Terms of use

Last Revised: July 10, 2023

To see the previous version of the this Terms of Use Agreement click here.

Please read this Terms of Use Agreement (“TOU Agreement”) carefully. This TOU Agreement between Rothy's Inc (“Rothy’s”, “we”, “us”, or “our”) and the user (“you” or “User”) governs the use of: (i) our website, https://rothys.com/en-ca (“Website”); (ii) the services and resources available or enabled via our Website (the “Services”); and (iii) all content, including, designs, graphics, text, photographs, illustrations, icons, multimedia, and other material that you see or read, and all related code (collectively, “Our Content”). Collectively the Website, Services, and Our Content are “Our Properties.”

We work with a third party fulfilment partner called Global-e. Global-e is the official merchant of record in relation to all sales and transactions made via the Site and they also handle order, fulfilment, delivery and refunds in the event of a return.  Accordingly, you are buying our Products from Global-e under their terms of sale, which terms of sale are incorporated into this TOU Agreement by reference.  Given Global-e’s role as our fulfilment partner of our Products, references to “we” or “us” or “our” in this TOU Agreement may be to Global-e, instead of Rothy’s, where necessary.

This TOU Agreement applies to all users visiting, accessing, or using Our Properties. By clicking the “I accept” button, making a purchase, or browsing our Website, you represent that: (1) you have read, understand, and agree to be bound by this TOU Agreement, (2) you are of legal age to form a binding contract with Rothy’s, (3) you have the authority to enter into the TOU Agreement personally or on behalf of the company you named as the User, and to bind that company to the TOU Agreement and (4) you have read and understand that your use of the Website and Service is subject to our Privacy Policy available at https://rothys.com/en-ca/pages/privacy-policy. For clarity, the term “you” refers to the individual or legal entity, as applicable, identified as the User when you registered on the Website. IF YOU DO NOT AGREE TO BE BOUND BY THIS TOU AGREEMENT, YOU MAY NOT ACCESS OR USE OUR PROPERTIES.

THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS TOU AGREEMENT.

FOR RESIDENTS OF CANADA: THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS TOU AGREEMENT AND ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF OUR PROPERTIES SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OR TERRITORY IN WHICH YOU RESIDE.

Changes to this TOU Agreement:

RESIDENTS OUTSIDE THE PROVINCE OF QUEBEC: This TOU Agreement is subject to change by us in our sole discretion at any time. Please regularly check our Website to view the then-current TOU Agreement. When we make changes, we will make a new copy of the TOU Agreement available on the Website and update the ‘Last Updated’ date at the top of this TOU Agreement. Any changes to this TOU Agreement will be effective immediately for new users of Our Properties and will be effective thirty (30) days after posting notice of such changes on our Website for existing users. Rothy’s may require you to provide consent to the updated TOU Agreement in a specified manner before we permit further use of Our Properties. If you do not agree to any change(s), you shall stop using Our Properties. Otherwise, your continued use of any of Our Properties constitutes your acceptance of such change(s).

FOR RESIDENTS OF THE PROVINCES OF QUEBEC AND ONTARIO: Any aspect of this TOU Agreement is subject to change by us in our sole discretion at any time. When we make changes, we will make a new copy of the TOU Agreement available on the Website and update the ‘Last Updated’ date at the top of this TOU Agreement. Any changes to this TOU Agreement will be effective immediately for new users of Our Properties. We will send you, at least 30 days before the amendment comes into force, a written notice clearly and legibly setting out exclusively the new clause, or the amended clause and the clause as it read formerly, the date of the coming into force of the amendment. For residents of Quebec, you may either accept the amendments by continuing to use Our Properties or you may refuse the amendment and rescind or, in the case of a contract involving sequential performance, cancel the contract without cost, penalty or cancellation indemnity by sending Rothy’s a notice to that effect no later than 30 days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in Rothy’s obligations. For residents of Ontario, you may accept the amendments by continuing to use Our Properties or you may terminate this TOU Agreement by advising us you wish to terminate your account at the contact information included in the notice of amendment.

1. Questions and concerns

If you have questions, complaints, or claims with respect to Our Properties, please contact us at the physical address or email address below. We will do our best to address your concerns. If you feel your concerns were not addressed completely, we invite you to let us know for further investigation.

Mail:
Rothy's Inc.
901 Battery Street, 3rd Floor
San Francisco, CA 94111 USA

ATTN: Customer Support

Email: help@rothys.com

Canda Customer Support: 877 201 0837

Please see our Privacy Policy for information on the manner in which we collect, use, disclose and otherwise manage your personal information.

2. Services

Our Properties allow users to browse, view, choose, and purchase various products (“Products”) on our Website. We provide Our Content to complement our Products, and all Our Content is provided for informational purposes only. We may, in our sole discretion, change, delete, update, modify or otherwise alter Products and Our Content at any time without providing you notice, and, in addition, we may change the pricing, and availability of Products in our sole discretion at any time without providing you notice. All phoTOU, videos, and other images of Products on our Website are for illustrative purposes only. The actual Product may vary from that shown on our Website. We make reasonable efforts to accurately display the attributes of our Products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of Products on our Website at any time does not guarantee that these Products will be available for purchase. Our current prices can be found on the Website.

3. Ownership

You agree that Rothy’s and its suppliers own all rights, title and interest in Our Properties (including, without limitation, the features and functionality of our Website, and server software).

3.1 Copyright

Our Properties are protected by copyright and other intellectual property laws throughout the world. We may display copyrighted materials from various individuals and entities, and if copyright notices for such materials are required, they are set forth wherever such licensed material appears on Our Properties.

3.2 Trademarks

Rothy’s stylized name and all related graphics, logos, service marks, and trade names used on or in connection with Our Properties (the “Rothy’s Marks”) are our trademarks and may not be used in connection with any third-party products or services without our prior written permission. Other trademarks, service marks, and trade names that may appear on Our Properties are the property of their respective owners.

3.3 License

We grant you a limited, revocable, non-exclusive, non-transferable, non-assignable (except pursuant to Section 17.2 (Assignment)), non-commercial license to browse, access and view any of Our Properties made available to our users.

4. Updates

You understand that Our Properties are evolving. As a result, you acknowledge and agree that we may update Our Properties from time to time, and your continued use of or access to Our Properties will be deemed to be acceptance of Our Properties as updated. You may need to update third-party software from time to time to use Our Properties.

5. Certain restrictions

The rights granted to you in this TOU Agreement are subject to the following restrictions:

  • You shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Our Properties or any portion of Our Properties, including the Website;
  • Except as expressly stated herein, you shall not copy, modify, reproduce, distribute, republish, download, display, post, repost, or transmit, in any forms or by any means, any part of Our Properties;
  • You shall not remove or destroy any copyright, trademark, service mark, or other proprietary rights notices or markings contained on or in Our Properties;
  • You shall not frame or use framing techniques to enclose any of Our Properties, including any trademark or logo, (including images, text, page layout or form);
  • You shall not use any metatags or other “hidden text” using Rothy’s Marks;
  • You shall not modify, translate, adapt, merge, or make derivative works of any part of Our Properties; and
  • You shall not use any manual or automated software, devices or other processes (including spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials).

Any future update or other addition to Our Properties shall be subject to this TOU Agreement. Rothy’s and its suppliers and service providers reserve all rights not granted in this TOU Agreement. Any unauthorized use of Our Properties terminates the licenses granted by Rothy’s within this TOU Agreement.

6. Registering your account

To access certain features of Our Properties you must be a user who has a registered customer account (“Account”) on our Website (“Registered User”). Registered Users may view their order history, shipping address, status of purchased Products, and other relevant information to their purchases within their Accounts. Unless expressly agreed to by us in writing elsewhere, we have no obligation to store any information that is available on your Account or elsewhere on Our Properties.

6.1 Registration process

You may create an Account by visiting our Website and clicking the “Create Account” button or by visiting https://rothys.com/en-ca/account/register. There, you must enter the information requested, such as your first and last name, email address and password. Once you enter the requested information and click “submit,” we will send an email to the email address you listed, via our third-party vendor to verify your email address and activate your Account. Upon activation of your Account, we will send you another email via our third-party vendor to confirm the creation of your Account.

6.2 Registration data

In registering an Account on our Website:

You agree to provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

  • You represent that you are at least eighteen (18) years old and of legal age to form a binding contract; and not a person barred from using Our Properties under the laws of the Canada, your place of residence, or any other applicable jurisdiction.
  • You are responsible for all activities that occur under your Account. • You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Our Properties by minors.
  • You agree that you will not maintain more than one Account at any given time.
  • You agree not to share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security.
  • You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.
  • You will not create or use an Account for purposes of reselling Products or for any other unauthorized commercial purpose. • You agree not to create any Account or use Our Properties if we have previously removed you, or we previously banned you from any of Our Properties.

If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of Our Properties (or any portion thereof).

    7. User content

    7.1 Types of content

    You and other users may be able to originate files, materials, data, text audio, video, images, or other content (“User Content”) on Our Properties. You acknowledge that the user who originated the User Content, and not Rothy’s, has sole responsibility for it. That means you, and not Rothy’s, are entirely responsible for User Content you upload, post, message, or otherwise make available (“Make Available”) on Our Properties (“Your Content”).

    7.2 No obligation to pre-screen content

    You acknowledge that we have no obligation to pre-screen Our Content or User Content (collectively, “Content”), but we reserve the right, in our sole discretion, to pre-screen, refuse, or remove any Content. By accepting this TOU Agreement, you hereby provide your irrevocable consent to such monitoring, and you acknowledge and agree that you have no expectation of privacy concerning the transmission of User Content. In the event that we pre-screen, refuse or remove any Content, you acknowledge that we will do so for our benefit and not yours. Without limiting the foregoing, we shall have the right to remove any User Content that violates this TOU Agreement or is otherwise objectionable.

    7.3 You own your own content

    We do not claim ownership of Your Content. But, when you (as a user) upload, post, publish, or otherwise make available Your Content on Our Properties you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including moral rights) and license to use, sublicense, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue from, and communicate to the public, perform and display Your Content, and all portions thereof, and to incorporate it in other works in any form, media or technology now known or later developed, for the full term of all worldwide intellectual property rights that may exist in Your Content.

    7.4 Your feedback

    You agree that submission of any ideas, suggestions, documents, and/or proposals to us through our suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Rothy’s has no obligations (including obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback.

    7.5 License to your content and feedback

    You hereby grant Rothy’s a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform, publicly display, re-format, and otherwise commercially or non-commercially exploit in any manner any and all of Your Content and Feedback, and any portions thereof, for the purposes of operating, maintaining, providing, and enhancing Our Properties. You hereby waive your moral rights in connection with Your Content. Please note that users may search for, see, use, modify, and reproduce any of Your Content or Feedback that you submit in a non-private or “public” area of Our Properties.

    7.6 Consent to Recording and Monitoring

    You acknowledge and agree that we and our third party vendors may record, monitor and use Your Content and other information about your interactions with our Services and the content of your communications with us (including phone calls to our representatives or your use of our online chat features) for training, quality assurance, research, development and other business purposes described in our Privacy Policy at https://rothys.com/en-ca/pages/privacy-policy.

    8. Your conduct

    As a condition of your use of Our Properties, you agree not to use Our Properties for any purpose that this TOU Agreement or applicable law prohibits. You shall not (and you shall not permit any third party to) take any action that:

    • Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;
    • Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane;
    • Constitutes unauthorized or unsolicited advertising, junk or bulk email;
    • Involves commercial activities and/or sales without our prior written consent (e.g. contests);
    • Impersonates any person or entity, including employees or representatives of Rothy’s;
    • Interferes with or attempts to interfere with the proper functioning of Our Properties or uses Our Properties in a way not expressly permitted by this TOU Agreement; or
    • Engages in or attempts to engage in any potentially harmful acts that are directed against Our Properties, including violating (or attempting to violate) any security features, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Our Properties, introducing viruses, worms, or similar harmful code into Our Properties, or interfering or attempting to interfere with the use of Our Properties by another use, host, or network.

    9. Investigations

    We may, but are not obligated to, monitor or review Our Properties at any time. If we become aware of any possible violations by you of this TOU Agreement, we reserve the right to investigate such violations, and we may, at our sole discretion, immediately terminate your license to Our Properties, without prior notice to you.

    10. Orders

    10.1

    You order and purchase our Products from our fulfilment partner Global-e who will act as the merchant of record and the 'trader' under applicable consumer law (“Order”).  Their terms of sale apply to your purchases and can be found here.  
We reserve the right at any time to change order methods, fulfillment providers and payment processors, either immediately upon posting on Our Properties or by email delivery to you.  Payment value will be in CAD unless otherwise specified on our Website.

    10.2

    If you do not receive a message from us confirming receipt of your Order, please contact our Customer Service department at help@rothys.com before re-entering your Order.

    10.3 Verification

    When you submit your Order, our fulfillment partner Global-e may verify certain items before your Order is fulfilled, including your personal information, payment information, and creditworthiness.

    10.4 Order issues

    Although we, acting through Global-e, strive to accept all valid Orders, we reserve the right to limit, modify, deny or cancel any Order (including replacement Orders) for any reason, including if: (i) we discover an error, inaccuracy, or omission in pricing and/or other information about the Product or receive insufficient or erroneous billing, payment and/or shipping information, (ii) we suspect an Order has been placed using stolen payment card information or otherwise appears to be connected to fraud, unauthorized reselling or another violation of this TOU Agreement, (iii) the ordered Products is unavailable due to discontinuance or otherwise, (iv) the Order is connected with a previous payment dispute, or (v) the Order is associated with a user whom we suspect of abusing our Return Policy or of otherwise making fraudulent claims for Product replacements or refunds based on unfounded quality control, lost package, wrong size, wrong shoes, or order processing error complaints, or other false information. If any Product is discontinued or otherwise becomes unavailable, we reserve the right to cancel your Order and provide you a refund for the amount paid for the Product. If we are unable to accept your Order, we will inform you of this and will not charge you for the Product(s).

    10.5 Restrictions on use of products for resale, raffles and promotions

    To protect our goodwill and the intellectual property rights of Rothy’s and its licensors and suppliers, any resale of Products and Gift Cards for personal and/or business profit without our prior express written consent is strictly prohibited. Except as may be previously and expressly authorized by us in writing, we also prohibit the offering, use, transfer, or acceptance of our Products and Gift Cards for promotional purposes (e.g., as prizes in contests or sweepstakes) or in connection with any lottery, raffle or wagering scheme. We reserve the right to bar any users we suspect of violating this Section (or any other provision of this TOU Agreement) from further use of Our Properties and to refuse, limit or cancel any related Orders and/or suspend or cancel any related Accounts.

    10.6 Disclaimer

    We reserve the right to:

    • Refuse any Order you place with us;
    • Correct any errors, inaccuracies or omissions (including the price) with regard to the Products or Services offered;
    • Change or update information in connection with any Products offered;
    • Modify or cancel your Order, even after your Order has been confirmed, without notice or liability to you; and
    • Limit, reject, modify, or cancel Orders, in our sole discretion, that appear to be placed by resellers or other unauthorized parties.

    If we modify or cancel your Order, we will attempt to notify you at the last email address you provided us.

    10.7 Returns

    If you cancel a contract of sale between you and Global-e, Global-e will process any refund due to you in accordance with the returns policy section of its terms of sale, as amended by this section. Returns may be requested up to 30 days from delivery of the Product(s) to you. Global-e will refund the price paid in full (subject to any deduction they are entitled to make due to your use of or damage to the Product(s)), including the cost of standard delivery. However, they will not refund your cost of returning the Product(s) to us. If you received any promotional or other discount when you paid, any refund will only reflect the amount you actually paid. To start a return please see Global-e's Terms of Sale by visiting:  https://www.global-e.com/tos. For more information on our return policies please visit: https://rothys.com/en-ca/pages/international-returns (“Return Policy”). All purchases are subject to our Return Policy. 

    10.8 Product recall

    You agree to fully cooperate with us and provide all reasonable assistance in the event that we recall any Products. If we recall Products, we will do so at our sole expense and in our sole discretion. Please notify us at Rothy’s, 901 Battery Street, 3rd Floor, San Francisco, CA 94111 USA, ATTN: Legal Department or legal@rothys.com if you suspect there is a possibility of us needing to recall Products.

    10.9 Discounts and promo codes 

    We may, in our sole discretion, create discounts and promotional codes that may be redeemed for promotional value in your Account, or other features or benefits, subject to any additional terms that we establish on a per promotional code basis (“Promo Codes”). Promo Codes may only be used once per person. Only Promote Codes sent to you through official Rothy’s communications channels are valid. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by us; (iii) may be disabled by us at any time for any reason without liability to us; (iv) may only be used pursuant to the specific terms that we establish for such Promo Code; (v) have no monetary value and are not redeemable for cash or any cash equivalent; and (vi) may expire prior to your use.

    11. Disclaimer of warranties for our properties

    THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR LIMITATIONS OF LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. CERTAIN STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

    11.1 As is

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF OUR PROPERTIES IS AT YOUR SOLE RISK, AND OUR PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL ITS FAULTS, INCLUDING OMISSIONS AND ERRORS. ROTHY’S AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARISING FROM USE OF THE WEBSITE. For clarity, this Section 11 does not affect our Return Policy or our limited warranty for Products.

    • NEITHER ROTHY’S NOR ITS LICENSORS MAKE ANY WARRANTY, REPRESENTATION OR CONDITION THAT OUR PROPERTIES WILL MEET YOUR REQUIREMENTS OR BE UP-TO-DATE, OR THAT YOUR USE OF OUR PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
    • ANY CONTENT ACCESSED THROUGH OUR PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS OUR PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

    11.2 No liability for conduct of third parties

    YOU ACKNOWLEDGE AND AGREE THAT NEITHER ROTHY’S NOR ITS LICENSORS ARE LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

    12. Limitation of liabilities for our properties

    12.1 Limitation of certain damages

    YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ROTHY’S OR ITS LICENSORS BE LIABLE FOR ANY: (i) LOSS OF PROFITS, REVENUE OR DATA; (ii) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PROPERTIES; OR (iii) DAMAGES OR COSTS DUE TO PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS TOU AGREEMENT OR OUR PROPERTIES

    12.2 Cap on liability

    UNDER NO CIRCUMSTANCES WILL ROTHY’S OR ITS LICENSORS BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) THE TOTAL AMOUNT PAID TO ROTHY’S BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE, GIVING RISE TO SUCH LIABILITY, OR THE CLAIM OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO ANY LIABILITY OF ROTHY’S OR ITS LICENSORS FOR NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION.

    12.3 Basis on bargain

    The limitations of liability set forth above are fundamental elements of the basis of the bargain between you and us.

    12.4 Limitations may not apply to you

    THE LAWS OF CERTAIN STATES AND JURISDICTIONS, INCLUDING THE PROVINCE OF QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

    13. Violations

    If we become aware of any possible violations, or if we, in our sole discretion, determine that you breached any portion of this TOU Agreement or have otherwise demonstrated conduct inappropriate for Our Properties, we reserve the right to:

    • Investigate your behavior, including your possible violations;
    • Refer the matter to, and cooperate with any and all applicable legal authorities;
    • Disclose any information on Our Properties to comply with applicable laws, legal processes or governmental requests;
    • Deactivate your Account and cancel your Product purchase(s);
    • Enforce this TOU Agreement; and
    • Pursue any other action that we deem to be appropriate.

    14. Term and termination

    14.1 Term

    This TOU Agreement shall commence on: (i) the date you accepted this TOU Agreement or (ii), if earlier, the date you first used any of Our Properties (the “Effective Date”), and will remain in full force and effect while you use Our Properties unless terminated earlier in accordance with this TOU Agreement.

    14.2 Termination

    We reserve the right to block access to, suspend, or terminate your access to Our Properties or your Account, with or without notice, and with or without refund, if we, in our sole discretion, determine that you are in breach of this TOU Agreement.

    14.3 Effect of termination

    In the event that we terminate your access to Our Properties and/or your ability to create an Account, we may remove your access from, bar your right to further use, and delete your password and Account on our Website. Termination of access to Our Properties shall terminate this TOU Agreement. All provisions of this TOU Agreement that should survive termination, shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

    14.4 No subsequent registration

    If we discontinue your ability to access Our Properties and/or create an Account, you agree that you shall not attempt to re-register with or access Our Properties, for example, by using a different username. In the event you violate this Section 14.4, we reserve the right, in our sole discretion, to immediately take any and all of the actions set forth herein without any notice or warning to you.

    15. International users

    Our Properties can be accessed from countries around the world and may contain references to Services and/or Products that are not available in your country. These references do not imply that we intend to announce such Services or Products in your country. The selection and availability of our Services and Products may vary from country to country, device to device (because of technical limitations), and user to user. Our Properties are controlled and offered by us from our facilities in the United States. Rothy’s makes no representations that Our Properties are appropriate or available for use in other locations. Those who access or use Our Properties from other countries do so at their own volition and are responsible for compliance with local law.

    16. Canadian residents

    EXCEPT WHERE PROHIBITED BY LAW, WHICH MAY INCLUDE THE PROVINCE OF QUEBEC, any controversy, claim or dispute arising out of, relating to, or in respect of this TOU Agreement, including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with this TOU Agreement (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator.

    The seat of the arbitration shall be the same as the provincial or territorial law governing this TOU Agreement. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

    All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

    A party to this TOU Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

    17. General provisions

    17.1 Electronic communications

    The communications between you and us use electronic means, whether you visit Our Properties or send us emails, or whether we post notices on Our Properties or communicate with you via email. You: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Rothy’s provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

    17.2 Assignment

    This TOU Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

    17.3 Force majeure

    We shall not be liable for any delay or failure to perform, including failure to deliver Services, resulting from causes outside our reasonable control.

    17.4 Exclusive venue

    For residents of Canada, to the extent the parties are permitted under this TOU Agreement to initiate litigation in a court, both you and Rothy’s agree that all claims and disputes arising out of or relating to this TOU Agreement will be litigated exclusively in the courts located in the largest city in your jurisdiction of residence.

    17.5 Governing law

    For residents of Canada, the validity, interpretation, construction and performance of this TOU Agreement and any dispute or claim relating in any way to your use of Our Properties shall be governed by the laws of the province or territory in which you reside. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this TOU Agreement.

    17.6 Notice

    Where we require that you provide an email address, you are responsible for providing us with your most current email address. If the last email address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this TOU Agreement, our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to us at Rothy’s, 901 Battery Street, 3rd Floor, San Francisco, CA 94111 USA. Such notice shall be deemed given when received by Rothy’s by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail.

    17.7 Entire agreement

    This TOU Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. This TOU Agreement may be amended or superseded only be a mutually-executed writing. As used herein, “including” means “including without limitation”. The headings used in this TOU Agreement are included only for purposes of convenience and shall not limit or otherwise affect the construction of this TOU Agreement.

    17.8 Waiver

    Any waiver or failure to enforce any provision of this TOU Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    17.9 Severability

    If any portion of this TOU Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of you and us, and the remaining portions shall remain in full force and effect.