TERMS OF USE
THEY INNOVATE INC.

ACCEPTANCE OF TERMS THROUGH USE

By using this site, you signify your agreement to all terms, conditions, and notices contained or referenced herein. If you do not agree to these Terms of Use ("Terms ") please do not use this site.  They Innovate reserves the right to change these Terms, and your continued use of this Web site constitutes agreement to all such changes. Please check the Terms periodically for changes.

USES OF THIS WEB SITE

You must have reached the age of majority in the jurisdiction in which you are resident to purchase products from this Web Site.

Unauthorized use of this Web site and or any They Innovate Inc. systems, including, but not limited to, unauthorized entry into They Innovate Inc. systems, misuse of passwords or misuse of any other information, is strictly prohibited. You may not use this Web site in any manner that could damage, disable, overburden, or impair the Web site or service or interfere with any other party's use and enjoyment of any They Innovate Inc. Sites or service. You may not attempt to gain unauthorized access to any They Innovate Inc. Sites or service, computer systems or networks connected to any They Innovate Inc. Sites or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Web site that are contrary to applicable laws or regulations.

They Innovate Inc. reserves the right, in its sole discretion, without any obligation and without any notice requirement, to change, improve or correct the information, materials and descriptions on this Web site and to suspend and/or deny access to this Web site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The information and materials on this Web site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and They Innovate Inc. does not undertake any obligation or responsibility to update or amend any such information. They Innovate Inc. may discontinue or change any product or service described in or offered on this Web site at any time.

If you copy or download any information or software from this Web site, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.

LINKS

This Web site may contain links to third party Web sites. These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by They Innovate Inc. of any information contained in any third party Web site. In no event shall They Innovate Inc. be responsible for the information contained on that site or your use of or inability to use such site. You should also be aware that the terms and conditions of such site and the site's privacy policy may be different from those applicable to your use of this Web site.

PRODUCT DESCRIPTIONS

They Innovate Inc. and its affiliates attempt to be as accurate as possible. However, They Innovate Inc. does not warrant that product descriptions or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by They Innovate Inc. itself is not as described, your sole remedy is to return it in unused condition.

Terms Relating to the Sale of Products

Geographic Availability

This Web site is intended for use by customers who reside in the region serviced by this Web site and there may be limits on where we can ship products as set forth in our shipping policies. To complete your purchase, you must have a valid billing and shipping address within that region.

End Users Only

You must be an end user in order to purchase products from this Web site. Resellers are not eligible to purchase from the Web site.

Export Limitations

Products purchased from this Web site may be subject to customs and export control laws and regulations. You agree to comply with all international and national laws and regulations that apply to you in relation to such products.

Accuracy of Billing and Account Information

You agree to provide current, complete, and accurate purchase and account information for all purchases made on credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed in connection with your transactions.

Product Availability and Quantity and Order Limits

Product prices and availability are subject to change at any time and without notice, but you will always be charged the price which is displayed at the time you confirm your order. They Innovate may place a limit on the quantities that may be purchased per order, per account, per credit card, per person, or per household which you will be informed of on the Web site or prior to us accepting your order.

They Innovate may refuse or reject any order at any time, refunding you any monies you have paid for the order, for legitimate reasons which include, but are not limited to, if you have not met the conditions specified at the time of the order, if your payment cannot be processed, if the ordered products are not available, or for obvious errors on the Web site or made in connection with your order. If we are unable to supply the products that you ordered, we will contact you and may offer you an alternative product to consider instead. If you do not choose to purchase the alternative product, we will cancel your order. In the event of obvious errors on the Web site or made in connection with your order, we reserve the right to correct the error and charge you the correct price. In that situation, we will contact you and offer you the option of purchasing the product at the correct price or canceling your order.

Unless a specific delivery period is mentioned at the time you place your order, your products or services will be delivered within • (•) days of the date of your order. Credits or refunds will be made to the same method of payment and account used to place the order.

Price and Payment

The price of products on this Web site will be as stated on the Web site. If They Innovate products and or services are sold at a retail location in your country or region, the prices, product selection and promotions offered on the Web site may vary at any time from what is offered or available in any retail locations. They Innovate does not guarantee that a price, product or promotion offered online will also be available or honoured at a retail location. Similarly, They Innovate does not guarantee that a price, product or promotion offered at a retail location will also be available or honoured online.

[NTD: Review] Payments shall be processed at the time of shipment of any products purchased on this Web site.

They Innovate does not have a price match guarantee. It will not match the advertised price that other retailers offer for the same items.

We may offer you the opportunity to pre-order a product from our Web site before it is available for purchase. You will be charged for the purchase at the time of order. You may cancel your pre-order at any time before the product is shipped by calling us at •. Once your pre-order is shipped our normal return policies apply. We will indicate on the Web site if different pre-order terms apply to a specific product.

[NTD: confirm] Prices shown on the Website include all taxes or charges (“Taxes”) that may apply to your purchase. Prices shown on the Web site exclude delivery costs. Delivery costs will be added to the amount of your purchase and shown on the check-out page. You will have an opportunity to review all of the delivery costs that apply to your purchase before you confirm your purchase. Each item in your Shopping Cart is shown at the current item price.

Product offers on the Web Site do not constitute binding offers by us. By clicking “complete purchase,” “submit order” or the comparable button to send your order to Us, you make a binding offer in relation to all of the products in your cart. If we accept your order, you will receive an automated purchase confirmation email. The purchase contract is concluded by this email.

They Innovate offers different payment options as identified on our Web site. We reserve the right to change our payment options at any time and for any reasons. If offers are made in your local currency and are payable in another currency with an international credit card, final price in your currency will depend on the foreign exchange rates, taxes and fees applied by your bank or the issuer of your international credit card issuer. These transactions may be subject to taxes and/or fees on international transactions not charged by They Innovate.

RETURN POLICY

Our products are the highest quality and top customer service is our goal. Subject to * EU Directive 97/7/EC and any other applicable law, all sales are final and the Company's products may not be returned unless the product is defective or damaged. If you order a product and it arrives damaged or defective, we will exchange it at no cost. Anytime beyond 30 days from the date of shipment of merchandise, no returns will be accepted nor will returns of products that appear to have been damaged through use or mishandling be accepted.

Simply return all damaged or defective products to: •

Please include your email address and phone number so we may contact you if necessary. If we are unable to contact you, we may be unable to process your return. Please allow 60 days for us to process your request.

* EU Directive 97/7/EC provides you the right to cancel your purchase within (seven) 7 working days for any reason. The 7 day “cooling off” period begins from the date you receive the product. If you choose to cancel your order you must provide us with notice in writing prior to the expiration of the 7 working day “cooling off” period and return the product. You will receive a refund no later than 30 days after we have received the returned product. The refund will be for the product cost only, the shipping and handling fee will not be refunded.

As a condition of return, and to the extent permitted by law, the following requirements apply. All products must be returned with reasonable care having been taken (such as must not show wear or damage, and must be in a condition that permits us to resell them). The product must be returned in its original box.

All returns should be accompanied by the original receipt or gift receipt, the original documentation, instruction manuals, parts and components and the manufacturer’s packaging. Subject to applicable law, failure to include such items may prevent or delay your refund or exchange or result in additional fees and They Innovate reserves the right to deny any return or exchange if it fails to meet our return criteria.

They Innovate will not reimburse you for any shipping costs relating to the return of any products purchased on the Web site.

Exceptions

• Items ordered from the Web site cannot be returned to or exchanged at Retail Store retail locations selling They Innovate products. Similarly, items purchased at a Retail Store location cannot be returned or exchanged at the They Innovate Web site.

• When we offer promotions that enable you to save money by purchasing a combination of products together, all of the products purchased as part of the promotion must be returned in order to receive a refund.

LEGAL NOTICES

Intellectual Property

All right, title and interest in this Web site and any content contained herein is the exclusive property of They Innovate Inc., except as otherwise stated. This Web site is intended for personal, non-commercial use. They Innovate Inc. grants you a limited license to access and make personal use of this site. You may print, copy and download any information or portion of this Web site for your personal use only. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools without express written consent from They Innovate Inc. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes in whole or in part any information, software, products or services obtained from this Web site, except for the purposes expressly provided herein, without They Innovate Inc.'s prior written approval. You may not use any meta tags or any other "hidden text" utilizing They Innovate Inc.'s name or trademarks without the express written consent of They Innovate Inc. Any unauthorized use terminates the permission or license granted by They Innovate Inc. You are granted a limited, revocable, and nonexclusive right to create a hyperlink(s) to the home page(s) of the Sites so long as the link does not portray They Innovate Inc., its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.

Copyright

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of They Innovate Inc. or its content suppliers and protected by Canadian and international copyright laws. The compilation of all content on this site is the exclusive property of They Innovate Inc. and protected by U.S. and international copyright laws. All software used on this site is the property of They Innovate Inc. or its software suppliers and protected by Canadian and international copyright laws.

Trademarks

They Innovate, Clipless, and other trademarks and service marks referenced herein are either registered trademarks and service marks or trademarks and service marks of They Innovate Inc. in Canada.

The names of other companies and marks used on third-party products or services mentioned herein may be registered trademarks and service marks or trademarks and service marks of their respective companies and/or owners.

You are prohibited from using any marks for any purpose including, but not limited to use as meta tags on other pages or sites on the World Wide Web without the written permission of They Innovate Inc. or such third party, which may own the marks.

Disclaimer

The information, products and services on this Web site are provided on an "AS IS," and "AS AVAILABLE" basis. They Innovate Inc. does not warrant the information or services provided herein or your use of this Web site generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. They Innovate Inc. will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this Web site. Although the information provided to you on this Web site is obtained or compiled from sources we believe to be reliable, They Innovate Inc. cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose. Neither They Innovate Inc.,  nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this Web site, or resulting from the act or omission of any other party involved in making this Web site, the data contained herein or the products or services offered on this Web site available to you, or from any other cause relating to your access to, inability to access, or use of the Web site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of They Innovate Inc. or of any vendor providing software or services. In no event will They Innovate Inc. or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, punitive, consequential or incidental damages, attorney fees, or any other damages of any kind even if They Innovate Inc. or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. Nautilus, Inc. cannot and does not guarantee continuous, uninterrupted or secure access to the Web site.

Limitation of All Remedies

IN NO EVENT WILL THEY INNOVATE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OTHER THAN FOR INJURY TO PERSON) BASED ON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY TO THE FULLEST EXTENT PERMITTED BY LAW. DAMAGES THAT THEY INNOVATE WILL NOT BE RESPONSIBLE FOR INCLUDE, BUT ARE NOT LIMITED TO: LOSS OF PROFITS; LOSS OF SAVINGS OR REVENUE; LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES; DOWNTIME; THE CLAIMS OF THIRD PARTIES; INJURY TO PROPERTY; INTERRUPTION OF BUSINESS; DAMAGES DUE TO DELAYS; COSTS RESULTING FROM THE INCORPORATION OF THE DEFECTIVE PRODUCT TO OTHER PRODUCTS; DEFECT INVESTIGATIONS; LOST REVENUE; BUSINESS GOODWILL; EXTRA WORK; AND PUNITIVE DAMAGES, EVEN IF THEY INNOVATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PURCHASER EXPRESSLY AGREES THAT THE COMPANY’S SOLE MAXIMUM LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT PROVIDED BY THE COMPANY AND WHEN PURCHASER ACCEPTS THE PRODUCT PROVIDED BY THE COMPANY UNDER THESE TERMS OF USE, PURCHASER IS PRECLUDED FROM SEEKING ANY OTHER DAMAGES AGAINST THE COMPANY. PURCHASER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE, INJURY TO PROPERTY OF PURCHASER OR THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF ANY PRODUCT PROVIDED BY THE COMPANY UNDER THESE TERMS OF USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Risk of Loss

All items purchased from They Innovate Inc. are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

Allocation of Risks

These Terms of Use allocate the risks of product failure or deficiency between They Innovate and the Purchaser. This allocation is recognized by both parties and is reflected in the price of the products sold by They Innovate. The Purchaser acknowledges that it has read these Terms of Use and understands them and is bound by their terms.

Force Majeure

Purchaser agrees that the Company is excused from performance and shall not be liable for delays due to causes beyond its reasonable control or due to acts of Purchaser, acts of God, changes in local, state or federal laws or regulations, fires, strikes, floods, epidemics, quarantine restrictions, riot or other civil unrest, war, acts of violence, freight embargoes, delays in transportation, etc., or its inability to obtain labour, materials or manufacturing facilities despite reasonable commercial efforts (collectively, "Force Major Events").

Entire Terms of Use

These Terms of Use and the Sales Order or other quotations and order confirmations of They Innovate under which they have been declared applicable supersede all prior and contemporaneous communications, understandings between you and They Innovate, whether verbal or written.

Modification

These Terms of Use may not be modified or amended in any way by You unless such modification or amendment is agreed to in writing and signed by an authorized officer of They Innovate.

Severability

If any provision of these Terms of Use is determined by a court of competent jurisdiction to be invalid under any applicable law, the portion deemed to be invalid will be deemed omitted, and the remainder of these Terms of Use shall remain enforceable.

Governing Law; Jurisdiction Venue

This Agreement and all other documents provided for or contemplated under this Agreement and the rights and obligations of the parties hereto and thereto shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario (without giving effect to conflicts of law or choice of law principles) and the laws of Canada applicable therein.  All of the parties to this Agreement irrevocably submit to the non-exclusive jurisdiction of the courts of the Province of Ontario.

Arbitration

Any controversy or claim arising out of or relating to these Terms of Use, or relating to or concerning any product provided by They Innovate shall be submitted to final and binding arbitration to be determined by a single arbitrator to be conducted in accordance with the "Rules of Procedures for the conduct of Arbitration" of the ADR Institute of Ontario pursuant to the Arbitrations Act, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

No Implied Waiver

The failure of either party at any time to require performance by the other party of any provision of these Terms of Use shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of these Terms of Use constitute a waiver of any succeeding breach of the same or any other provision.

Privacy And Protection of Personal Information

This site interacts with customers and others globally, but is located in and controlled and operated by They Innovate Inc. from its headquarters in •, Ontario, Canada. All information collected on this site is collected, stored, used and disclosed in accordance with privacy laws and personal information protection laws applicable in Canada. The Canadian government, and courts, law enforcement agencies or regulatory agencies in Canada may be able to obtain disclosure of such information through the laws of Canada. Information about you and your purchase history is treated in accordance with our Privacy Policy.