Last updated: September 20, 2023
IMPORTANT NOTICE: THESE WEBSITE TERMS AND CONDITIONS ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE ARBITRATION PROVISIONS AND CLASS ACTION WAIVER CONTAINED HEREIN, PLEASE DO NOT USE ANY OF THE WEBSITE.
These terms and conditions (the “Website Terms and Conditions”) are a legally binding agreement between you and 9303-4338 Québec Inc. (“Gaiia”), and you agree to be bound by these Website Terms and Conditions when you are visiting and/or using the website gaiia.com (the “Website”) as a Website visitor without being logged in to a Gaiia account. If you have been provided a valid account by Gaiia or a communication service provider to access Gaiia’s software application available at app.gaiia.com (the “Gaiia Software”), the Terms of Use related to the Gaiia Software will instead govern your visit and use of the Gaiia Software.
These Website Terms and Conditions should be read in conjunction with our privacy policy (the “Privacy Policy”), as both documents govern your use of the Website. If you have not done so already, please also review our Privacy Policy. IF YOU DO NOT AGREE WITH ANY PART OF THESE WEBSITE TERMS AND CONDITIONS OR THE PRIVACY POLICY. THEN PLEASE DO NOT USE ANY OF THE WEBSITE.
By using this Website, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with Gaiia and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
By visiting and/or using the Website, you agree to:
From time to time, Gaiia may provide links to other websites or services. Links from the Website may take you to websites or services not covered by these Website Terms and Conditions. When you access third-party resources on the internet in this manner, you do so at your own risk. Gaiia provides those links as a convenience to you and Gaiia does not take responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the terms of use and/or the privacy policy of any website or service you visit. Gaiia does not make any claim, representation or warranty whatsoever about the content of those websites to which Gaiia links, or any products or services available through those websites or the third parties operating those websites. Accordingly, you agree that Gaiia will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any website linked from the Website.
In no way will Gaiia be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to the Website or the information thereon; (2) for any virus, Trojan horse, worm, or other similar destructive file received as a result of your use of third-party websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.
Unless otherwise indicated in writing, any opinions expressed on the Website are those of the authors only and not those of Gaiia or any third party providers. Some content displayed on the Website may content embedded from third-party services and therefore may be subject to the terms of service of these services, as applicable.
The content, arrangement and layout of the Website, including but not limited to the trademarks, photos, logos, videos, audio, images, texts (in the form of plain text, HTML, or PDFs) and computer code are proprietary to Gaiia, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of Gaiia, or as permitted by the functionality of the Website or these Website Terms and Conditions. Any unauthorized use of the content, arrangement or layout of the Website, computer code, images, logos, videos, audio or trademarks found on the Website or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and Gaiia may take action accordingly.
The above paragraph further applies to third party property used as part of the Website, including but not limited to third party computer code. For the purposes of the present section, “computer code” includes source code, frameworks, CSS or JavaScript files, templates, modules, or any similar files.
If you choose to submit to Gaiia any ideas, suggestions, documents, or proposals through any communication channel for improvements to the Website (collectively, “Feedback”), you agree that submission of any Feedback is at your own risk and that Gaiia has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Gaiia a fully paid-up, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose. You agree to complete and execute any documents and perform such acts as Gaiia may deem necessary in its reasonable opinion to give full effect to the present Website Terms and Conditions. You understand and agree that you, not Gaiia, are fully responsible for any Feedback and other content that you submit or contribute to, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Feedback or any other content submitted by you or any other user of the Website.
From time to time, the Website may be unavailable for brief periods of time for maintenance and/or modifications to the Website. While Gaiia will endeavour to make this unavailability as brief as possible, Gaiia shall not be held responsible for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website, and disclaims any responsibility thereto.
You agree that Gaiia, in its sole discretion, with or without cause, has the right (but not the obligation) to block your IP address or otherwise terminate your access to or use of the Website (or any part thereof), immediately and without notice, for any reason, including, without limitation, if Gaiia believes that you have acted inconsistently with the letter or spirit of the Website Terms and Conditions or the Privacy Policy.
Gaiia may also, in their sole discretion and at any time, discontinue providing the Website, or any part thereof, with or without notice. You agree that Gaiia shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website, or from Gaiia’s termination of the Website or any part thereof.
Termination of the Website or your access to the Website shall terminate these Website Terms and Conditions and the Privacy Policy between you and Gaiia. All provisions of these Website Terms and Conditions which by their nature should survive termination of these Website Terms and Conditions shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnification and limitations of liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, THE INFORMATION THEREON (WHETHER PROVIDED BY GAIIA OR THIRD PARTIES) OR ANY ACTIVITY ARISING FROM YOUR USE OF THE WEBSITE OR THE INFORMATION THEREON OR THE MATERIALS DOWNLOADED THEREFROM IS AT YOUR SOLE RISK. THE WEBSITE, ANY MATERIALS DOWNLOADED THEREFROM, OR ANY THIRD-PARTY MATERIALS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, STREAM OR ACCESS OF ANY MATERIAL OBTAINED THROUGH THE USE OF THE WEBSITE OR ANY OTHER FUNCTIONALITIES OF THE WEBSITE, OR LOSSES OR DAMAGES (FINANCIAL OR OTHERWISE) RESULTING FROM (I) YOUR USE OF THE WEBSITE, THE INFORMATION THEREON, ANY MATERIALS DOWNLOADED THEREFROM, OR (II) ANY ACTIVITY ARISING FROM THE USE OF THE WEBSITE, THE INFORMATION THEREON OR ANY MATERIALS DOWNLOADED THEREFROM.
THE INFORMATION OR RESOURCES PROVIDED THROUGH THE WEBSITE, WRITTEN OR PRODUCED BY GAIIA’S STAFF, FREELANCE WRITERS OR OTHER SUBCONTRACTORS ARE KNOWN TO BE AS ACCURATE AS POSSIBLE AT THE TIME OF WRITING OR PRODUCTION, AND EVERY EFFORT HAS BEEN MADE TO ENSURE THAT THE INFORMATION FROM THE WEBSITE IS AS ACCURATE AND UP-TO-DATE AS POSSIBLE. HOWEVER, CERTAIN INFORMATION MAY CHANGE, AND ERRORS OR OMISSIONS MAY OCCUR, AND GAIIA WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, FINANCIAL OR OTHERWISE, RESULTING FROM CHANGES OR ERRORS IN INFORMATION, OR ANY OMISSION, ON THE WEBSITE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, GAIIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF TITLE AND NON-INFRINGEMENT; WARRANTIES THAT THE WEBSITE, THE INFORMATION THEREON OR ANY MATERIALS DOWNLOADED THEREFROM, AND ANY THIRD-PARTY MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE AND FREE FROM VIRUS AND OTHER HARMFUL COMPONENTS; AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GAIIA, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND SUBCONTRACTORS DO NOT WARRANT THAT: (I) THE WEBSITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS OR OMISSIONS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE WEBSITE OR ANY CONTENT DOWNLOADED THEREFROM WILL MEET YOUR REQUIREMENTS.
GAIIA SHALL NOT BE LIABLE AND ASSUMES NO RESPONSIBILITY FOR ANY LOSS OR DAMAGES ARISING FROM OR IN RELATION TO THE INFORMATION ON THE WEBSITE OR DOWNLOADED THEREFROM, THE USE OF THE WEBSITE, ACTIVITIES ARISING FROM YOUR USE OF THE WEBSITE, OR ANY THIRD-PARTY MATERIALS ON THE WEBSITE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GAIIA, ITS AFFILIATES AND OTHER RELATED ENTITIES, ITS LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, OWNERS, PARTNERS, PARTNERSHIPS, PRINCIPALS, EMPLOYEES, SERVANTS, AGENTS, REPRESENTATIVES, SUCCESSORS, ASSIGNS AND SUBCONTRACTORS BE LIABLE FOR ANY DAMAGE WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, LOST OR DAMAGED DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF OR RELATING TO THE WEBSITE OR YOUR USE, MISUSE OR INABILITY TO USE THE WEBSITE, EVEN IF GAIIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, GAIIA WILL NOT BE LIABLE TO USERS FOR MORE THAN THE GREATER OF (a) CAN$ 100.00; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE APPLICABLE LAWS UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF GAIIA FOR (i) DEATH OR PERSONAL INJURY CAUSED BY GAIIA’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A GAIIA’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Notwithstanding any other term of the Website Terms and Conditions or any act or failure to act by Gaiia or its agents or subcontractors, you agree to indemnify, defend and hold harmless each of Gaiia, its affiliates and other related entities, its licensors, and each of their respective officers, directors, shareholders, owners, partners, partnerships, principals, employees, servants, agents, representatives, successors, assigns and subcontractors where applicable from and against any and all damages, liabilities, costs and expenses (including attorneys’ fees), actions, claims or demands, arising out of (i) your use of or connection to the Website or the information thereon or information downloaded therefrom; (ii) your participation in any activities arising from the Website or the information thereon or information downloaded therefrom; (iii) your violation of, or failure to perform your obligations under the Website Terms and Conditions or the Privacy Policy; (iv) your violation of any rights of a third party, including without limitation, your violation of third-party intellectual property rights; or (v) your violation of any applicable laws.
PLEASE READ THIS ARBITRATION TERMS OF USE CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTE WITH GAIIA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GAIIA. THIS SECTION IS REFERENCED HERETO AS AN “ARBITRATION AGREEMENT”.
You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website or to any aspect of your relationship with Gaiia will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Gaiia may seek equitable relief in court for infringement or other misuse of its intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) and for any breach of any confidentiality and privacy obligations hereunder. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Website Terms and Conditions or any prior version of these Website Terms and Conditions.
You agree that the seat of arbitration is Québec and the arbitration tribunal will be composed of one (1) arbitrator chosen by Gaiia. Either party may commence a binding arbitration in accordance with the Code of Civil Procedure (Quebec), or other forums mutually agreed upon by the parties.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement to be void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Gaiia. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator cannot act as an amicable composer and will have to decide the dispute according to the rules of law. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Website Terms and Conditions (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Gaiia.
YOU AND GAIIA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Gaiia are instead electing that all disputes, claims or requests for relief shall be resolved by arbitration under this Arbitration Agreement. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Website Terms and Conditions as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claims or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in Québec in the Province of Québec. All other disputes, claims or requests for relief shall be arbitrated.
You and Gaiia expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods (the “Convention”) and any legislation implementing such Convention will not apply to these Website Terms and Conditions nor to any dispute arising therefrom.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, CONSISTENT WITH THE CODE OF CIVIL PROCEDURE (QUÉBEC), AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS OR THE CONFLICT OF LAW PROVISIONS OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE WEBSITE TERMS AND CONDITIONS.
Gaiia may change these Website Terms and Conditions at any time. Gaiia encourage you to periodically review this page to stay informed of updates. If Gaiia make any changes, Gaiia will change the Last Updated date above.
Any modifications to these Website Terms and Conditions will be effective upon our posting of the new terms and/or upon the implementation of the changes to the Website (or as otherwise indicated at the time of posting). In all cases, your continued use of the Website after the posting of any modified Website Terms and Conditions indicates your acceptance of the terms of the modified Website Terms and Conditions.
The Website Terms and Conditions, in conjunction with the Privacy Policy, constitute the entire agreement between you and Gaiia with respect to your use of the Website, superseding any prior agreements between you and Gaiia.
Gaiia shall not be liable for any failure to perform its obligations under these Website Terms and Conditions where such failure results from any cause beyond Gaiia’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation.
If any provision of the Website Terms and Conditions or the Privacy Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Website Terms and Conditions or the Privacy Policy, as the case may be, shall remain in full force and effect.
The section titles in the Website Terms and Conditions and the Privacy Policy are for convenience only and have no legal or contractual effect.
If you have any question or comment about these Website Terms and Conditions, please do not hesitate to contact us at legal@gaiia.com.
© 9303-4338 Québec Inc.
