Introduction

Vinyl Wrap Supply Inc. d/b/a Sustainia, can be referenced as, ”Vinyl Wrap Supply Inc.”, “sustainia.ca”, “Sustainia”, “we”, “us”, or “our” and operates a technology and logistics platform via Sustainia’s website Sustainia.ca, its mobile app, and other websites, apps and other portals, devices and systems provided or operated by Sustainia to provide access to its site, including all content accessible on or through its site “website” or “platform” that allows users to perform searches across many manufacturers, suppliers, contractors relevant to sustainability and receive other services from Sustainia “service”. As used herein, “manufacturer” refers to a manufacturer or supplier of a material sample visible on the Platform. “guest”, “visitor”, “you” or “your” refers to a user of the Platform, whether or not the user has registered. “user” refers to a user of the Platform that has registered.

Please Note: You will not try to download any content from the platform in the aggregate or otherwise scrape the platform for any content that is on it or try to create a link or otherwise link over from your website or web page to the platform without the prior written consent of Sustainia.

Please read these terms of use carefully as they contain the legal terms and conditions that you agree to when you use the platform and the service, as applicable, provided to you by Sustainia. These Terms & Conditions use cover important information about the platform and the service provided to you and any charges, taxes, and fees Sustainia bills you. These terms of use include information about future modifications, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and a resolution of disputes by arbitration instead of in court.

The platform and the service is not directed to, and is not intended to be used by, persons and entities operating outside of the united states or Canada (the “Territory”), including, without limitation, those persons or entities in, or located within, the European union (“EU”). Sustainia’s grant of access is premised on the understanding that the visitor and user is not operating outside the territory, including, without limitation, operating within the EU – More specifically with respect to the EU, you acknowledge that Sustainia:

(I) is not located in any country in the EU nor is it collecting data from any EU citizen in any country in the EU,

(ii) is not intending to market and sell to EU citizens in any country in the EU, and

(iii) is not trying to monitor the activity of any EU citizens in any country in the EU.

By accessing the platform, and by applying for registration, you specifically warrant that you are not operating outside of the Territory, including, without limitation, operating in, or located within, the EU. If you are operating outside of the territory, including, without limitation, operating in, or located within, the EU, then you should not use the platform or the service. Further, if you learn that you are operating outside of the territory, including, without limitation, operating within the EU, you are required to notify Sustainia and cease using the service and the platform.

By being a visitor to the portion of the platform that is offered outside of the service and available to you, you agree to be bound by the platform terms of use (“platform terms of use”), which include terms on the platform applicable to all visitors of the platform, including the “privacy policy” and copyright policy.

By accessing the platform, and by choosing to submit a registration application as a user of the platform and the service, you further agree to be bound by the “service terms” (together, the “platform Terms & Conditions”, “service terms”, Sustainia policies on the platform (including the “privacy policy” and “copyright policy”), and any other terms and conditions on the platform shall be referred to as the “terms of use”). These terms of use set out the legally binding terms for use of the platform and, where applicable, the service, and registering as a user of the service.

Changes to the Terms & Conditions

Sustainia may modify these Terms of Use (or any part thereof, including without limitation our ability to charge a fee in respect of the Services, and the amount of such fee) from time to time, and, to the extent permitted under the applicable law, such modification shall be effective upon the posting of such change by Sustainia on the Platform.

If you are a Visitor to the portions of the Platform outside of the Service, under the terms of these Terms of Use, you agree to be bound to any changes to these Terms of Use that are applicable to you when you use the portions of the Platform outside of the Service after such modification is posted on the Platform.

If you are a user of the Service, under the terms of these Terms of Use, you agree to be bound to any changes to these Terms of Use when you use the Service after such modification is posted on the Platform. If you are a User of the Service, where required by applicable law, we will notify you of any changes to the Service Terms by notice on the Platform at least thirty (30) days before the modification comes into effect. In addition, where required by law or at our discretion, we will provide you notice using email and/or your mailing address, or any other contact information we have for you, in our discretion. Where required by law or at our discretion, this notice will be provided at least thirty (30) days before the change comes into effect (or such longer period as may be required by applicable law) and will as required by law set out the new clause, or the modified clause and how it read formerly, and the date on which the change will come into effect. Before the change comes into effect, you may cancel this agreement rather than accept the change. To the fullest extent permitted by law, as your sole remedy and where required by law, you may refuse the modification and rescind, or cancel the this agreement without cost, penalty, cancellation fee or cancellation indemnity, by providing us with notice to that effect no later than thirty (30) days after the modification comes into force, using the information in the notice, if the change results in increased obligations to you or a reduction of obligations on us. To the fullest extent permitted by applicable law, your continued access to and/or use of the Services, after the date specified in such notice constitutes your full acceptance of, and agreement to be legally bound by, the Service Terms, as modified.

PART 1 : Platform Terms of Use

 1. Operator

The Platform and the Service is operated by SUSTAINIA.

2. Purpose of the Platform

Sustainia is an online Platform with an intended purpose of material discovery, education, research, and sourcing, and for no other purpose. The Platform allows Visitors to learn about the Platform in order to decide whether they wish to register as a User and allows registered Users to use the Service offered on the Platform (i.e. perform complex searches across many manufacturers and to request physical samples of materials of interest (each, a “Sample”) and receive other services as made available from Sustainia). Using the Platform, registered Users may request samples of materials of interest and engage with materials of interest in a variety of ways.

To access the Platform, you must be at least (a) 18 years of age or (b) the age of majority in the jurisdiction in which you reside, whichever is older. In this respect, you represent and warrant that you are 18 years of age or older, and that your use of the Platform shall not violate any applicable law or regulation.

3. Availability

Sustainia uses reasonable efforts to make the Platform available 24 hours a day and seven days a week; however, there will be instances when the Platform and therefore, the Service, where applicable, will be interrupted for maintenance, upgrades or emergency repairs and due to other reasons that are beyond the control of Sustainia, including without limitation failure of telecommunications lines, links and equipment. Although Sustainia will make every reasonable effort to minimize such issues where it is within our reasonable control to do so, there may be instances where such a disruption might occur. In this respect, you agree that Sustainia will not in any way be liable or responsible to you for any such modification, suspension, or disruption of the Platform or, where applicable, the Service.

 4. Conduct

You agree that you shall not
(i) interfere or disrupt (or attempt to interfere or disrupt) the Platform or, where applicable, the Service, or servers or networks hosting or connected to the Platform or, where applicable, the Service, or to disobey any requirements, procedures, policies or regulations of networks connected to this Platform or, where applicable, the Service;
(ii) provide any information to Sustainia that is false or misleading, or results in a false or fraudulent representation, that attempts to hide your identity, or that you do not have a right to disclose; (iii) attempt to resell the Platform or, where applicable, the Service or any portion of the same; (iv) create a link, or otherwise link over from your website or web page, to the Platform; or (v) try to download any content from the Platform in the aggregate or otherwise scrape the Platform for content.

5. Visitor Registration

We reserve the right to decline a registration request from any Visitor in our sole discretion for any reason.

6. Trademarks

All logos other than Sustainia site logo, company names, logos, and trademarks mentioned on the Platform are the property of their respective owners. Nothing on the Platform or in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use Sustainia’s name, logos, trademarks, or other intellectual property displayed on the Platform, except as expressly provided in these Terms of Use or by obtaining the written permission of Sustainia or such other third party owner, as applicable.

7. Proprietary Rights in Sustainia Content on the Platform

As between you and Sustainia, Sustainia and its suppliers, including, without limitation, its Manufacturers and licensors, own and retain all proprietary rights in the Platform and the Service. The Platform contains copyrighted material, trademarks, and other proprietary content and information of Sustainia and its Manufacturers and licensors (such materials and content includes, but is not limited to, the design, layout, artwork, and other elements of the Platform and any text, audio, video, logo, information, data, software, documentation, services, downloads, or any other similar materials contained on the Platform “Sustainia Content” and is protected by copyright and other intellectual property laws, international treaties and other intellectual property rights.

You may view the Sustainia Content on the Platform as it is made available to You and, where expressly permitted, download it for your own personal and informational use, provided that:

(i) you do not modify the Sustainia Content,
(ii) you retain all copyright and propriety notices originally contained in the Sustainia Content on any copies; and
(iii) you otherwise comply with any restrictions or use requirements with respect to the Sustainia Content. You understand that, among other things, you shall not try to download any Sustainia Content from the Platform in the aggregate or otherwise scrape the Platform for Sustainia Content.

In this respect, the Sustainia Content may include digital rights management, security, and anti-tampering related features that, if triggered, may result in Sustainia Content that was previously available for use being unavailable thereafter. Further, you may not use, reproduce, display, post, transmit, or distribute any materials contained on this Platform, including any Sustainia Content, for any:

(a) reproduction or promotional use rights in the Sustainia Content; or
(b) commercial sale, resale or distribution purposes. Except for that information for which you have been given written permission or for which you have been provided specific rights as specified in the Platform Terms of Use, you may not download, copy, modify, publish, transmit, distribute, perform, display, or sell any such Sustainia Content.

Nothing in these Terms of Use shall be construed as granting any license or right to use the Platform or any materials contained on the Platform, including any Sustainia Content, except as expressly provided herein or elsewhere on the Platform. You acknowledge that Sustainia and its suppliers, including, without limitation, its Manufacturers and licensors, will aggressively enforce its intellectual property rights with respect to the Sustainia Content to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.

You may encounter Sustainia Content on the Platform that you may find objectionable. You acknowledge and agree that the views expressed on the Platform do not necessarily reflect the views of Sustainia, and Sustainia does not support or endorse any content or materials. Further, no information presented on the Platform is intended to be construed as, or a substitute for, professional advice.

8. Limited Use by Visitors and/or Users

The Platform is solely for the internal use of Visitors, and once registered, Users, in the User-only Areas of the Platform, and may not be used in connection with any other commercial endeavors, except those that Sustainia specifically and expressly endorsed or approved in writing. Illegal and/or unauthorized use of the Platform, including, but not limited to, collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email, or unauthorized framing of or linking to the Platform, is prohibited and will be investigated. Sustainia will take appropriate legal action for any illegal or unauthorized use of the Platform.

9. Third-Party Links

This Platform may from time to time provide links that will take you to other third-party websites, including, without limitation, websites owned and operated by participating Manufacturers. Any such links are provided solely as a convenience to Visitors or Users. Sustainia has no control over these websites or their content and does not assume any responsibility or liability for these websites or their content. Sustainia does not endorse or make any representations about these websites, or any information, materials, or products found on such websites. If you access any of the third-party websites linked on the Platform, you do so at your own risk, and you agree that Sustainia shall not be liable for any loss or damage that you may suffer by using any of these other websites or engaging any of the opportunities offered by participating Manufacturers.

10. Third-Party Materials on the Platform

The Platform may contain certain third-party materials. Any such materials are provided solely as a convenience to our Visitors and Users. Sustainia has not tested or evaluated these materials and does not endorse or make any representations about these materials. If you use any of these third-party materials, or any third-party products or services referenced in these materials, you do so at your own risk. In no event shall Sustainia be liable for any loss, claim, damages, or costs that may arise in connection with your use of these third-party materials.

11. Inaccurate Material on the Platform

A possibility exists that the platform or any Sustainia content could include inaccuracies or errors, and that unauthorized additions, deletions, and alterations could be made to the platform or any Sustainia content by unauthorized third parties. Although Sustainia attempts to ensure the integrity of the platform and any content on it, it makes no guarantees whatsoever as to the completeness, correctness, or accuracy of the platform or any of the Sustainia content on the platform. If such an inaccuracy arises, please inform us so that it may be corrected.

12. Testimonials

The Platform may post certain User comments containing information in the form of opinions that, unless otherwise stated therein, should not be construed as official expressions of Sustainia. Sustainia does not warrant, either expressly or by implication, the factual accuracy of the comments posted, nor does it adopt any statement as its own, or warrant any opinions offered. Although Sustainia believes all statements made to be reliable and accurate based upon representations made by the authors themselves, Sustainia cannot guarantee that such statements are reliable and accurate and Sustainia accepts no fault or liability for any error or omission with respect to the same.

13. Articles

The Platform may from time to time post articles containing information in the form of news and/or opinions that, unless otherwise stated therein, should not be construed as specific advice or instruction from Sustainia or official expressions of Sustainia. Sustainia does not warrant, either expressly or by implication, the factual accuracy of the articles posted, nor does it adopt any statement as its own, or warrant any news or opinions offered by the author of said articles. Although Sustainia believes all statements made in the articles to be reliable and accurate based upon representations made by the authors themselves, Sustainia cannot guarantee that such statements are reliable and accurate and Sustainia accepts no fault or liability for any error or omission with respect to such articles.

14. Unauthorized Use of the Platform

You may not:

(i) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any information, data, text, music, sound, photographs, graphics, video, messages or other materials, that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another’s privacy, or hateful;
(ii) “Stalk” another Visitor or User;
(iii) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any content or materials that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
(iv) impersonate any person or entity, including, but not limited to, a Sustainia official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(v) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(vi) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(vii) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information;
(viii) act in a manner that negatively affects other users’ ability to engage and use any aspect of the sustainia.ca Platform or Service;
(ix) intentionally or unintentionally violate any applicable local, state, provincial/territorial, national or international law; and/or
(x) harvest, collect or store information about the users of Sustainia Platform or Services posted by others or use such information for any purpose inconsistent with the purpose contemplated hereunder.

15. Privacy

Please review the Sustainia “Privacy Policy” & “Changes to Privacy Policy“. The terms of the privacy policy are incorporated into, and considered part of, the platform terms of use.16. Website for Specified Territory Only; International Use Limited.

Please note that the platform is based in the applicable territory and is hosted on servers located in Canada. If you use the platform or, where applicable, the service from outside the territory, please note that your information may be transferred to and maintained on computers and servers located outside of your state, province / territory, country, or other governmental jurisdiction, where privacy laws may not be as protective as those in your jurisdiction. Your consent to the terms of use and privacy policy followed by your submission of information to Sustainia represents your agreement to the transfer of such information to Canada and the handling of your information consistent with the terms of use and the privacy policy and applicable united states and Canadian laws. Sustainia makes no representation that the Platform or, where applicable, the Service or any aspect thereof will be available or appropriate for use in locations outside of the Territory. Those who choose to access the Platform or, where applicable, the Service from locations outside the Territory do so at their own risk and are responsible for compliance with local laws and regulations.

Sustainia Visitors and Users are responsible for compliance with all United States and Canadian export laws and regulations when such Visitor or User exports any products, services, content or materials provided through the Platform or, where applicable, the Service.

16. Copyright Policy

If you believe that Sustainia has acted in violation of your copyright rights, please contact us at director@sustainia.ca pursuant to the terms of our “Copyright Policy,” the terms of which are incorporated into, and considered part of, these Website Terms.

17. Governing Law and Jurisdiction

Other than for individuals resident in the province of Quebec, these Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law rules.

You agree to first contact Sustainia at 9131 Keele Street Unit A4, Vaughan, ON, L4K 0G7, CANADA Attention: ROMAN IAKOUBINE, Chief Operating Officer, regarding any dispute, claim, or controversy involving Sustainia or any of its agents, assignees, affiliates, licensees, successors in interest, legal representatives, members, directors, officers, employees and affiliates (hereinafter, the “Released Parties”) arising out of or related to your use of the Platform or, where applicable, the Service, or these Terms of Use.

Except in the case where Sustainia needs to enforce its rights with injunctive relief as specified below, and other than for individuals resident in the province of Quebec, You and Sustainia agree to submit to the personal and exclusive arbitration of any such disputes, claims, or controversies, under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in the State of New York. You covenant not to sue Sustainia and/or any other Released Parties in any other forum for any disputes, claim, or controversies arising out of or relating to the use of the Platform or, where applicable, the Service, or these Terms of Use.

For injunctive relief, You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to the Platform Terms of Use or your use of the Platform and, where applicable, the Service shall be filed only in the state or federal courts located in New York, New York, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform and, where applicable, the Service, or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

18. Class Action Waiver

Other than for individuals resident in the province of Quebec, You and Sustainia agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.

19. Jury Trial Waiver

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Platform or where applicable, the Service, or these Terms of Use:

You are giving up your right to have a jury. You are giving up your right to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class action, in any lawsuit involving any such dispute, and you must file any claim within one (1) year after such claim arose, or it is forever barred.

20. Platform Warranty Disclaimer

To the fullest extent allowed by law, this platform is provided “as is” with no warranties whatsoever. All express, implied, and statutory warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement, are expressly disclaimed. To the fullest extent permitted by law, Sustainia disclaims any warranties for the security, reliability, timeliness, and performance of the platform. We do not warrant that the functions performed by the platform will be uninterrupted or error free, or that the platform or the servers that support it will be free from viruses or other harmful components, and we do not warrant the accuracy or completeness of any Sustainia content.

21. Platform Use Limitation of Liability

To the fullest extent allowed by law, we shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, whether arising in contract, equity, negligence, intended conduct, or otherwise (including breach of warranty, negligence, gross negligence, willful misconduct, and strict liability in tort)), including, without limitation, damages arising from delay, loss of goodwill, loss of or damage to data, lost profits, revenue or savings (actual or anticipated), or other economic loss or lost profits in connection with or ensuing from, or arising out of, (I) the use or inability to use the portion of the platform offered outside of the service, (ii) any transactions conducted through or facilitated by the platform offered outside of the service; (iii) any claim attributable to errors, omissions, or other inaccuracies in the platform offered outside of the service, (iv) unauthorized access to or alteration of your transmissions or data outside of the service, or (v) any other matter related to the platform or information provided through the platform outside of the service, even if Sustainia has been advised of the possibility of such damages. The foregoing limitation of liability shall apply notwithstanding any failure of essential purpose or any limited remedy. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations do not apply to you. In this respect, the maximum liability for damages of Sustainia for any claim arising from your use of the platform outside of the service shall be limited to one hundred dollars ($100.00).

Part 2: Service Terms

1. Eligibility, Registration and Use Restriction

Sustainia is designed and reserved for members of the architecture, interior design, contractors, and Manufacturers community – Sustainia is not limit our Platform or Service to this community, by providing options for retail consumers. Additionally, Sustainia is intended only for Users with a United States or Canada address or IP address located in the United States or Canada. Registration in the Service is void where prohibited.

By applying for a registration account with Sustainia on the Platform (a “Registration Account”), you represent and warrant that all registration information you submit to us upon registration and at all other times is truthful, accurate, current, and complete, and you agree to keep this information accurate and up to date at all times. You must keep your e-mail address up to date because e-mail is the primary means in which we will communicate with you about your Registration Account and your product / sample orders. Further, by using the website upon registration under the “Trade Partner Application” form (“Trade Associate Services and Discounts”), you represent that you, or the company or other entity you represent, are acting for business or commercial purposes, and not personal, family, or household purposes.

To register as a User of the Service, you must be:

(a) 18 years of age or
(b) the age of majority in the jurisdiction in which you reside, whichever is or older. In this respect, you represent and warrant that you are
(a) 18 years of age or
(b) the age of majority in the jurisdiction in which you reside, whichever is older, and that your use of the Platform and Service shall not violate any applicable law or regulation. If we learn that you are misrepresenting your age, your profile may be deleted without warning.

Further, if you are a manufacturer or a representative of a manufacturer, you acknowledge that, while you may be permitted to use the platform, to order your own samples within the territory, this service and the platform is intended only for requests for your own samples and you expressly agree that you will not use the service in order to obtain samples from one of your competitors.

2. Registration Acceptance and Limitation

You acknowledge that, once you have registered, Sustainia shall have the right to decide, based upon the information that you provide to it, whether or not you will be accepted as a User of the Service. Acceptance may occur immediately or may take several days depending upon your relationship to the service, the time it takes for Sustainia to review your registration information and other factors. You further acknowledge that you are not guaranteed to be accepted as a User for the Service and your registration application may be rejected by Sustainia in its sole discretion.

3. Password and Registration Account

When you complete a registration application, you may be asked to provide a password. If Sustainia accepts you as a User of the Service, your password will be needed for you to gain access to your Registration Account. Because you will be responsible for all of the activities that occur with respect to your Registration Account, we ask that you keep your password confidential. Your registration is solely for your commercial use, and you shall not authorize others to use your Registration Account, including your profile or email address.

You are solely responsible for all sample content published or displayed through your registration account, including any e-mail messages, and for your interactions with Sustainia. You are also solely responsible for any samples ordered through your registration account.

You must notify Sustainia immediately of any unauthorized use of your password, or if you know or believe your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure.

In this respect, you shall not disclose your password to any third-party, or permit any third-party to access your Registration Account. You may not sell or otherwise transfer your profile for your Registration Account.

You may not use the account, username, or password of any other User at any time or attempt to impersonate
(i) a Visitor to the Platform,
(ii) another User of the Platform, or
(iii) any person who is attempting to become a User.

4. Terms of Use

As soon as you register and accept the Terms of Use and Sustainia accepts you as User, you become a User of the Service. As a User, you agree that you will only use the Platform for its intended purposes of material discovery, education, research, shopping and sourcing, and for no other purpose and to receive the benefits of the Service, which may include, but not be limited to the Terms of Use; shall remain in full force and effect while you use the Platform, the Service, and/or are a User and whether you are logged into your account or not.

You agree that Sustainia may at any time without prior notice, unless required by applicable law, in our sole discretion for any reason:

(i) withdraw registration from a registered User,
(ii) move, change, or suspend any part of the Service;
(iii) cancel the Service or terminate your Registration Account or the Service or deny you with access to your Registration Account for any reason, including, without limitation, when a Registration Account has been inactive for more than three-hundred and sixty five (365) days;
(iv) limit functionality of the Platform for a User (for example, to limit ability to order samples); or
(v) deny to you any samples available through the Service, including your failure to comply with the Terms of Use or if a competent regulatory authority requires us to do so. You may terminate your registration at any time.

If Sustainia terminates your Registration Account, such termination will be immediately effective. Sustainia in its discretion may send notice to you of such termination at the email address you provide during registration for your Registration Account, or other email address as you may subsequently provide to Sustainia.

5. Conduct

In addition to Your agreement not to engage in certain prohibited conduct as described in the “Conduct” section of the Platform Terms of Use, you agree that, as a Trade Associate Services User, you shall not order samples for any purpose other than to specify materials (meaning, to consider whether to purchase the materials sampled).

6. Proprietary Rights in Content on the Platform and in the Service

If you are a registered User of the Service, in addition to any Sustainia Content (as defined in the Platform Terms of Use), the Platform also includes copyrighted material, trademarks, and other proprietary content and information of Sustainia’s Manufacturers and licensors regarding the Samples, products or otherwise related to the Manufacturer (hereinafter, the “Sample Content”) (hereinafter, the Sustainia Content and the Sample Content shall be referred to generally as the “Content”)). The Content is protected by copyright and other intellectual property laws, international treaties and other intellectual property rights.

If you register and are accepted as a User, Sustainia provides a Service to supply Manufacturers’ Samples to Users, and permit Users to gather, assign, post, and/or “pin” Sample Content to a User’s social media feed. To the extent that you might possess any copyright and/or other proprietary interest in any such arrangements or designs, you hereby assign all such right, title and interest in and to the same to Sustainia without charge. Where such an assignment is not effective under the applicable law, you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, access, view, and otherwise exploit such arrangements and/or designs. Further, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in such arrangements and/or designs, even if altered or changed in a manner not agreeable to you.

The use of the Platform also prohibits you from collecting material Samples or similar material items through Sustainia for the benefit of another entity, unless that entity is directly associated with you in a professional architectural or interior/commercial design related manner.

7. No Sustainia Responsibility for Sample Content

Any User who accesses the Platform understands and acknowledges that Sustainia solely manages, and does not own or operate, the Sample Content on its Platform or the Samples offered through its Platform. Sustainia from time to time acts as an intermediary between Users and Manufacturers, and serves as an agent to supply Sample Content and Samples to Users on behalf of Manufacturers. Both Users and Manufacturers agree that Sustainia is not a party to any contracts created by and between a User and a Manufacturer. Occasionally Sustainia offers a service that helps connect Users and Manufacturers together for samples of sustainable product.

Sustainia may provide suppliers of sample content and samples and other material items with a referral source for lead generation, networking, and/or other professional purposes, when you request or access sample content or samples or material created or provided by that manufacturer. Sustainia disclaims all representations and warranties of any kind with respect to any manufacturer or product/material that receives you as a referral source and acts upon that data. Your interaction with any manufacturer that originated through Sustainia is at your own risk and independent from the service provided to you by the platform.

To provide Users with a forum in which to identify and locate Manufacturers, Sustainia cannot and does not involve itself in the agreements between Users and those Manufacturers. In addition, Sustainia does not screen any Manufacturers, and the fact that any professional appears on the Platform does not imply an endorsement of them/him/her. Accordingly, Sustainia cannot ensure the success, quality, or specifications that may be provided or stated by such Manufacturer. You, and not Sustainia, are solely responsible for assessing the integrity, honesty and trustworthiness of all Manufacturers and professionals with whom you may communicate.

All information regarding the sample content and samples listed on the platform is based on information provided to user by the manufacturer. In this respect, Sustainia cannot guarantee that the information is accurate, and does not endorse any content or samples listed, and is not responsible for any errors or omissions. You acknowledge and agree that, if you register for the service, it is your responsibility to review separately any manufacturers, and specific terms and conditions, and to request additional information from, and perform your own due diligence on, the participating manufacturers and the sample content and samples made available by them on the platform, before making a final decision to order any samples provided by Sustainia from the manufacturers. You also agree that we are not liable for and cannot accept any liability in conjunction with any contract created between you and a third party for any purpose. We do not transfer legal ownership, title, or right to any companies or listings through our platform or service.

8. Service Fees

Sustainia does not normally charge any processing fees for its Services, However, if this changes over time (e.g. if Sustainia makes available the opportunity for a Trade Associated User to pay a yearly fee for exclusive rates for a User, or any other service for a fee), all such fees will be non-refundable.

Sustainia reserves the right to change or alter any fee that it charges Users at any time while processing any relevant order provided that, if Sustainia makes any changes to the applicable fee, Sustainia shall notify the affected parties by email, and ask for confirmation of payment of the new fee before it provides the applicable services or products. By placing an order for a fee-based service or product, the User authorizes Sustainia or a designated third-party payment processor to collect and charge amounts to the credit card on file in accordance with these Service Terms. The currency of any fees will be Canadian or U.S. Dollars based on Users registration address or IP address.

MODIFICATIONS TO THE SERVICE AND PRICES

Prices for our products are subject to change without notice. Sustainia reserves the right at any time to modify or discontinue the 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 the Service. 

9. Sample Order Terms

Once a User submits an inquiry or places a sample order through the Platform, Sustainia may contact the User to discuss the details of the sample order and to send the User new or additional offers on sample orders.

Sustainia will strive for 2-3 business day shipping so that you receive the sample order within 5 Business days of the date that the order was made so long as the order was submitted by the cut-off time for shipping listed as per product; however, due to the size and/or weight of the item, or your location, this option may not always be available.

Sustainia’s fulfilment of sample orders depends upon carriers such as FedEx, and there may be instances in which disruption of air, rail or roads or disruption for other reasons that are beyond the control of Sustainia may occur. Finally, a particular material may become out of stock without notice.

If you place a sample order and the sample is not delivered to you by a carrier such as Fedex, UPS, Canada Post, or does not get to you for whatever other reason, you shall not hold Sustainia responsible.

10. All Orders Non-Refundable

After a user has placed an order through platform for a fee-based service, the applicable fee becomes non-refundable.

11. Communications Policy

Sustainia, at its sole discretion, and subject to your consent if required by the applicable law, shares your contact information and your project information, including your telephone number, with its Manufacturers when you have requested Samples from such manufacturers so that they may provide you with related information, follow-up on your interest in their products, and provide relevant promotions. Sustainia disclaims all responsibility for any representations, warranties, or offers made by such Manufacturers, and such referrals for more information do not constitute an endorsement of any products offered by such Manufacturers. Nor is Sustainia responsible for the information policies or practices of such Manufacturers.

If you have provided us with a telephone number, then, subject to your consent if required by the applicable law, you authorize Sustainia (or any Manufacturer who is providing you with product information at your request) to call and/or send SMS text messages using an automatic telephone dialing system or pre-recorded message to that telephone number to provide information and services related to material suppliers’ properties or any purpose of following-up on sample requests, encouraging the purchase of specific products or services, or for providing other promotional information. If you do not want to receive calls or SMS text messages from Sustainia you can unsubscribe by sending an email to director@sustainia.ca with the subject line “STOP,” or responding to a text with “STOP”. You understand and agree that you are not required to provide your consent to receiving promotional email, phone calls or SMS text messages as a condition of any Sample Order or other service. Receipt of certain communications (including telephone calls and SMS text messages) may be subject to service provider charges. All charges are billed by and payable to your mobile service provider.

12. Promotions

From time to time, Sustainia will offer promotions. We reserve the right to limit quantities offered in promotions, whether at any cost or offered at no charge, and we reserve the right to revise, suspend, or terminate an event or promotion at any time without notice (including after a sample order has been submitted and acknowledged). We do not guarantee that all Content, Products and Samples within the Platform will be available for promotion. Users who take advantage of promotions offered on the Platform are subject to the terms and conditions set forth in both the specific promotion and the terms and conditions stated in these Service Terms.

Registered Users agree to release Sustainia and its agents, advertisers, sponsors, or promotional partners, for all liability arising from and participating in any promotion located on, or accessed through, the Platform. Sustainia is not responsible for technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled, or delayed computer transmissions that may limit any Registered User’s ability to participate in any promotion.

Each User agrees to be bound by the rules of any promotion and by the rules of fair play and consideration of fellow User. A User who violates any of the rules or guidelines for behavior published on the Platform, or the site where the promotion is conducted, is subject to immediate disqualification and revocation of their registration for the promotion. Sustainia is under no obligation to award any prize to any User who violates a published promotion rule or guideline.

13. Software

From time to time, Sustainia may make software (e.g. apps, programs) available to you to download or use. Such software will be subject to the terms of the license agreement that accompanies it. If there is no license agreement presented to you with the software, then the following license, in addition to the other terms of these Service Terms, govern your use of such software. We grant you a personal, non-exclusive, non-transferrable, limited license to install the software on a single computer or device.

The software is protected by copyright and other intellectual property laws and treaties and is owned by us or our suppliers. You may not:

(i) copy, sell, redistribute, rent, lease, or otherwise transfer the software or any of the limited rights you receive;
(ii) incorporate it or any portion or it into another product;
(iii) reverse engineer, decipher, decompile, or disassemble the software or otherwise attempt to derive the source code or underlying ideas or algorithms of the software or any portion of the software, including without limitation any application or widget (except where expressly permitted by law);
(iv) export, transfer, and/or release the software, related technology, or any product thereof, for any proscribed end-user, or to any proscribed country, entity, or person (wherever located) without proper authorization from the U.S. and/or foreign government;
(v) modify, translate, adapt, or create derivative works from the software or any portion of the software in any way or remove proprietary notices in the software. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.

14. Termination and Account Cancellation

A User may cancel his or her Registration Account at any time. Cancellation of an account does not create an obligation for Sustainia to delete or return any content you may have created through your registered profile. If you wish to cancel your acceptance to these Service Terms, simply cancel your Registration Account with Sustainia. However, even if you cancel these Service Terms, User shall continue to have any obligations that arose for it prior to Registration Account cancellation or termination. Sustainia may, at our discretion and without liability to you, with or without cause, with or without prior notice unless required by applicable law, and at any time:
(a) terminate these Service Terms or your access to the Service, and
(b) deactivate or cancel your Registration Account. In the event Sustainia terminates these Service Terms or your access to the Platform or deactivates or cancels your Registration Account, you will remain liable for all amounts owed by you prior to such event.

15. Applicable Laws

You must use the Service in a manner consistent with all applicable laws and regulations.

16. Disclaimer of Warranty

To the fullest extent allowed by law, Sustainia is not responsible for any incorrect or inaccurate content posted on the platform or in connection with the service provided or any of the samples or offers made by participating manufacturers, whether caused by any of the participating manufacturers, by any visitors of the platform or users, or by any of the equipment or programming associated with or utilized in the service or is otherwise by error on the part of Sustainia.

Although Sustainia attempts to verify that the samples and products provided by participating manufacturers are as described and has a policy of discontinuing the ability of a participating manufacturers to provide information about products through the service if we learn that a participating manufacturer is not providing samples as described in the service, Sustainia is a service intended only to provide a means of connecting interested users to samples and other information about materials offered by manufacturers, and you acknowledge and agree that, Sustainia is not responsible for the accuracy of sample content or the safety or efficacy of samples or the ultimate materials of which they are a sample and it is your responsibility to separately review any samples, and the manufacturer’s specific terms and conditions as listed in each manufacturer-specific area and in connection with the participating manufacturer, and to request additional information from, and perform your own due diligence on, the participating manufacturer and the samples offered by them before making a final decision to place an order for any such samples or products with Sustainia, regardless of whether the samples or product are in stock and sent from Sustainia or out of stock and supplied directly by the participating manufacturers.

Sustainia specifically disclaims all warranties, either express or implied, for the security, reliability, timeliness, and performance of this service, including, without limitation, any warranty or responsibility as to, of or for:

(I) your use of the service, including damages resulting or arising from mistakes, errors, omissions, interruptions, deletions, defects, delays in transmission, any computer viruses, infections, worms, trojan horses, or other code that manifest contaminating or destructive properties, communication line failures, non-deliveries or mis-deliveries of samples by carriers, theft, or unauthorized access of information or any failure or performance of the platform or service;

(ii) any denial or restriction of your access to the platform or service in any manner by Sustainia; or

(iii) the quality, suitability, accuracy, functionality, or operation of the platform or service. We do not warrant that the functions performed by the service will be uninterrupted or error-free, or that the service or the servers that support it will be free from viruses or other harmful components. We do not warrant the accuracy or completeness of any content on the service, including, any samples that are provided by participating manufacturers, that the service is making available to you.

Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Without limiting the foregoing, the service, everything on the platform and all related products and services and products are provided “As is” with no warranties whatsoever. All express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement, are expressly disclaimed.

17. Limitation on Liabilities

To the fullest extent allowed by law, in no event shall Sustainia or its suppliers, including, without limitation, its manufacturers or its licensors have any liability to any user or visitor for any indirect, special, incidental, exemplary, punitive or consequential damages whether arising in contract, equity, negligence, intended conduct or otherwise (including breach of warranty, negligence, gross negligence, willful misconduct and strict liability in tort), including, without limitation, damages arising from delay, loss of goodwill, loss of or damage to data, lost profits, revenue or savings (actual or anticipated), or other economic loss or lost profits in connection with or ensuing from:

(I) the use or inability to use the platform or service,

(ii) any transactions conducted through or facilitated by the platform or service, including any samples realized by you through your use of the service;

(iii) any claim attributable to errors, omissions, or other inaccuracies in the platform or service, (iv) any unauthorized access to or alteration of your transmissions or data, or

(v) any other matter related to the platform or service or any Sustainia content or information provided on the platform or service, even if Sustainia has been advised of the possibility of such damages. The foregoing limitation of liability shall apply notwithstanding any failure of essential purpose or any limited remedy.

Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, some of the above limitations do not apply to you. If you are a resident of a jurisdiction that requires a specific statement regarding release, you hereby waive any provision in law, regulation, or code similar requiring such release. For example, California residents must, as a condition of these service terms, waive the applicability of California civil code section 1542, which states, “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” users hereby waive this section of the California civil code or any similar provision in another jurisdiction. Your ability to use the Sustainia service is contingent on your agreement with this and all other sections of these service terms.

Notwithstanding anything else set forth herein, the maximum liability of Sustainia for damages from any claim arising from your use of the platform or service shall be limited to the greater of:
(I) one hundred dollars ($100.00), and
(ii) the amount in fees that you have paid to Sustainia for any samples.

18. Indemnity

You understand and agree that you are personally responsible for your behavior in connection with the Service. You agree to indemnify, defend and hold Sustainia, its subsidiaries, affiliates, officers, agents, and other partners and employees and any suppliers, including, without limitation, any Manufacturers and third-party information or content licensors to the Service, harmless from any loss, liability, claims, demands, damages and costs (including, but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, made by any third party due to or arising out of
(i) use or misuse of the Platform or the Service by you or any other person using your Registration Account;
(ii) any violation or breach of these Service Terms; or
(iii) any violation of any of the rights of any other third-party.

19. Entire Agreement; Order of Precedence; Waiver; Severability

Unless otherwise specified herein, the Service Terms constitute the entire agreement between you, a User, and Sustainia with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Sustainia regarding the Service.

To the extent of any conflict or ambiguity between the “Platform Terms of Use”, “Service Terms”, any Sustainia Policies or any other terms and conditions as posted on the Platform, the order of precedent for Users of the Service shall be:
(i) the “Service Terms”,
(ii) the “Platform Terms of Use”,
(iii) the Sustainia policies and
(iv) the other terms and conditions as posted on the Platform, and each of the aforementioned parts of the Terms of Use shall govern in such order, but solely to the extent of any conflict or ambiguity.

Sustainia’s failure to enforce any right or provision in the Service Terms shall not constitute a waiver of such right or provision. If any part of the Service Terms is held invalid or unenforceable, that portion shall be deemed to be substituted with a valid, enforceable provision which most closely reflects the original intent of the parties, and the remaining portions shall remain in full force and effect.

20. Comments and Contact

If you have any comments or questions about the Service, please contact us at:

Roman Iakoubine
Sustainia
9131 Keele St Unit A4,
Vaughan, ON, L4K 0G7

With a digital copy to:

Roman Iakoubine
Iakoubine.roman@gmail.com

You may also contact us at the following customer service telephone number:

+1(289) 302-5504.

21. Products

Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We made every effort to display the qualities of colors, textures and images of our products or services at sustainia.ca as clear as possible. We cannot guarantee your devices’ display will accurately depict the true qualities of content provided at sustainia.ca.

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 reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited. We do not warrant that the quality of any products, services or information purchased or obtained by you will meet your expectations, or that any errors in the service or product will be corrected.

All orders are subject to acceptance by Sustainia – Once a product or service order is placed and accepted, any order may be cancelled upon terms exempting Sustainia from any loss and with the consent of Sustainia. Custom and special orders are not returnable except in case of manufacturing defect. Title and loss on product or service sold by Sustainia shall pass to the purchaser upon delivery to and receipt by the customer or receiving agent. It is the customers obligation to sign for packages as missing or damaged upon receiving prior to accepting the package – Failure to do so could result in denied claims. 

22. Pricing and Payments

All prices, unless otherwise stated are subject to and are exclusive of any federal or provincial taxes. Any applicable taxes are the responsibility of the purchaser and shall be added to the invoice unless Sustainia is provided the appropriate valid exemption certificate by the purchaser. All service and product prices are subject to change without notice. Sustainia may opt to withhold shipments until an account in question is settled to Sustainia’s satisfaction. In circumstances where cash or equivalent payment is agreed upon, and payment by credit card is made, a service charge may be applied by Sustainia equal to the amount charged by the credit card company.

TRANSPORTATION CHARGES

Most shipments are via package services and prepaid and billed at Flat Rate Freight as outlined in the product pricing guide. Some irregular shipments may utilize special freight services which will be prepaid and billed. Sustainia reserves the right to specify routing of all shipments.

23. Force Majeure

Sustainia shall not be liable for any loss, damage, delay, change in shipment schedule or failure to deliver caused by accident, fire, strike, civil commotion, the elements, embargo, failure of carrier, inability to obtain transportation, government requirements, acts of God, previous commitments to customers or limitations on Sustainia or it’s suppliers or any other cause or contingency beyond Sustainia’s control.

No salesperson, distributor, representative or other agent is authorized by Sustainia to give any warranty or guarantee contrary to the statements made herein.
Sustainia reserves the right to add or delete any product as they come available or are discontinued by manufacturers, or change prices without notice.

24. Acceptance

These Platform Terms of Use are accepted upon your use of the Platform and the entire Terms of Use, including, without limitation, the Platform Terms of Use, the Service Terms, any Sustainia Policies or any other terms and conditions as posted on the Platform, are further affirmed by you becoming a User of the Service.

25. Disclaimer of Warranties; Limitation of Liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Sustainia, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

I HAVE READ THEN ENTIRE TERMS OF USE AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.