Terms of Use

Last Updated: April 16th, 2019

This Terms of Use Agreement (“Terms of Use”) is a legal agreement between you and Zensa Skin Care (“Zensa”, “we”, “us”, or “our”) providing, among other things, the terms and conditions for your access to and use of our web site zensaskincare.com (the “Site” or “website”). Please read these Terms of Use carefully and print a copy for your records.

We may from time to time modify these Terms of Use and will post a copy of the amended Terms of Use at zensaskincare.com/pages/terms. If you do not agree to, or cannot comply with, the Terms of Use as amended, you should not use this Site. You will be deemed to have accepted these Terms of Use as amended if you continue to use this Site after any amendments are posted on this Site.

The content of this website is general and is provided for information purposes only. The material on this website is not and should not be regarded as advice, including legal or medical advice. To the fullest extent permitted by law, Zensa does not give any express or implied warranties or conditions and makes no representations in relation to this website. In particular, while reasonable care is taken in its preparation, Zensa does not guarantee or warrant the accuracy, reliability, completeness or currency of the information on this website or its usefulness in achieving any purpose. Information on this website should not be used without validating that information from appropriate sources and obtaining professional advice where it is prudent to do so. You should make and rely upon your own assessments and enquires to verify the accuracy of the information provided.

In addition, to the fullest extent permitted by law, Zensa does not warrant that the website itself is free from any computer viruses or other defects or that your access to the website will be continuous or uninterrupted. Zensa accepts no liability arising from your access to this website.

THIS WEBSITE AND ALL INFORMATION PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. THE FOREGOING DISCLAIMER SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

Subject to the provisions of consumer protection legislation that cannot be excluded, Zensa accepts no liability arising from the information on this website, or on websites linked from this website, being incorrect, incomplete or misleading. To the fullest extent permitted by law, Zensa will not be liable for any loss, damage, cost or expense incurred in or arising by reason of any person relying on the information on this website. Where conditions and warranties implied by law cannot be excluded, Zensa limits its liability, where it is entitled to do so, to the resupply of the relevant service and goods, or paying you the cost of that resupply.

COPYRIGHT AND OTHER INTELLECTUAL PROPERTY

All content on this website, including text, graphics, logos, photographs, audio and video clips and data compilations is the property of Zensa or its content suppliers and protected by national and international copyright laws and laws applicable to other intellectual property. The compilation of all content on this Site is the exclusive property of Zensa and protected by national and international copyright laws.

TRADEMARKS

Zensa and all related logos, and product and service names are trade-marks (both registered and unregistered) of Zensa or its affiliates in Canada and other countries. These trade-marks, logos and other proprietary graphics may not be used in connection with any other product or service without Zensa’s express prior written consent.

Zensa grants you a limited license to access and make personal use of this Site and not to download (other than page caching or to access wholesale inquiry forms designed for downloading) or modify it, or any portion of it, except with Zensa’s express prior written consent. 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. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express prior written consent of Zensa. You may not use any metatags or any other hidden text using Zensa’s name or trademarks without Zensa’s express prior written consent. Any unauthorized use will automatically terminate the license granted above.

You are granted a limited, revocable, and non-exclusive right to create a hyperlink to zensaskincare.com so long as the link does not portray Zensa, its affiliates, or their products or services in a false, misleading, derogatory or otherwise offensive manner. If requested by Zensa, you must remove any hyperlink to this website contained on your website or any other digital content. You may not use any Zensa logo or other proprietary graphic or trade mark as part of the link without Zensa’s express prior written consent.

Zensa may include links on this website to websites owned by other parties. Zensa is not in any way responsible for the material contained on these sites, nor is Zensa responsible for the availability of these sites. Zensa does not endorse and is not responsible or liable for any content, including advertising or products offered on these sites, nor is Zensa responsible for any damage, offence or loss caused as the result of visiting these websites.

Zensa recommends that before you visit any website you check that your computer is running up-to- date virus checking software.

Personal information provided to Zensa via this website will be handled in accordance with Zensa’s Privacy Policy, which can be found at zensaskincare.com/pages/privacy.

Zensa’s credit card transactions are fulfilled by a banking institution authorized under the laws applicable to this website. When collecting credit card information for online purchases, Zensa offers secured server transactions that encrypt your information in transit to help prevent others from accessing it. All information is stored on a server that is protected using appropriate safeguards. Your credit card details are encrypted and then removed from our system once your order has been dispatched.

Although Zensa engages all reasonable efforts to safeguard the security of your information, transmissions made on or through the Internet cannot be guaranteed to be entirely secure. Please contact your financial institution immediately if you become aware of unauthorized use of your account.

You will need to register to use certain parts of this website. When registering, you will be required to nominate a username and password. You must keep this username and password safe and must not disclose this information to any third party. If you become aware of unauthorized use of your account, please notify us immediately.

If your web browser is set up to accept cookies, a cookie will be stored on your hard drive when you visit Zensa’s website. Cookies allow Zensa to collect information about your computer, which may include your IP address (a number assigned to your computer when you register with an Internet Service Provider), type of browser, operating system, domain name, and the details of any website which has referred you to this website. Zensa uses cookies to track and collect information about which parts of Zensa’s Site and newsletter (including links to other websites) are being visited by you.

Cookies also allow Zensa to recognize your computer while you are on Zensa’s site, and to send you to the country of origin and language you selected on your first visit to Zensa’s site. This information is used to maintain the quality of our service and to provide tracking and statistics regarding the use of our website.

If you would rather not have this information stored on your computer, you can configure your browser so it does not accept cookies. However, if you disable cookies you may not be able to access all parts of this website, including the purchase section.

Notwithstanding anything to the contrary in this Agreement, neither Reseller nor Reseller’s Representatives shall:

Make any representations, warranties, guarantees, indemnities, similar claims, or other commitments actually, apparently, or ostensibly on behalf of Supplier, or to any End User regarding the Products, which representations, warranties, guarantees, indemnities, similar claims or other commitments are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in this Agreement or any written documentation provided by Supplier to Reseller.

Engage in any unfair, competitive, misleading, or deceptive practices regarding Supplier, Supplier’s Trademarks, or the Products, including any product disparagement or “bait-and-switch” practices.

Sell Products via any third-party-facilitated online retail or online auction website (including, but not limited to: eBay, amazon.com, NexTag.com, PriceGrabber.com, Shopzilla.com, Best-Price.com, or any other online retail or online auction websites which sell products similar in character to Products). Supplier and Reseller acknowledge and agree that this prohibition is necessary to ensure consumer safety and the integrity of the Products. Notwithstanding the foregoing, Reseller shall be permitted to sell individual unit-volumes of its Products on its own direct website. Supplier reserves the right to prohibit sales of the Products on Reseller’s own direct website, at any time, upon written Notice to Reseller.

Make any reference or inference to discounts, price reductions, special call-in-pricing, coupons, price-matching policies, or any other special promotions of Supplier when engaging in any marketing activity regarding or sale of Products.

Use Supplier’s name, logo, name of the Products, or other information linking to Supplier or the Products to market, advertise, or sell the Products other than identifying the Products with the actual name of the Products on Reseller’s own direct website. Prohibited acts include, but are not limited to, using the Supplier’s name or logo on the Reseller’s website, creating a website to appear as if it is an official, authorized website of the Supplier, or driving traffic to the Reseller’s own direct website by the use of the Supplier’s name or the name of the Products in metatags or through other search engine optimizing methods.

Supplier reserves the right to discontinue sales of the Product to Reseller in the event Reseller engages in any Prohibited Acts enumerated above.

Supplier currently has a Minimum Advertised Price (“MAP”) policy that is issued separately from this Agreement and may be changed from time to time at the sole discretion of the Supplier. Supplier reserves the right to terminate this Agreement unilaterally at any time for violation of its MAP policy by giving written Notice to Reseller. Reseller’s agreement with Supplier’s MAP policy is not solicited nor will it be accepted as a condition of this Agreement. This Agreement will be terminated as of the written Notice as there is no right of cure for any violation of Supplier’s MAP policy.

If Reseller fails to pay any amount when due under this Agreement (“Payment Failure”) and the failure continues for ninety (90) days after Reseller’s receipt of any invoice which states Reseller’s obligation to pay such amount;

If within any period of two (2) months, two (2) or more Payment Failures occur;

If Reseller breaches any provision of this Agreement (other than a Payment Failure), and either the breach cannot be cured or, if the breach can be cured, it is not cured by Reseller within ten (10) days after Reseller’s receipt of written Notice of the breach. The Parties agree that breaches of Section 5.5 cannot be cured;

If Reseller is dissolved or liquidated or takes any corporate action for such purpose, becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency Law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due;

If Reseller sells, leases, exchanges, transfers, or disposes of a material portion of Reseller’s assets; merges or consolidates with or into any other entity, unless the surviving entity has a net worth greater than or equal to Reseller’s net worth immediately before the merger or consolidation; or undergoes a change of Control, in any case without Supplier’s prior written consent;

If Reseller violates Supplier’s MAP policy as set forth above.

Zensa may vary these Terms of Use at any time by publishing a revised version of the terms and conditions on this website.

To the extent permissible by applicable law, the law applicable to this website is the law of the province of British Columbia and the laws of Canada applicable therein unless the applicable laws of your province of residence requires that the laws of such province to govern, in which case, the laws of such province are to govern.