Terms and Conditions for the Online Sale of Goods and Services

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.  THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM MY WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH EXSHAW KNITS, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of products and services through m1rknit.com (the "Site") pages and accounts on Facebook®, X®, LinkedIn®, Google Plus®, Threads® and YouTube® (the “Sites). Please read both these Terms, my Terms of Use, and my Privacy Policy carefully, which is incorporated into these Terms. By using any or all of the Sites, you accept and agree to be bound by these Terms. I may modify these Terms from time to time, and any modifications will be effective immediately when I post them. All changes I make will be reflected in the date at the top of the document. You are responsible for reviewing any modified terms. Your purchase of any product or services that are available through this Site means you accept and agree to any changes. For your convenience and future reference, the date of the most recent revision of these Terms is listed above so that you may compare different versions to determine what, if any, changes have been made.

Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between M1R KNIT and you will not take place unless and until you have received your order confirmation e-mail. 

Prices and Payment Terms.

1. All prices posted on this Site are subject to change without notice. The price charged for the product or service you purchase will be the price in effect at the time the order is placed and will be set out in your order confirmation e-mail. Price increases will only apply to orders placed after such changes. Listed prices do not include taxes or charges for shipping and handling. You will have notice of all such taxes and charges by reviewing your merchandise total in your shopping cart and in your order confirmation e-mail. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.

2. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. We accept Visa, Mastercard, American Express, Diners, Apple Pay, Google Pay, Klarna, PayPal and bank transfer for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Shipments; Delivery; Title and Risk of Loss.

1. We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.

2. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments, nor are we required to refund orders lost in the mail. However, if an item is not delivered by the carrier, you must notify us within 48 hours of the originally scheduled delivery date. Any decision regarding whether or not to replace a lost item is within our sole discretion, upon timely notice. 

All Sales Final. All sales are final, non-cancellable and non-refundable. We do not accept returns of products. You are entitled to a refund in the event that the product arrives damaged. This does not affect your statutory rights. In the event your claim is justified, the purchase price and the shipping costs will be refunded. To request a refund, you must contact our customer service team by writing to us at Contact Us Form within forty-eight (48) hours of delivery. We may request photos of the product and a copy of your confirmation email. Any refunds will be issued based on the original form of payment. If you paid via bank transfer you need to give this information to our customer service staff when you initiate the return so that we can refund the money directly to your account. For any requests for refund, you must contact our customer service team by writing to us at Contact Us Form including details of: your name; your geographical address; the order number and reason for request; your phone number; and your email address.

SUBSCRIPTION PROGRAM.

Subject to availability, we may offer you the possibility to purchase a certain amount of our products (“Subscription Products”) for a certain auto-renewable term (“Subscription Term”) and at certain replenishment intervals (“Replenishment”), as further described and detailed on a specific section of the Website and at the order checkout page (with each of these elements at the sole discretion of M1R KNIT). Subscription Products will be delivered to you in accordance with these Terms. We shall use our best commercial efforts to inform you of the available subscription options and key terms and conditions in relation to your participation in our Subscription Program (as defined below) before and during the product purchase process and prior to completion of your order. Should you have any questions regarding any of our Subscription Products or our Subscription Program, then please contact our customer service here.

Please note that purchasing Subscription Products is only possible in relation to Canadian Orders. Subscription Products are not available for delivery to addresses outside Canadian borders.

If you purchase a Subscription Product you acknowledge and agree that:

• You are participating in M1R KNIT’s automatic renewal subscription program (“Subscription Program”), and the Subscription Term will be automatically renewed for additional periods of the same duration as the Subscription Term at M1R KNIT’s current price for the Subscription Products you have subscribed to, until you cancel your Subscription Program in accordance with these Terms;

• You will pay all applicable fees related to the Subscription Program (“Subscription Program Fees”) made known to you when ordering the Subscription Product;

• We may use a third party payment vendor to process your payment of Subscription Program Fees;

• You warrant and represent that you are the valid owner or authorized user of the credit or debit card or other payment method facilitated by a third party payment vendor, and that all information you provide is accurate;

• At no point during the Subscription Term are you entitled to have Subscription Products delivered by M1R KNIT (or any of its partners or third party service providers) to an address outside Canadian borders; and

• you authorize M1R KNIT to charge your credit or debit card or other payment method at the start of the Subscription Term, and at every Replenishment, until you cancel the Subscription Program or the Subscription Term expires.

Your right to use and delivery of the Subscription Products is conditioned upon M1R KNIT receiving your payment of the Subscription Program Fees. If payment cannot be charged to your credit or debit card or other payment method, or if a charge is refunded or cancelled for any reason, we reserve the right to immediately either suspend or terminate your access to and participation in the Subscription Program, thereby terminating your subscription and all our obligations under these Terms.

We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

Cancellation of Subscription Program

• You may cancel your Subscription Program at any time, except if your Subscription Term includes a minimum subscription period during which you have agreed to not cancel, terminate or suspend the Subscription Program.

• To inform us of your cancellation, please contact us here. Upon receipt of your cancellation notification we shall (i) immediately terminate your Subscription Program, (ii) cancel any scheduled but unshipped Replenishments, and (iii) immediately terminate any authorization given by you to charge your preferred payment method in relation to your Subscription Program, except with respect to any Replenishments that were shipped prior to the receipt of your cancellation notification which shall be charged to your preferred payment method in accordance with these Terms.

Limitation of Liability. We do not exclude our liability to you where it would be unlawful to do so.  If applicable law does not allow all or any part of the below limitations of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law. SUBJECT TO THE AFORESAID, IN NO EVENT SHALL WE (INCLUDING OUR PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) UNDER ANY CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU FOR ANY LOSS, DAMAGE (WHETHER DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE), COSTS, EXPENSES, LIABILITIES OR PENALTIES, WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE, WHETHER FORESEEABLE OR UNKNOWN, ARISING FROM, IN CONNECTION WITH OR RELATING TO:

• YOUR USE OF OUR WEBSITE;

• ANY CORRUPTION OR LOSS OF DATA;

• ANY INABILITY TO ACCESS OUR WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTIONS, SUSPENSION OR WITHDRAWAL OF OUR WEBSITE (FOR ANY REASON WHATSOEVER);

• ANY USE YOU MAKE OF ANY CONTENT OR MATERIALS ON OUR WEBSITE, INCLUDING ANY RELIANCE YOU MAKE ON SUCH CONTENT OR MATERIAL;

• ANY LOSS OF SAVINGS, PROFITS, SALES, BUSINESS OR REVENUE;

• ANY LOSS OF REPUTATION OR GOODWILL;

• ANY LOSS OF SAVINGS;

• ANY LOSS OF A CHANCE OR OPPORTUNITY; OR

• ANY OTHER SECONDARY, CONSEQUENTIAL OR INDIRECT LOSSES,

AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WITHOUT LIMITATION, YOU ASSUME AND SHALL BE LIABLE FOR THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS, DAMAGE, COSTS, EXPENSES, LIABILITIES OR PENALTIES ARISING.

WE SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

You specifically agree that we shall not be liable for any content or the defamatory, offensive or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

YOU AGREE THAT IN THE EVENT THAT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES ARISING OUT OF, OR IN CONNECTION WITH, OUR ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEBSITE, SERVICE, PROPERTY, PRODUCT OR OTHER CONTENT OWNED OR CONTROLLED BY US, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY US.

To the extent that any of the provisions of this section are unenforceable as outright exclusions of liability, they shall be construed as limitations on liability, limiting our liability to you to the maximum extent permitted by law.

Intellectual Property Use and Ownership. You acknowledge and agree that:

1. Each product and service marketed on this Site is made available solely for license, not sale, to you and other prospective customers under the terms, conditions, and restrictions of the license agreement posted with/made available to you through a link accompanying the display or description of that specific product or service.

2. You will comply with all terms and conditions of the specific license agreement for any product or service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing and transfer of those licensed products and services. You will not cause, induce or permit others' noncompliance with the terms and conditions of any of these product and service license agreements.

3. M1R KNIT is and will remain the sole and exclusive owner of all intellectual property rights in and to each product and service made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights, subject only to the limited license granted under the product's or service's license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Site, or of any intellectual property rights relating to those products or services.

Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.

ADDITIONAL TERMS AND CONDITIONS

1. GOVERNING LAW. The Parties have entered into this Agreement in the Province of British Columbia and agree that the validity, interpretation, and legal effect of this Agreement, as well as all disputes arising out of the Agreement shall be determined in accordance with the laws of the Province of British Columbia, Canada, without regard to conflicts of law principles that would dictate the application of the law of a different jurisdiction. In the event of any action or proceeding arising out of, relating to or concerning this Agreement, or litigation arising from the terms and conditions of this agreement, including, without limitation, any claim of breach of contract, shall be determined in accordance with the laws of the Province of British Columbia, and that venue of any action will be located in the District Court of Quesnel, British Columbia. 

2. BINDING EFFECT. This Agreement shall be binding upon, is for the sole benefit of the Parties hereto, and inure to the benefit of the successors, executors, heirs, representatives, administrators, and permitted assigns of the parties. The Parties have no right to assign this Agreement, by operation of law or otherwise. 

3. INDEMNIFICATION. To the extent permitted by applicable laws, both Consumer and Company agree to defend, indemnify, and hold harmless the respective party, its owners, officers, directors, employees, affiliates, contractors, licensors, successors, or assigns from and against any and all liabilities and expenses whatsoever — including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys’ fees, and disbursements — which any of them may incur or become obligated to pay arising out of or resulting from breach of this Agreement. 

4. BINDING ARBITRATION.  ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE TO BE SETTLED BY BINDING ARBITRATION IN THE PROVINCE OF BRITISH COLUMBIA, OR ANOTHER LOCATION MUTUALLY AGREEABLE TO THE PARTIES. ANY ARBITRATION AWARD MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION.

5. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, inducements or conditions, express or implied, written or oral, between the parties. This agreement expressly supersedes any and all prior written and/or oral agreements, and the terms and conditions of this agreement cannot be modified without the express written consent of both parties. The terms and conditions of this Agreement shall be binding upon the parties, their personal representatives, successors and assigns, and may not be assigned to any third party beneficiary.

6. EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of M1R KNIT intellectual property rights and confidential and proprietary information by you, M1R KNIT will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. M1R KNIT may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect its rights and property pending the outcome of the Arbitration referenced above. You consent to the personal and subject matter jurisdiction of the federal and state courts in QUESNEL, BRITISH COLUMBIA, Canada for purposes of any such action by M1R KNIT.

7. COMPLIANCE WITH LAW. The parties shall comply with all applicable laws in performing this agreement. Whenever there is any conflict between any provision of this Agreement and any law, the law shall prevail.

8. NO WAIVER. If the Parties choose to waive one provision of this agreement, that does not mean that any other provision is also waived. The party against whom a waiver is sought to be effective must have signed a waiver in writing. 

9. FORCE MAJEURE: Either party may choose to be excused of any further performance obligations in the event of a disastrous occurrence outside the control of either party, such as: an act of God (fires, explosions, earthquakes, hurricane, natural disasters, flooding, storms or infestation), or War, Invasion, Act of Foreign Enemies, Embargo, or other Hostility (whether declared or not), or any hazardous situation created outside the control of either party such as a riot, disorder, nuclear leak or explosion, or act or threat of terrorism.