumables and require periodic replacement due to wear. Eddyfi does not warrant the service life of probes or cables.

9.3. Warranty not applicable. Eddyfi does not warrant any products against defects caused by misuse, abnormal operating conditions, alterations or damages caused by events beyond our control.

9.4. Periodic calibration and minor maintenance. The limited product warranty does not apply to periodic calibration or minor maintenance as described in product operating manuals.

9.5. Technical support. Eddyfi has no obligation to provide technical support and expertise for hardware products that are not under a valid calibration certificate or under a valid Hardware Maintenance Plan or for software that has not been updated to the latest version available under a Software Subscription Agreement or a Software Maintenance Plan.

9.6. Optional tools. Eddyfi may provide you with access to third-party tools over which Eddyfi neither monitor nor have any control nor input. You acknowledge and agree that Eddyfi provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Eddyfi shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third-party provider(s).

9.7. Limited service warranty. Eddyfi will perform services purchased through this Platform in a professional and competent manner. If there is a specific problem with the quality of the services performed by Eddyfi, you shall inform Eddyfi in writing at eStore@eddyfi.com and, if feasible, the services will be re-performed at no additional charge. If re-performance of the service is not feasible, you and Eddyfi shall negotiate in good faith to arrive at an equitable settlement.

9.8. No other warranty. REGARDLESS OF WHETHER UNDER CONTRACT OR TORT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, THE LIMITED PRODUCT WARRANTY AND LIMITED SERVICE WARRANTY SET FORTH HEREIN ARE EXCLUSIVE AND NO OTHER WARRANTY, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY. THESE LIMITED PRODUCT WARRANTY AND LIMITED SERVICE WARRANTY ARE OUR SOLE LIABILITY WITH REGARDS TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THIS PLATFORM.nt. 

  1. INTELLECTUAL PROPERTY 

10.1. Trademarks. All trademarks (including words, expressions and logos) used by Eddyfi and its affiliates for the purposes of distinguishing or so as to distinguish its own goods or services advertised or promoted on the Platform from those of others are owned by Eddyfi or its affiliates. Eddyfi tradenames and logos are trademarks of Eddyfi or its affiliates, and may not be used, reproduced or imitated, in whole or in part, without the prior written permission of Eddyfi.

10.2. Copyright. All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each of such works reserve all its rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the owner of the copyright, anything that, by the applicable copyright statutes, only the owner of the copyright has the right to do.

10.3. Other rights. This Platform or any part thereof may also be protected by industrial designs or patents. Eddyfi reserves all rights to the Platform, the products or services not expressly granted. You agree not to engage in the use, copying, or distribution of any of the rights other than expressly permitted.

10.4. Intellectual property on products and services. Any and all intellectual property rights (including without limitation patents, trademarks, industrial designs, copyright, trade secrets and any rights to apply for same, database rights, rights in and to confidential information and know-how) and any rights analogous to the same anywhere in the world and existing at any time in products or services purchased through this Platform or arising out of or relating to the design or manufacture of same or the provision of services using same shall belong to and remain vested in Eddyfi.

10.5. Licensed software. Any software related to the products sold through this Platform is subject to a specific Software License Agreement (SLA) or Software Subscription Agreement (SSA). The software is not sold, but subject to a non-exclusive and restrictive license of use. The software must only be used with the software-enable hardware or software key supplied by Eddyfi.

10.6. Feedback. If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, feedbacks, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence, (2) to pay compensation for any comments, or (3) to respond to any Comments.

10.7. No infringement. You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third party.

10.8. Documentation. Eddyfi will, from time to time, provide the user with documentation, online or in any material form, describing the features, operation and use of the Platform (the "Documentation"). The User understands and agrees that he may reproduce and use the Documentation only as necessary to support his use of the Platform.

10.9. Third-party content. Through the Platform, you may have the ability to use and/or access content provided by third parties. Eddyfi cannot guarantee that such third-party content will be free of material you may find objectionable or otherwise. Eddyfi disclaims any responsibility or liability related to your access or use of any third-party content.

  1. CONFIDENTIAL INFORMATION 

11.1. Definition. For the purpose of this Section 11, “Confidential Information” means any material, non-public, business-related information (including any trade secret), whether written or oral, whether or not marked as confidential.

11.2. Obligation of confidentiality. The user must keep confidential all Confidential Information that Eddyfi has disclosed or made available to him, directly or indirectly, by any means of communication or observation. 

11.3. Limited purposes. The user may only use Confidential Information for the purpose of using the Platform.

11.4. Non-disclosure. The user may not disclose Confidential Information to a third party, except to the extent that such disclosure:

  • is allowed by these Terms of Service;
  • has previously been signed by Eddyfi in writing; or
  • is required by law.

    11.5. Notice. The user must notify Eddyfi promptly and in a timely manner if the user is required by law to disclose any Confidential Information or is aware of any unauthorized disclosure of Confidential Information.

    1. HYPERLINKS 

    Certain content, products and services available via our Service may include materials from third parties. Third-party links on this Platform may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of products, goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

    1. DISCLAIMERS 

    THE PLATFORM IS PROVIDED TO YOU "AS IS", WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EDDYFI DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY. EDDYFI MAY UPDATE THE PLATFORM WITHOUT PRIOR NOTICE TO USERS. WHILE EDDYFI DOES EVERYTHING IN ITS POWER TO ASSURE THAT THE INFORMATION PRESENTED ON THE PLATFORM IS COMPLETE AND ACCURATE, EDDYFI CANNOT GUARANTEE THAT SUCH INFORMATION IS FREE FROM ANY ERRORS, OMISSIONS OR INACCURACIES.

    1. LIMITATION OF LIABILITY 

    14.1. You acknowledge and agree that you assume the entire risk arising out of your access or use of the Platform, including licit and illicit uses. To the fullest extent permitted by applicable law, in no event shall Eddyfi or its parent, subsidiaries or affiliates or their respective partners, directors, officers, employees, agents, contractors, subcontractors, interns, suppliers, service providers, licensors, successors and assigns (the “Eddyfi Parties”), be liable for any special, direct, indirect, punitive or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort, or otherwise, arising out of or in any way connected with the use of or inability to use the Platform, including any damages caused by or resulting from reliance by you on any information obtained from the Platform, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance.

    14.2. Eddyfi does not guarantee, represent or warrant that your use of our Platform will be uninterrupted, timely, secure or error-free.

    14.3. You agree that from time to time Eddyfi may remove the Platform for indefinite periods of time and at any time, without notice to you. You expressly agree that your use of, or inability to use, the Platform is at your sole risk.

    14.4. Subject to Section 9 (Limited Warranty), the Service and all products or services purchased by you through the Platform are provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including without limitation all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

    14.5. EDDYFI’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY AND ALL CAUSES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DEFECTS IN THE PRODUCTS OR SERVICES PURCHASED THROUGH THIS PLATFORM SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE APPLICABLE ITEM(S). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EDDYFI BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, DIRECT LIABILITY OR ANY OTHER LEGAL THEORY ARISING FROM THE PURCHASE, USE OR DEFECTS OF PRODUCTS OR SERVICES PURCHASED THROUGH THIS PLATFORM OR OTHERWISE. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR SERVICES OR ANY ASSOCIATED EQUIPMENT, DOWNTIME, LOSS OF DATA, THIRD PARTY CLAIMS, DAMAGE TO PROPERTY OR INJURY TO PERSONNEL. 

    1. INDEMNIFICATION 

    15.1. You undertake to indemnify, defend and hold harmless Eddyfi and the Eddyfi Parties from any claim, demand, liabilities, losses, damages, expenses, suits and judgments, including reasonable attorneys’ fees, made by any third-party due to or arising out of the purchase or use of the products or services purchased through the Platform or your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of any third party.

    15.2. Without limiting the foregoing, you acknowledge that you shall use the products or services purchased through the Platform at your own risk and undertake to indemnify, defend and hold harmless Eddyfi and the Eddyfi Parties from any claim, demand, liabilities, losses, damages, expenses, suits and judgments, including reasonable attorneys’ fees, due to or arising out of injury to, or death of, any person, or from damage to property in connection with or arising from the products or services purchased through the Platform or the use, operation, storage or transportation thereof.

    1. TERMINATION 

    16.1. Termination by Eddyfi. Eddyfi may terminate or suspend your access to or ability to use the Platform immediately, without prior notice or liability, for any reason or no reason, including breach of these Terms of Service.

    16.2. Effect of termination. Upon termination of your access to or ability to use the Platform, your right to use or access the Platform will immediately cease.

    16.3. Survival of provisions. This agreement's provisions that by their nature should survive termination shall survive termination, including ownership and indemnification provisions, warranty disclaimers and limitations of liability. Termination of your access to and use of the Platform shall not relieve you of any obligations arising or accruing prior to the termination or limit any liability that you otherwise may have to Eddyfi or any third party.

    1. MISCELLANEOUS 

    17.1. Governing law. These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein, without application of their conflict of laws rues, and at the exclusion of the Vienna Convention of the United Nations on the International Sale of goods.

    17.2. Force majeure. We are not liable for any delay or failure to perform our obligations hereunder if such delay or failure is caused by circumstances beyond our control, including but not limited to labor dispute, strike, embargo, war, riot, insurrection, civil commotion, fire, flood, accident, storm or any act of God, failure of supplies or transportation, governmental action or other causes beyond our reasonable control.

    17.3. Entire agreement. These Terms of Service and the Personal Information Protection Policy replace any prior agreement between you and Eddyfi and constitutes the entire agreement between you and Eddyfi.

    17.4. Assignment. You cannot assign or transfer these Terms of Service and the Personal Information Protection Policy or any rights or obligations thereto.

    17.5. Headings. The headings used in these Terms of Service are for convenience only and shall not be used to interpret them.

    17.6. Waiver. The negligence or delay by Eddyfi to exercise a right, recourse, power or privilege in accordance with the Terms of Service does not constitute a waiver of such rights, recourse, powers or privileges. To be valid, a waiver must be made by writing and must be signed by Eddyfi. A written waiver to a default cannot be interpreted as constituting a waiver to any other default or default of the same nature which may occur in the future.

    17.7. Invalidity or unenforceability. In the event that one or many provisions of the Terms of Service or the Personal Information Protection Policy is declared invalid or unenforceable or inapplicable by a court of competent jurisdiction, such invalidity or inapplicability will not affect the validity or applicability of the other provisions of these Terms of Service or the Personal Information Protection Policy; these Terms of Service or the Personal Information Protection Policy will then be interpreted as if the invalid or inapplicable provision had never formed part of these Terms of Service or the Personal Information Protection Policy.

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    1. CONTACT US 

    If you have any questions regarding the Platform or your Purchase Order, please contact us at eStore@eddyfi.com. 

    Eddyfi appreciates your comments, questions and feedbacks, which may be sent to the aforementioned email. 

    ANY PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS PLATFORM IS MADE PURSANT TO THESE TERMS OF SERVICE. ALL PURCHASE ORDERS ARE RECEIVED WITH THE UNDERSTANDING THAT THEY ARE PLACED UNDER THESE TERMS OF SERVICE, WHICH HAVE PRECEDENCE OVER AND SUPERSEDE ANY CONDITIONS OR CONFLICTING TERMS SET FORTH IN ANY COMMUNICATION MADE BY YOU.