Sunrise Apothecary Terms of Service
Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using the Sunrise Apothecary Platform, you agree to comply with and be bound by these Terms.
Please note: Section 14 of these Terms contains an arbitration clause and class action waiver that applies to all Sunrise Apothecary Customers. It affects how disputes with Sunrise Apothecary are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.
Thank you for using Sunrise Apothecary!
These Terms constitute a legally binding agreement (“Agreement“) between you and Sunrise Apothecary (as defined below) governing your access to and use of the Sunrise Apothecary website, including any subdomains thereof, and any other websites through which Sunrise Apothecary makes its services available (collectively, “Site“) and all associated services (collectively, “Sunrise Apothecary Services“). The Site Sunrise Apothecary Services together are hereinafter collectively referred to as the “Sunrise Apothecary Platform”. All other terms and policies applicable to your use of the Sunrise Apothecary Platform are incorporated by reference into this Agreement and can be accessed via the Sunrise Apothecary Platform.
When these Terms mention “Sunrise Apothecary,” “we,” “us,” or “our,” it refers to the sun rise Apothecary Ltd., 34030-604 Mount Pleasant Rd, Toronto, Ontario M4S 2M8.
Any and all payment processing services through or in connection with your use of the Sunrise Apothecary Platform (“Payment Services”) are provided to you by Sunrise Apothecary or one or more Sunrise Apothecary entities (individually and collectively, as appropriate, “Sunrise Apothecary”) as set out in these Terms (“Payments Terms”).
Customers (as defined below) alone are responsible for identifying, understanding, and complying with all laws, rules, and regulations that apply to Sunrise Apothecary Services and any Products thereof (as defined below).
1. Scope of Sunrise Apothecary Services
1.1 The Sunrise Apothecary Platform is an online store that enables visitors (“Customers”) to view and purchase health products, vitamins, and supplements (“Products”) sold by Sunrise Apothecary. Customers are individuals viewing and purchasing Products on the Sunrise Apothecary Platform. Customers may use the Sunrise Apothecary Platform to learn more about products, including product descriptions, ingredient lists, and contra-indications (“Materials”).
1.2 Sunrise Apothecary has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Products and (ii) the truth, accuracy, consistency, or stability of any Products or Materials. You should always exercise due diligence and care when deciding whether to purchase and use Products or to rely on any Materials in making purchasing decisions.
1.3 To assist Customers who speak different languages, the Sunrise Apothecary Platform and Sunrise Apothecary Services may be translated, in whole or in part, into other languages. Sunrise Apothecary cannot guarantee the accuracy or quality of such translations and Customers are responsible for reviewing and verifying the accuracy of such translations. The Sunrise Apothecary Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose, and non-infringement.
1.4 The Sunrise Apothecary Platform may contain links to third-party websites, resources, services, or products (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Sunrise Apothecary is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Sunrise Apothecary of such Third-Party Services.
1.5 Due to the nature of the Internet, Sunrise Apothecary cannot guarantee the continuous and uninterrupted availability and accessibility of the Sunrise Apothecary Platform. Sunrise Apothecary may restrict the availability of the Sunrise Apothecary Platform or certain areas or features thereof if this is necessary for a view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Sunrise Apothecary Platform. Sunrise Apothecary may improve, enhance and modify the Sunrise Apothecary Platform and introduce new Sunrise Apothecary Services from time to time.
2. Eligibility and Use of the Sunrise Apothecary Platform
2.1 In order to access and use the Sunrise Apothecary Platform, you must be (i) an individual at least 18 years old or (ii) a duly organized, validly existing business, organization, or other legal entity in good standing under the laws of the country you are established and able to enter into legally binding contracts (“Business Entity”). If you are not yet of legal age to form a binding contract, then you must get your parent or legal guardian to read these Terms and agree to them for you before they use the Sunrise Apothecary Platform for your benefit. If you are a parent or legal guardian and you provide your consent to your child’s use of the Sunrise Apothecary Platform or any Sunrise Apothecary Services, then you agree to be bound by these Terms with respect to your child’s use of the Sunrise Apothecary Platform and any Sunrise Apothecary Services.
2.2 Sunrise Apothecary may make access to and use of the Sunrise Apothecary Platform, or certain areas or features of the Sunrise Apothecary Platform, subject to certain conditions or requirements, such as completing a verification process, registration process, or meeting specific quality or eligibility criteria.
2.3 The access to or use of certain areas and features of the Sunrise Apothecary Platform may be subject to separate policies, standards, or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Sunrise Apothecary Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Sunrise Apothecary Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.2.4 Some areas of the Sunrise Apothecary Platform may implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.
3. Modification of these Terms
Sunrise Apothecary reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Sunrise Apothecary Platform. Changes to these Terms shall be effective upon posting, and you understand and agree that if you use the Sunrise Apothecary Platform after the date on which the Terms have changed, Sunrise Apothecary will treat your access to or use of the Sunrise Apothecary Platform as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement, your continued access to or use of the Sunrise Apothecary Platform will constitute acceptance of the revised Terms.
4.1 You may access and view any content that Sunrise Apothecary itself makes available on or through the Sunrise Apothecary Platform, including proprietary Sunrise Apothecary content, Materials, and any content licensed or authorized for use by or through Sunrise Apothecary from a third party (“Sunrise Apothecary Content“).
4.2 The Sunrise Apothecary Platform and Sunrise Apothecary Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Sunrise Apothecary Platform and Sunrise Apothecary Content, including all associated intellectual property rights, are the exclusive property of Sunrise Apothecary and/or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Sunrise Apothecary Platform or Sunrise Apothecary Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Sunrise Apothecary used on or in connection with the Sunrise Apothecary Platform and Sunrise Apothecary Content are trademarks or registered trademarks of Sunrise Apothecary in Canada and abroad. Trademarks, service marks, logos, trade names, and any other proprietary designations of third parties used on or in connection with the Sunrise Apothecary Platform and Sunrise Apothecary Content are used for identification purposes only and may be the property of their respective owners.
4.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Sunrise Apothecary Platform or Sunrise Apothecary Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sunrise Apothecary or its licensors, except for the licenses and rights expressly granted in these Terms.
4.4 Subject to your compliance with these Terms, Sunrise Apothecary grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) use the Sunrise Apothecary Platform on your personal device(s); and (ii) access and view any Sunrise Apothecary Content made available on or through the Sunrise Apothecary Platform and accessible to you, solely for your personal use.
5. Orders and Payment Terms
5.1 Customers may place orders by selecting the number of Products that they would like to purchase and placing them in the cart. To submit an order, the Customer must provide complete and accurate personal and billing information, as required by Sunrise Apothecary from time to time, to process the order. Orders will not be accepted and are not binding upon Sunrise Apothecary until accepted by Sunrise Apothecary (“Accepted Order”). Orders placed after 5:00 PM (EST) on weekdays or on weekends will not be accepted until the next business day. Upon an order being accepted by Sunrise Apothecary, the Customer will receive an email confirmation summarizing the details and payment obligations of such order. Payment shall be due immediately upon submitting an order to Sunrise Apothecary. Sunrise Apothecary may, in its sole discretion, choose to invoice parts of an order separately.
5.2. All prices listed on the Sunrise Apothecary Platform are indicated as an invitation to treat, without prejudice, and are not contractually binding. Terms of payment are within Sunrise Apothecary’s sole discretion.
5.3 Sunrise Apothecary may charge fees to Customers (“Fees“) in consideration for the use of the Sunrise Apothecary Platform, in connection with the processing of any orders, or for delivery and shipment of any Products in an order.
5.4 Any applicable Fees (including any applicable Taxes) will be displayed to Customers prior to submitting an order on the Sunrise Apothecary Platform. Sunrise Apothecary reserves the right to change the Fees at any time by posting such changes on the Sunrise Apothecary Platform. Such fee changes will not affect any purchases made prior to the effective date of the fee change.
5.5 You are responsible for paying any Fees that you owe to Sunrise Apothecary immediately upon submitting any order to Sunrise Apothecary. Except as otherwise provided in these Terms, all Fees are non-refundable. Sunrise Apothecary reserves the right to make adjustments to the availability of any Products, pricing, offers, and discounts (if any) due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements, and other extenuating circumstances. While Sunrise Apothecary uses reasonable efforts to include accurate and up-to-date information on the Sunrise Apothecary Platform, Sunrise Apothecary makes no warranties or representations as to the accuracy of any Sunrise Apothecary Content on the Sunrise Apothecary Platform. Sunrise Apothecary assumes no liability or responsibility for any errors or omissions in the Sunrise Apothecary Content.
5.6 All orders may have additional shipping and handling charges, which may vary by the number of Products ordered and the shipping location of the Customer. Sunrise Apothecary shall deliver all Accepted Orders to the shipping address detailed in the Customer’s order submission. The customer is solely responsible for ensuring that shipping and billing information is accurate and correct. In some circumstances, international shipping may be available. Please contact Sunrise Apothecary for more information on international shipping rates and whether or not it is available in your jurisdiction.
5.7 Title to Products being purchased is retained by Sunrise Apothecary until Sunrise Apothecary receives payment from Customer for an Accepted Order. Upon Sunrise Apothecary’s receipt of payment from Customer, title passes to the Customer. Loss or damage to Products that occur during shipping shall solely be Customer’s responsibility.
5.8 If the Products herein being purchased are being purchased for the purposes of export outside of Canada, the Customer shall be solely responsible for identifying and obtaining any required licenses, permits, or registrations for any post-purchase activities they wish to engage in. In addition, manufacturers’ warranties for exported Products may vary or even be null and void for Products exported outside Canada. Sunrise Apothecary shall not be liable to Customer for any use or activity mentioned within this Section 5.8.
6. Returns, Exchanges, and Refunds
6.1 Returns. Within 7 days of receiving an order (“Return Period”), the Customer may request a return or refund by contacting Sunrise Apothecary as provided herein. Some Products may have alternate return policies, as listed in the product description. Returns will only be accepted for Products with an intact product seal that shows no signs of tampering, use, or damage to product packaging.
6.2 Defective Products. In the event that Customer receives defective Products, including damaged product packaging and products with a broken seal, or some Products are missing upon delivery of Customer’s order (“Improper Orders”), Customer may request a return or exchange for any parts of the Improper Order by contacting Sunrise Apothecary (“Order Modification Request”) within 24 hours after receipt of such Improper Order (“Improper Order Period”), and by providing the following information: Customer’s full name, order number, items that are damaged or missing from the order, and a brief description of the issue. Sunrise Apothecary may initiate an investigation of any Order Modification Request.
6.3 Remedy for Defective Products. Upon Sunrise Apothecary completing its investigation pursuant to Section 6.2 and being satisfied, in its sole discretion, that the Order Modification Request is true and accurate, Sunrise Apothecary may, in its sole discretion, and only upon Sunrise Apothecary’s receipt of the Improper Order, offer the Customer: (i) a purchase credit for future orders on the Sunrise Apothecary Platform, (ii) offer to deliver the same items to Customer again or any parts thereof, or (iii) issue a full refund for such Improper Order. Sunrise Apothecary will not accept requests to initiate a refund or return after the expiration of applicable time periods described in this Section 6 unless Sunrise Apothecary provides written consent to initiate a return or refund outside of such time periods. Initial shipping fees are non-refundable. The customer shall pay for return shipping costs.
6.4 Shipping Policy. Sunrise Apothecary can ship orders almost anywhere in the world, provided that Sunrise Apothecary reserves the right to cancel any order where Sunrise Apothecary chooses not to fulfill such shipment. Prior to submitting an order on the checkout page, Customers will be required to input their shipping address and will receive an estimate of shipping costs. Orders placed before 5:00 pm (EST) are typically shipped the same day, but in most cases, orders are typically shipped on the next business day. Where Sunrise Apothecary does not have any Products in order in stock, Sunrise Apothecary will ship the Products that are available and ship the stock Products as soon as they become available. Where two shipments are required due to a Product in an order being out of stock, Sunrise Apothecary agrees to pay for the additional shipping expense. While Sunrise Apothecary may provide an estimated shipping time on the order submission page, no shipping estimate is intended to be a guarantee of when the Customer can expect to have its order.
6.5 Modification and Cancellations. Once a Customer has submitted an Order, there is no guarantee that the Customer will be able to cancel or modify such order. If the Customer requests a modification or cancellation of an order within 24 hours of making such order (“Modification Period”), Sunrise Apothecary may attempt to modify or cancel such order, but at no time shall Sunrise Apothecary be obligated to modify or cancel any order. After the expiration of the Modification Period, the Customer may not make an order modification or cancellation request. Instead, Customers must wait until they receive the order and then request a refund in accordance with this Section 6.6.6Option to Cancel or Refund. Sunrise Apothecary reserves the right to cancel, amend and/or refund orders placed without prior consultation.
7. Payment of Fees and Order Cancellation
7.1 All applicable fees, including applicable Fees, shipping and handling fees, and any applicable Taxes (collectively, “Total Fees”) will be presented to you prior to submitting your order on Sunrise Apothecary Platform. You agree to pay the Total Fees in connection with your order.
7.2 In certain circumstances, Sunrise Apothecary may decide, in its sole discretion, that it is necessary to cancel an order and initiate corresponding refunds. This may be (i) where Sunrise Apothecary does not have any Product order in stock; (ii) where Sunrise Apothecary believes in good faith while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Sunrise Apothecary, other Customers, third parties or property, or (iii) for any of the reasons set out in these Terms.
8.1 You understand that any appropriate governmental agency, department, and/or authority (“Tax Authority“) where you are located may require Taxes to be collected from Customers on Fees and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Fees set by Sunrise Apothecary (“Taxes“). The customer is solely responsible for sales and all other Taxes associated with any order.
9. Prohibited Activities
9.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Sunrise Apothecary Platform. In connection with your use of the Sunrise Apothecary Platform, you will not and will not assist or enable others to:
- breach or circumvent any applicable laws or regulations, agreements with third parties, third-party rights, or our Terms, policies, or community standards;
- use the Sunrise Apothecary Platform or Sunrise Apothecary Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Sunrise Apothecary’s endorsement, partnership, or otherwise misleads others as to your affiliation with Sunrise Apothecary;
- use the Sunrise Apothecary Platform in connection with the distribution of unsolicited commercial messages (“spam”);
- misuse or abuse the Sunrise Apothecary Platform or any Sunrise Apothecary Services provided thereof as determined by Sunrise Apothecary in its sole discretion.
- use, display, mirror, or frame the Sunrise Apothecary Platform or Sunrise Apothecary Content, or any individual element within the Sunrise Apothecary Platform, Sunrise Apothecary’s name, any Sunrise Apothecary trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page in the Sunrise Apothecary Platform, without Sunrise Apothecary’ express written consent;
- dilute, tarnish or otherwise harm the Sunrise Apothecary brand in any way, including through unauthorized use of Sunrise Apothecary Content, registering and/or using Sunrise Apothecary or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Sunrise Apothecary domains, trademarks, taglines, promotional campaigns or Sunrise Apothecary Content;
- use any robots, spider, crawler, scraper, or other automated means or processes to access, collect data or other content from or otherwise interact with the Sunrise Apothecary Platform for any purpose;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Sunrise Apothecary or any of Sunrise Apothecary’s providers or any other third party to protect the Sunrise Apothecary Platform;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Sunrise Apothecary Platform;
- take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Sunrise Apothecary Platform;
- export, re-export, import, or transfer Products except as authorized by Canadian law and any other applicable laws; and
- violate or infringe anyone else’s rights or otherwise cause harm to anyone.
9.2 You acknowledge that Sunrise Apothecary has no obligation to monitor the access to or use of the Sunrise Apothecary Platform or to review, disable access to, or edit any Sunrise Apothecary Content, but has the right to do so too (i) operate, secure and improve the Sunrise Apothecary Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Customers’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; or (iv) as otherwise set forth in these Terms.
10. Term and Termination, Suspension, and other Measures
10.1 This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Sunrise Apothecary terminate the Agreement in accordance with this provision.
10.2 You may terminate this Agreement at any time by sending us an email.
10.3 Without limiting our rights specified below, Sunrise Apothecary may terminate this Agreement for convenience at any time by giving you seven (7) days notice via email to your registered email address.
10.4 Sunrise Apothecary may immediately, without notice, terminate this Agreement and/or stop providing access to the Sunrise Apothecary Platform if (i) you have materially breached your obligations under these Terms, any other terms applicable to your use of the Sunrise Apothecary Platform, our policies or community standards, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Sunrise Apothecary believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sunrise Apothecary, its Customers, or third parties (for example in the case of fraudulent behavior of a Customer).
10.5 In addition, Sunrise Apothecary may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, any other terms applicable to your use of the Sunrise Apothecary Platform, our policies or community standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information regarding a Payment Method or during the checkout process or thereafter, (iv) you at any time fail to meet any applicable quality or eligibility criteria, (v) Sunrise Apothecary otherwise becomes aware of or has received complaints about your conduct, (vi) for any amounts you owe under these Terms that are overdue or in default, or (vii) Sunrise Apothecary believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sunrise Apothecary, its Customers, or third parties, or to prevent fraud or other illegal activity:
- cancel your access to the Sunrise Apothecary Platform.
- limit your access to or use of the Sunrise Apothecary, including your ability to make purchases.
In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Sunrise Apothecary and an opportunity to resolve the issue to Sunrise Apothecary’s reasonable satisfaction.
Further, for unsuccessful payment due to card expiration, insufficient funds, or otherwise, we may temporarily suspend your ability to make purchases on the Sunrise Apothecary Platform until we can charge a valid Payment Method.
10.6 If we take any of the measures described above you will not receive any refunds for any amounts that have been paid to Sunrise Apothecary.
10.7 If your access to or use of the Sunrise Apothecary Platform has been limited or this Agreement has been terminated by us, you may not make a Product ordered on the Sunrise Apothecary Platform or access and use the Sunrise Apothecary Platform.
10.8 Sections 5 and 11 to 17 of these Terms shall survive any termination or expiration of this Agreement.
If you choose to use the Sunrise Apothecary Platform or Sunrise Apothecary Content, you do so voluntarily and at your sole risk. The Sunrise Apothecary Platform and Sunrise Apothecary Content is provided “as is”, without warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Sunrise Apothecary Services, laws, rules, or regulations that may be applicable to your use of the Sunrise Apothecary Services and use of any Products you are receiving and that you are not relying upon any statement of law or fact made by Sunrise Apothecary relating to such Sunrise Apothecary Services or Products.
You agree that some Products may carry inherent risk, and by using such Products, you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during, and after your use of such Products.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC’S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Sunrise Apothecary Platform and Sunrise Apothecary Content, delivery of any Products to you, availability of any Products, and use of any Products remains entirely with you. Neither Sunrise Apothecary nor any other party involved in creating, producing, or delivering the Sunrise Apothecary Platform, Sunrise Apothecary Content or the Products will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Sunrise Apothecary Platform, Sunrise Apothecary Content or any Products, (iii) from any communications, interactions or meetings with other Customers or other persons with whom you communicate, interact or meet with as a result of your use of the Sunrise Apothecary Platform, or (iv) from your provision or use of any Products by you, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Sunrise Apothecary has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to refund amounts to applicable Customers pursuant to these Terms, in no event will Sunrise Apothecary’s aggregate liability arising out of or in connection with these Terms and your use of the Sunrise Apothecary Platform including, but not limited to the use of or inability to use the Sunrise Apothecary Platform or Sunrise Apothecary Content and in connection with any Products exceed the aggregate amount you have paid for such order made via the Sunrise Apothecary Platform or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Sunrise Apothecary and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
To the maximum extent permitted by applicable law, you agree to release, defend (at Sunrise Apothecary’s option), indemnify, and hold Sunrise Apothecary and its affiliates and subsidiaries, including but not limited to, Sunrise Apothecary’s officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our policies or community standards, (ii) your improper use of the Sunrise Apothecary Platform or any Sunrise Apothecary Services, (iii) your use of any Products, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use, or (iv) your breach of any laws, regulations or third party rights.
14. Dispute Resolution and Arbitration Agreement
14.1 Overview of Dispute Resolution Process. Sunrise Apothecary is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Sunrise Apothecary: (1) an informal negotiation directly with Sunrise Apothecary, and (2) a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 17).
14.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Sunrise Apothecary each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Sunrise Apothecary by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).
14.3 Agreement to Arbitrate. You and Sunrise Apothecary mutually agree that any dispute, claim, or controversy arising out of or relating to these Terms, any other terms applicable to you or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Sunrise Apothecary Platform, the Products or the Sunrise Apothecary Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Sunrise Apothecary agree that the arbitrator will decide that issue.
14.4 Exceptions to Arbitration Agreement. You and Sunrise Apothecary each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
14.5 Modification to ADRIC Arbitration Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Sunrise Apothecary agrees that any required arbitration hearing may be conducted, at your option, (a) in Calgary, Alberta; (b) in any other location to which you and Sunrise Apothecary both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc.
14.6 Modification of ADRIC Arbitration Rules – Legal Fees and Costs. You and Sunrise Apothecary agree that Sunrise Apothecary will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. You may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Sunrise Apothecary agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.
14.7 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
14.8 Jury Trial Waiver. You and Sunrise Apothecary acknowledge and agree that all Disputes that may arise are likely to involve complicated and difficult issues and, therefore, we each irrevocably and unconditionally waive any right to a trial by jury as to all Disputes. You acknowledge that you (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgments in this Section.
14.9 No Class Actions or Representative Proceedings. You and Sunrise Apothecary acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class Customer in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless you and Sunrise Apothecary both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute, and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 17.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and you and Sunrise Apothecary agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.
14.10 Severability. Except as provided in Section 17.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
14.11 Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Sunrise Apothecary changes this Section 17 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Sunrise Apothecary (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Sunrise Apothecary.
14.12 Survival. Except as provided in Section 17.10 and subject to Section 13.8, this Section 17 will survive any termination of these Terms and will continue to apply even if you stop using the Sunrise Apothecary Platform or terminate your Sunrise Apothecary Account.
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Sunrise Apothecary Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Sunrise Apothecary Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
16. Applicable Law and Jurisdiction
16.1 The Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Sunrise Apothecary Platform, notwithstanding your domicile, residency, or physical location. You hereby attorn to the exclusive jurisdiction of the courts of the Province of Alberta and all courts competent to hear appeals therefrom, unless we both agree to some other location. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
The Sunrise Apothecary Platform is intended for use only in jurisdictions where it may lawfully be offered for use.
17. General Provisions
17.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards, these Terms constitute the entire Agreement between Sunrise Apothecary and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Sunrise Apothecary and you in relation to the access to and use of the Sunrise Apothecary Platform.
17.2 No joint venture, partnership, employment, or agency relationship exists between you and Sunrise Apothecary as a result of this Agreement or your use of the Sunrise Apothecary Platform.
17.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.
17.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
17.5 Sunrise Apothecary’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
17.6 You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Sunrise Apothecary’s prior written consent. Sunrise Apothecary may, at its sole discretion, without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder. Your right to terminate this Agreement at any time remains unaffected.
17.7 Unless specified otherwise, any notices or other communications to Customers permitted or required under this Agreement, will be provided electronically and given by Sunrise Apothecary via email, Sunrise Apothecary Platform notification, or messaging service (including SMS).
17.8 If you have any questions about these Terms please email us.