PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES.

• BINDING AGREEMENT

The following terms and conditions (the “Terms and Conditions”) govern and apply to your use of or reliance upon this website, including [NTD: INSTERT WEBSITE URL] and any other website operated by Born Replica Inc., and exploiting Our services or products (the “Website”) maintained by Born Replica Inc. (and also referred to as “us”, “we”, or “our”, as the context may require). Your access or use of the Website indicates that you have read, understand, and agree to be bound by these Terms and Conditions and any other applicable laws, statutes and/or regulations. If you do not want to be bound by these Terms and Conditions do not access and/or use the Website.

• CHANGES

Changes may be made at any time to these Terms and Conditions, the Website, any text, guidelines, information, pictures, QR barcodes and other barcodes, videos, audio recordings, data, hyperlinks, displays and other content contained within, displayed by, generated by or associated with the Website (the “Content”), without prior notice to you, effective upon its posting to the Website.  Your continued use of the Website constitutes your acceptance to be bound by these Terms and Conditions and any changes thereto.

Born Replica Inc. may alter, modify, update, suspend, discontinue, eliminate, cancel and/or terminate any aspect of the Website, including the availability of any and all of its features, at any time, in its sole discretion and without notice.  

Born Replica Inc. may also alter, modify, update, remove, delete, annotate or editorialize any Content at any time, in its sole discretion and without notice. These Terms and Conditions also govern any updates to, or supplements or replacements for, the Website, which may also be subject to additional terms that will accompany such updates, supplements or replacements.

• ACCESS AND USE OF THE WEBSITE

Access to and use of the Website is limited to individuals who have reached the age of majority in the jurisdiction in which they reside and who otherwise have the capacity to enter into binding agreements. Access to and use of the Website is prohibited in those jurisdictions where the foregoing is contrary to applicable laws.

Subject to your continued compliance with these Terms and Conditions, Born Replica Inc. hereby grants you permission to access and use the Website and hereby grants you a license to use the Content for your personal use. Any commercial use of the Website or Content is strictly prohibited. Without limitation to the foregoing, the Content may not be copied, compiled, harvested, distributed, republished, uploaded, posted, decompiled, or transmitted in any way, without the prior written consent of Born Replica Inc.

• INTELLECTUAL PROPERTY

All intellectual property on the Website (except for User Generated Content, as defined below) is owned by us or our licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by Born Replica Inc. All content on the Website (except for User Generated Content, as defined below), including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, Websites, interactive features and all other content is a collective work under Canadian and other copyright laws and is the proprietary property of the Company; All rights reserved.

• USE OF COMPANY MATERIALS

We may provide you with certain information as a result of your use of the Website including, but not limited to, documentation, data, or information developed by us, and other materials which may assist in the use of the Website or services (“Company Materials”). The Company Materials may not be used for any other purpose than the use of this Website and the services offered on the Website. Nothing in these Terms of Use may be interpreted as granting any license of intellectual property rights to you.

• USER GENERATED CONTENT

“User Generated Content” is communications, materials, information, data, opinions, photos, profiles, messages, notes, mobile Website links, text information, music, videos, designs, graphics, sounds, and any other content that you and/or other Website users post or otherwise make available on or through the Website, except to the extent the content is owned by us.

• USE OF PRODUCTS AND/OR SERVICES 

In the event that you pay for products or services by Born Replica Inc. for the use of any audio and/or visual content, you are granted a non-exclusive right to such audio and/or visual content to use and exploit in accordance with your respective subscription and these Terms and Conditions. 

• ACCOUNT AND ACCOUNT USE

Your use of the Website requires an account identifying you as a user of the Website (an “Account”). You hereby acknowledge and agree to the following:

• You are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission; 

• You agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account; and 

• You agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

• PAYMENT

When you make a purchase on the Website, you agree to provide a valid instrument to make a payment. Pay attention to the details of the transaction, as your total price may include taxes, fees, and shipping costs, all of which you are responsible for.

When you provide a payment instrument to us, you confirm that you are permitted to use that payment instrument. When you make a payment, you authorize us (and our designated payment processor) to charge the full amount to the payment instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information.

If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount as high as the full price. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you. We may cancel any transaction if we believe the transaction violates these Terms and Conditions, or if we believe doing so may prevent financial loss. In order to prevent financial loss to you or to us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of law.

Payment for any on-going services is billed automatically until notification that you would like to terminate your access to the services.

• ACCEPTABLE USE

You agree not to use the Website for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website in any way that could damage the Website, the services or the general business of Born Replica Inc.. You further agree not to use and/or access the Website: 

• to harass, abuse, or threaten others or otherwise violate any person's legal rights; 

• to post, upload, publish, submit, or transmit any Content that infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, personality rights, or rights of publicity or privacy;

• to use, display, or recreate the Website or any individual element within the Website, Born Replica Inc.’s name, any Born Replica Inc. trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Born Replica Inc.’s express written consent;

• to extract, scrape, index, copy, or mirror the Website, the Content, or portions thereof;

• to violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

• to transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

• to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

• to attempt to probe, scan, or test the vulnerability of any Born Replica Inc. system or network or breach any security or authentication measures;

• to avoid, bypass, remove, deactivate, disable, impair, descramble, decrypt or otherwise circumvent any technological measure implemented by Born Replica Inc. or any of Born Replica Inc.’s providers or any other third party (including another user) to protect the Content or to ensure the proper operation of the features and functionality of the Website;

• to impersonate or misrepresent your affiliation with another person or entity;

• to perpetrate any fraud; 

• to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme; 

• to submit fake, falsified, misleading, or inappropriate data or information; 

• to publish or distribute any obscene or defamatory material; 

• to publish or distribute any material that incites violence, hate or discrimination towards any group;

• to unlawfully gather information about others; 

• to use the Website for any commercial purpose or for the benefit of any third party or in a manner not permitted by these Terms and Conditions;

• to use the Website in bad faith or for any improper motive; 

• to violate any applicable law or regulation; or 

• to encourage, assist or enable any other individual to do any of the foregoing.

• PRIVACY INFORMATION

Through your use of the Website, you may provide us with certain information. By using the Website, you authorize us to use your information in Canada and any other country where We may operate. When you register for an Account, you provide us with a valid email address and may provide us with additional information, such as your name and/or billing information. Depending on how you use our Website, we may also receive information from external Websites you use to access our Website, or we may receive information through various web technologies, such as cookies, log files, clear gifs, web beacons or others. We use the information gathered from you to ensure your continued good experience on our mobile Website, including through email communication. We may also track certain of the passive information received to improve our marketing and analytics, and for this, we may work with third-party providers. If you would like to disable our access to any passive information we receive from the use of various technologies, you may choose to disable cookies in your web browser. Please be aware that we will still receive information about you that you have provided, such as your email address. If you choose to terminate your account, we will store information about you indefinitely. 

• PERSONAL INFORMATION AND PRIVACY POLICY 

Your use of the Website necessarily entails collection of personal information about you and use and disclosure of such personal information. By using the Website, you acknowledge and confirm that you have read Born Replica Inc.’s Privacy Policy and that you provide your consent in regard to any and all activities, tasks, practices and undertakings discussed in such privacy policy relating to the collection, use, disclosure, storage, communication, transmission, modification, retention and destruction of your personal information. Please ensure that you have read and understand our Privacy Policy. Without limitation to the generality of the foregoing, your access and use of the Website constitutes your consent to all actions we take with respect to personal information collected or otherwise obtained in conjunction with the foregoing to the extent consistent with Born Replica Inc.’s Privacy Policy.

• SALE OF GOODS/SERVICES

We may sell goods or services or allow third parties to sell goods or services on the Website. We undertake to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, we do not guarantee the accuracy or reliability of any product information and you acknowledge and agree that you purchase such products at your own risk.

• REVERSE ENGINEERING

You may not undertake any of the following actions: 

• reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Website; or

• violate the security of the Website through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

• SECURITY

Information collected by Born Replica Inc. is stored in a secure manner.  However, you acknowledge that there are security and privacy limitations which are beyond the control of Born Replica Inc. and that the security, integrity and privacy of any and all information and data and Content exchanged between you and Born Replica Inc. through the Website cannot be guaranteed. We are not responsible for the security of your Account or User Generated Content. Your use of the Website is at your own risk.

• INDEMNIFICATION

You defend and indemnify and hold harmless Born Replica Inc. and any of its affiliated and related companies, and each of their respective directors, officers, shareholders, employees, licensees, representatives and assigns, from and against any and all claims, losses, damages, costs and expenses (including legal fees) which may arise from or relate to your use or misuse of the Website, your breach of these Terms and Conditions, or your conduct or actions. We will select our own legal counsel and may participate in our own defence, if we wish to so.

• SPAM POLICY

You are strictly prohibited from using the Website or any of our services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

• THIRD-PARTY LINKS & CONTENT

We may occasionally post links to third party mobile Websites or other services. We are not responsible or liable for any loss or damage caused as a result of your use of any third party services linked to from our Website.

• ENURMENT AND ASSIGNMENT

These Terms and Conditions shall bind and enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. You may not assign your rights or obligations hereunder without Born Replica Inc.’s prior written consent. 

• NO WAIVER

Born Replica Inc.’s failure to enforce any provision of these Terms and Conditions will not be construed as a waiver of such provision. 

• VARIATION

If any part of these Terms and Conditions is held to be unlawful, void, invalid or unenforceable by any court of law, that part of these Terms and Conditions will be deemed severable and will not affect the validity and enforceability of any remaining provisions, to the fullest extent.

• TERMINATION OF ACCOUNT

Either party may terminate these Terms and Conditions for convenience upon written notice. Without limitation to the foregoing, we may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party's equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.

In the event of termination all provisions relating to intellectual property (except for any express or implied licenses granted to you), all indemnification obligations, all disclaimers and all limitation and exclusion of liability provisions will survive any such termination or any termination of the agreement formed by these Terms and Conditions, regardless of the reason for such termination and regardless of whom initiates termination.

• WEBSITE MONITORING AND ENFORCEMENT 

Born Replica Inc. has the right, without provision of notice to take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, Born Replica Inc. has the right to fully cooperate with any law enforcement authorities and/or regulator as well as to comply with and give effect to any court order requesting or directing it to disclose the identity or other information of anyone posting any materials through use of the Website.

• NO WARRANTIES

Your use of the Website is at your sole and exclusive risk and any services provided by us are on an "as is" basis. We disclaim any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Website will meet your needs or that the Website will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. Any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Website is your sole responsibility and we are not liable for any such damage or loss.

• SERVICE INTERRUPTIONS

We may need to interrupt your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, and that Born Replica Inc. will have no liability for any damage or loss caused as a result of such downtime.

We do not warrant that the Website (and features and functionality of the Website) will be available at all times, as (in addition to the factors mentioned above), it may be down for maintenance or as a result of a bug or other deficiency. Although we will endeavour to fix deficiencies, we provide no guarantee or assurances in this regard. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY YOU OR ANY THIRD PARTY USING THE WEBSITE, ARISING FROM THE WEBSITE, FROM ANY INFORMATION DISPLAYED AS PART OF USE OF THE WEBSITE OR FROM ANY UNAVAILABILITY OF ANY OF THEM.

• DISCLAIMERS AND LIMITATION ON LIABILITY

We are not liable for any damages that may occur to you, your device or any associated devices as a result of your use of the Website, to the fullest extent permitted by law. This applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.

ACCESS TO AND USE OF THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS AND BORN REPLICA INC. DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO QUALITY, ACCURACY, COMPLETENESS, LEGALITY, NON-INFRINGEMENT, CURRENCY, RELIABILITY, EFFICACY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED ACCESS TO THE WEBSITE, ERROR-FREE OPERATION OF THE WEBSITE, THE ABSENCE OF COMPUTER VIRUSES AND OTHER HARMFUL COMPONENTS OR CORRUPTED DATA OR INFORMATION ON THE WEBSITE. 

BORN REPLICA INC., ITS ADVERTISERS, SPONSORS, CONTENT PROVIDERS, SERVICE PROVIDERS AND BUSINESS PARTNERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES RELATED TO OR ARISING FROM THE USE OR INABILITY TO USE THE WEBSITE AND/OR THE CONTENT INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REPUTATION, PURE ECONOMIC LOSS, INTRUSION UPON SECLUSION, PAIN AND SUFFERING, INJURY TO DIGNITY, FEELINGS AND SELF-RESPECT, LOSS OF PROFIT, LOSS OF BUSINESS OPPORTUNITY, DEPRECIATION OF GOODWILL, LOSS OF REVENUE, AND NON-MONETARY LOSSES, WHETHER BASED ON BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), AND/OR VIOLATION OF APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, STRICT LIABILITY, BREACH OF WARRANTY, FAILURE OF ESSENTIAL PURPOSE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

THE CONTENT IS INTENDED FOR INFORMATIONAL PURPOSES ONLY, IS NOT INTENDED TO CONSTITUTE ADVICE, ENDORSEMENTS OR RECOMMENDATIONS, AND SHOULD NOT BE RELIED UPON IN ANY SUCH REGARD. BORN REPLICA INC. DOES NOT RECOMMEND OR ENDORSE THE USE OF ANY THIRD PARTY GOOD OR SERVICE THAT MAY BE SHOWN, FEATURED AND/OR DESCRIBED ON THE WEBSITE. ANY INFORMATION CONTAINED ON THE WEBSITE SHOULD BE USED ONLY AFTER HAVING BEEN VALIDATED AND VERIFIED. BORN REPLICA INC. IS NOT RESPONSIBLE OR LIABLE IN TERMS OF ANY INACCURACY IN TERMS OF THE CONTENT, WHETHER PROVIDED BY BORN REPLICA INC. OR ANY THIRD PARTY. IT IS YOUR SOLE RESPONSIBILITY TO VERIFY THE ACCURACY, CURRENCY AND COMPLETENESS OF ANY CONTENT AND TO TAKE REASONABLE PRECAUTIONS WHERE THE FOREGOING CANNOT BE UNDERTAKEN WITH CERTAINTY.  

ANYONE ACCESSING AND USING THE WEBSITE DOES SO AT HIS OR HER OWN RISK AND AGREES TO INDEMNIFY BORN REPLICA INC. AND ITS SERVICE PROVIDERS AND CONTENT PROVIDERS FROM ANY AND ALL LIABILITY, LOSS, INJURY, DAMAGES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES) AND OTHER LOSSES ARISING FROM SUCH PERSON'S USE OF THE WEBSITE AND/OR USE OF CONTENT.

• GOVERNING LAW AND JURISDICTION 

These Terms and Conditions and the use of the Website and Content are governed by and interpreted in accordance with the laws of the Province of Ontario, and you irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada (including, without limitation, provincial and federal courts located in the city of Toronto). Notwithstanding the foregoing, Born Replica Inc. may institute proceedings in any jurisdiction where infringement of its intellectual property and/or any misappropriation or misuse of its confidential information and/or trade secrets takes place. 

Born Replica Inc. controls and operates the Website from its offices in Ontario, Canada.  Born Replica Inc. makes no representation that the Website and the Content are appropriate or available for use in other jurisdictions. Anyone accessing the Website from other jurisdictions assumes sole responsibility for compliance with local laws.