PLEASE READ THE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE ACCESSING ELESA.COM (“WEBSITE”). THESE TERMS AND CONDITIONS OF USE AND THE REFERENCED PRIVACY POLICY CONSTITUTE THE “AGREEMENT” BETWEEN YOU (“YOU”, “USER” OR “REGISTERED USER”) AND Elesa Canada Ltd. (“THE COMPANY” OR ELESA). BY ACCESSING OR USING THE WEBSITE, YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

DISPUTE NOTICE: THIS AGREEMENT INCLUDES A DISPUTE RESOLUTION AND ARBITRATION CLAUSE. YOU AGREE THAT DISPUTES WITH ELESA WILL BE RESOLVED IN ACCORDANCE TO THE PROCEDURE SET OUT IN THE DISPUTE RESOLUTION AND ARBITRATION CLAUSE.

You should review this Agreement each time you access the Website. Elesa reserves the right to modify this Agreement at any time. By continuing to access the Website, you acknowledge that you will be bound by the Agreement. If you do not agree with this Agreement, do not use the Website.

1. REGISTRATION AND PRIVACY

1.1 To create a MyElesa account, you must be at least 18 years old. By using the Website, you are forming a binding contract with Elesa and must have the ability to read, understand and accept this Agreement, our Privacy Policy https://www.elesa.com/en/CatalogoPagineStaticheVarieCA/privacy and Terms and Conditions of Online Sales, if online purchase option is available, https://www.elesa.com/en/CatalogoPagineStaticheVarieCA/general-sales-condition.

1.2 We require your personal information to create a MyElesa account and use other features of the Website. For a detailed description of our information gathering and dissemination practices, we encourage you to read our Privacy Policy https://www.elesa.com/en/CatalogoPagineStaticheVarieCA/privacy closely because by using the Website, you agree that Elesa can collect, use, and share your information consistent with that policy.

1.3 Following the registration of the required data in the above form, the User will receive a verification e- mail and, by clicking on the link contained in it, can complete the registration process and access the summary of the MyElesa account (hereinafter, "Registered User"). Unless otherwise specified in this Agreement, the references to “User” shall include “Registered User” as applicable.

1.4 Authentication for the Website is done online using a username and password chosen by the Registered User. The Registered User can modify the password or create/request a new one in the case of loss, following the procedures indicated in the login section of the Website.

1.5 The Registered User can at any time request the cancellation/deactivation of their MyElesa account, it being understood that this will result in the impossibility of accessing the services of the Website that are available after registration.

2. PURCHASE OF PRODUCTS OR GOODS

2.1 If the User purchases products from the Website, where such option is available, our Terms and Conditions For Online Sales https://www.elesa.com/en/CatalogoPagineStaticheVarieCA/general-sales-condition which are incorporated herein by reference, will apply to such sales.

3. AVAILABILITY OF THE WEBSITE

3.1 The Company does not guarantee that the Website, or any content on it, will always be available or be uninterrupted. The Company shall not be liable for the malfunctioning of the Website, delays, suspension and/or interruption in the provision of services of the Website that are available after registration caused by but not limited to: congestion, delays and/or overload of the systems or the processors that manage traffic; tampering or unlawful intervention by third parties with the services or equipment used by the Website or with the connection equipment within to the User’s availability; force majeure or unforeseeable events, as an example but not limited to the same, fire, explosions, earthquakes, pandemics, volcanic eruptions, landslides, cyclones, storms, floods, hurricanes, avalanches, war, popular uprisings, riots, strikes and any other unforeseeable and exceptional cause that prevents the service from being provided. In such exceptional cases, the Company will make every effort so that the above services are restored as quickly as possible.

3.2 Without prejudice to what is set forth above, the Company also reserves the right to modify, suspend or discontinue access to the services of the Website available after registration, impose limits on specific characteristics and/or features, restrict access to all or part of it, without advance notice or liability, at any time and at its exclusive discretion. Access to the Website can be suspended or discontinued for maintenance purposes, at the Company’s sole discretion, which will strive to restore access and the use of the above services in the shortest time possible to reduce to the minimum the risk of inconveniences of any kind, without this resulting in any liability on its behalf.

3.3 If the User experiences any problems using the services, the User can contact the Company at the address: info@elesacanada.com. The Company will strive to respond as soon as possible, however it cannot guarantee a response within a predetermined time.

4. ACCOUNT SECURITY AND WARRANTIES OF THE USER

4.1 User is responsible for ensuring that all persons who access the Website through its internet connection are aware of these Terms and Conditions and other applicable terms, and that they comply with them.

4.2 The Registered User warrants that the data provided during the registration phase are correct and accurate, and the Registered User shall notify the Company of any changes to the information provided at registration. The Registered User acknowledges that the failure to provide accurate and correct registration data will prevent recovery of the password or the cancellation of the account.

4.3 User agrees:

• to use the services provided by the Website in conformity with applicable law, respecting the rights of the Company, and complying with these Terms and Conditions and any technical instructions that the Company may provide;
• not to create more than one MyElesa personal account or a second account without authorization from the Company, even if the original account is disabled;
• to ensure that the services are used only by parties authorized by the Registered User, undertaking all responsibility in such regard;
• to keep and use any credentials that may be assigned for access to the Website with the utmost confidentiality and diligence, not disclosing, directly or indirectly, the password and/or login, thereby preventing them from being used improperly or wrongfully and, in any case, remaining responsible for their use, acknowledging that knowledge by third parties of such authentication credentials might allow the latter wrongful use of the Registered User’s account, who undertakes all related responsibility;
• to promptly notify the Company of any unauthorized use of the password/s and/or login to the Website and any other improper or wrongful use of which they may become aware, for example but not limited to the same, in the case of theft, loss or being misplaced;
• not to engage in any action that could compromise the security of the systems and/or equipment to which they have access through the Website;
• not to use the MyElesa account to obtain commercial profits;
• not to use the services provided by the Website for any purpose that is unlawful, harmful or otherwise objectionable, including any conduct that would constitute a criminal offence or incur civil liability, infringe others’ intellectual property or other rights, or otherwise violate any applicable law;
• not to use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
• not to use the Website in any manner which could interfere with or disrupt the Website or servers or networks connected to the Website, including attempting to interfere with the access of any other user, host or network, including overloading, disabling, engaging in “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” such sites or disobeying any requirements, procedures, policies or regulations of networks connected to the Website;
• not to hack or circumvent any system feature including any experimentation, inspection, decrypting, decompiling, disassembling or reverse engineering any portion of the Website for any reason;
• not to use or attempt to use another user’s account without proper authorization, or create or use a false identity;
• not to collect, use, store or disclose personal information about other users without the consent of the owner of the information;
• not to decipher, disassemble, decompile, decode or otherwise attempt to extract secret and/or confidential codes, algorithms or ideas of any part of the Website, modify, translate or create derivative works from any part of it; and
• to ensure that their contact information is always correct and up to date.

4.4 User acknowledges and agrees that the Website may allow connection to other Internet sites or resources and that other sites and resources might contain links to the Website. Such websites and/or the products and services associated with them are not under the control of the Company and the User acknowledges that the Company is not responsible for the content, accuracy, features, opportunity, legality or any other aspect of such sites or resources.

4.5 The insertion of any link on the Website does not imply any relationship of association, profit sharing, collaboration, or partnership with their operators, nor any type of recognition by the Company.

5. SUSPENSION AND CANCELLATION OF THE MYELESA ACCOUNT

5.1 Without prejudice to its right to the compensation of damages, the Company can refuse, block, suspend and/or cancel the account of a Registered User, at any time, at its discretion and with immediate effect, even without advance notice, for any reason, including but not limited to:

• irregularities in the registration, including after reporting;
• breach of even one of the obligations set forth in these Terms and Conditions;
• improper or prohibited use of the Website in accordance with these Terms and Conditions;
• order of a competent judicial or governmental authority.

5.2 No failure or delay by the Company to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 The Website and all of its contents, including, but not limited to, product designs (including any and all collateral material relating thereto) and brand, product and collection names, are protected by patent, copyright laws and/or trademarks or other laws. Elesa owns all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with Elesa or available through the Website. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission.

6.2 No part of the Website or its contents may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the written permission of Elesa or as otherwise identified herein.

6.3 Without prejudice to what is set forth above, the Company grants the User a non-exclusive, non-transferable license to reproduce and download the technical drawings of the products that the Company makes available on the Website for the sole purposes of the User’s internal, non-commercial use functional to using the products, and is prohibited from redrawing them and/or making any disclosure, using any means, and/or from any commercial form of exploitation and/or use. User must not modify copies of any technical drawings in any way and must not use any illustrations or any graphics separately from any accompanying text. The Company’s status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

6.4 User must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from the Company. If User prints, copies or downloads any part of the Website in breach of these Terms and Conditions, User’s right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

7. THE COMPANY IS NOT RESPONSIBLE FOR VIRUSES

7.1 The Company does not guarantee that the Website will be secure or free from bugs or viruses.

7.2 User is responsible for configuring its information technology, computer programmes and platform to access the Website. User shall use its own virus protection software.

7.3 User must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. User must not attempt to gain unauthorised access to the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. User must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack. The Company will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the User’s identity to them. In the event of such a breach, the User’s right to use the Website will cease immediately.

8. RULES ABOUT LINKING TO THE WEBSITE

8.1 User must not link to this Website, without obtaining the prior written consent of the Company. If permission is granted by the Company, User must not:

• establish a link in such a way as to suggest any form of association, approval or endorsement; or
• establish a link to the Website in any website that is not owned by User.

8.2 The Company reserves the right to withdraw linking permission without notice.

9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. ELESA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS, CONDITIONS, OR WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE WEBSITE, INCLUDING (WITHOUT LIMITATION) IMPLIED CONDITIONS, OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. ELESA MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE WEBSITE IS ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, TIMELY, OPERATIONAL, ERROR FREE, SECURE, SAFE, OR THAT THE WEBSITE WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL ELESA (INCLUDING ANY OF ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES, CONTRACTORS, CONSULTANTS, SUCCESSORS, OR ASSIGNEES AND THIRD-PARTY SERVICE PROVIDERS) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, HEIRS OR ASSIGNEES) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE WEBSITE, FOR YOUR ACCESS TO, USE OR RELIANCE MADE ON THE SERVICES PROVIDED THROUGH THE WEBSITE, FOR ANY DAMAGE TO YOUR COMPUTER OR DATA, ANY DAMAGES ASSOCIATED WITH THE LOSS OF YOUR PERSONAL INFORMATION OR ANY OTHER DAMAGE OR ECONOMIC LOSS YOU MAY INCUR ENSUING FROM OR IN CONNECTION WITH (A) THE WEBSITE; OR (B) YOUR SUBMISSION OF PERSONAL OR OTHER INFORMATION THROUGH THE WEBSITE, EVEN IF ELESA OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE LIMITED TO A MAXIMUM AMOUNT OF $100.

CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF ELESA WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

11. INDEMNIFICATION

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Elesa, including its partners, affiliates, officers, directors, agents, subsidiaries, joint ventures, employees, contractors, consultants, successors, or assignees and third-party service providers from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including legal fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Website (including access to or use of your personal MyElesa account by any person authorized by you); (b) any breach of this Agreement by you or any other person authorized by you; or (c) any misrepresentation made by you or any other person authorized by you. You will cooperate as fully as required by us in the defense or settlement of any claim. We will provide you with timely notice of any such claim, suit or proceeding.

12. DISPUTE RESOLUTION PROCEDURE

Elesa and you (each a “Party” or collectively the “Parties”) agree to make reasonable efforts to resolve any dispute, claim, or controversy arising out of or related to this Agreement (“Dispute”) using the dispute resolution procedure set out in this Section 12. This Section will survive the termination of your relationship with Elesa.

12.1 Negotiation: The Parties will make reasonable efforts to resolve any Dispute by amicable negotiations and will provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate negotiations.

12.2 Mediation: If all or any portion of a Dispute cannot be resolved by good faith negotiations within thirty (30) days, either Party may by notice to the other Party refer the matter to mediation. Within seven (7) days of delivery of the notice, the Parties will mutually appoint a mediator. If the Parties fail to agree on the appointment of the mediator, then either Party may apply to the ADR Institute of Ontario for appointment of a mediator. The Parties will continue to negotiate in good faith to resolve the Dispute with the assistance of the mediator. Each Party will equally bear the costs of the mediator and other out-of-pocket costs, and each Party will bear its own costs of participating in the mediation.

12.3 Arbitration: If the parties fail to resolve their dispute within seven (7) days of the start of the mediation or cannot agree on a mediator, the Parties will appoint a single arbitrator who will conduct an arbitration of the Dispute in Toronto, Canada. If the Parties cannot agree on a mutually acceptable arbitrator within seven (7) days of the decision to proceed to arbitration or cannot agree on the rules to govern the arbitration, each Party shall appoint one (1) arbitrator and the two (2) arbitrators shall appoint the third arbitrator. Subject to any agreement of the Parties to the contrary, the arbitration shall be conducted in accordance with the Arbitration Act, 1991 (Ontario), as amended. The arbitrator shall deliver its decision in writing within fifteen (15) days of the hearing and, unless the Parties otherwise agree, the arbitrator’s reasons will be set out in the award. The award shall be final and binding on the Parties and shall not be subject to any appeal other than on matters of law or mixed fact and law, although either Party may request clarification from the arbitrator of the award and the arbitrator’s reasons. The award of the arbitrator may be enforced in any court having jurisdiction over the Parties. In addition, if it appears to any Party that the arbitrator lacks the power to give effective interim relief, such Party may apply to any appropriate court for such relief.

13. AVAILABILITY AND TERMINATION BY ELESA

The Website may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. Elesa may discontinue some or all of our services at any time and events beyond our control may affect our services.

Elesa may modify, suspend, or terminate your access to or use of the Website and/or your MyElesa account anytime for any reason, such as if you violate our Agreement or create harm, risk, or possible legal exposure for us, our users, or others. Any such suspension or termination shall be in addition and without prejudice to such rights and remedies as may be available to us, including injunction and other civil or equitable remedies or relief. We shall not be liable to you or to any third party in any way for such actions.

If your permission to access or use the Website and/or your MyElesa account is suspended or terminated for any reason, then: (i) this Agreement will nevertheless continue to apply and be binding upon you, in respect of your prior access to or use of the Website and anything connected with, relating to or arising therefrom; and (ii) we may continue to use and share the personal information you provided to us, in accordance with our Privacy Policy.

14. GENERAL

Modifications

At any time and at Elesa’s sole discretion, we may add, delete, or modify this Agreement or the Website. We will provide you notice of amendments to this Agreement, as appropriate by amending the “Last Modified” date at the top of this Agreement. Your continued use of Elesa confirms your acceptance of our Agreement, as amended. If you do not agree to our Agreement, as amended, you must stop using the Website. Please review our Agreement from time to time. All changes to the Agreement shall be effective immediately.

Governing Law

This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein (excluding any conflict of laws rules or principles which might refer such construction to the laws of another jurisdiction). Subject to Section 12 (Dispute Resolution Procedure) of this Agreement, the courts of the Province of Ontario shall have exclusive jurisdiction over any dispute arising from, connected with, or relating to this Agreement, and you irrevocably submit and consent to the exclusive jurisdiction of those courts in respect of such disputes.

Miscellaneous

This Agreement, which includes our Privacy Policy and any other legal notices, policies or guidelines published on the Website, constitute the entire agreement between you and us. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

Elesa’s failure or delay to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. We may assign our rights and duties under this Agreement to any party at any time without notice to you.

All of our rights and obligations under our Agreement are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner. You will not transfer any of your rights or obligations under our Agreement to anyone else without our prior written consent.

Contacting Us

If you have any questions about this Agreement, please contact us at:

Elesa Canada Ltd.
3-3600B Laird Rd.
Mississauga, ON L5L 6A7 Canada
info@elesacanada.com
Phone: +1 (905) 916-1101
Fax: +1 (289) 859-7587

Although Elesa will in most circumstances be able to receive your e-mail or other information provided, Elesa does not guarantee that it will receive all such e-mail or other information timely and accurately and shall not be legally obligated to read, act on or respond to any such e-mail or other information.