Sowingo Terms and Conditions of Use

THE FOLLOWING ARE TERMS OF A LEGAL AGREEMENT BETWEEN YOU AND SOWINGO.COM CORP. BY ACCESSING, BROWSING AND/OR USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO ABIDE BY AND COMPLY WITH ALL TERMS, CONDITIONS AND NOTICES CONTAINED IN OR REFERENCED BY THESE TERMS AND CONDITIONS OF USE. Sowingo reserves the right, in its discretion, to update or revise these Terms and Conditions of Use and to post such updated or revised Terms and Conditions of Use on this site. If you do not agree to these Terms and Conditions of Use, please do not use this site. Please check the Terms and Conditions of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms and Conditions of Use constitutes acceptance of those changes.

Capitalized terms are defined in the “Definitions” section below.

To submit an Order, the Buyer must register for an account with Sowingo as described below. By submitting an Order, the Buyer is bound by these Terms and Conditions.

Definitions

“Business day” means a day that is not a Saturday, Sunday or statutory holiday in Ontario, Canada.

"Buyer" means the person who purchases Goods through the Website.

“Buyer Account” means the Buyer’s user account through which the Buyer can place Orders.

“Content” means the Website, its organization and design, and any content included in or made available through the Website, including information, text, graphics, logos, button icons, images, audio clips, videos, animations, digital downloads, data compilations and software.

"Defective" means containing a fault or defect, imperfect or faulty. “Defectiveness” means the state of being Defective.

"Products" means the goods and services which are offered to the Buyer for purchase through the Website.

“Merchant Account” means the Seller’s bank account that allows the Seller to accept electronic payments and the account which Sowingo will use to process electronic payment transactions on behalf of the Seller.

“Office Profile” means the section of the Buyer Account for reviewing and editing demographics, users, subscription details and billing information.

"Order" means the Buyer's offer to purchase Goods submitted through the Website.

"Order Confirmation" means Sowingo’s written verification that the Seller will sell Goods to the Buyer in accordance with the Order from the Buyer.

“Price Comparison Feature” means the feature on the Website that allows any user to view and compare individual supplier prices for Goods.

"Purchase Price" means the price to be paid by the Buyer for the Goods, as set out in the Order Confirmation, and includes any applicable sales, use, excise, goods and services/harmonized and other taxes, freight, shipping and handling.

“Sowingo” means Sowingo.com Corp., whose registered office is at 786 King St W, Toronto, ON M5V 1N6, Canada.

"Special Conditions" are any terms and conditions imposing additional restrictions, obligations and/or conditions on any Orders that are set out in the Order Confirmation.

"Terms and Conditions" means these terms and conditions of use, the Order Confirmation, including any Special Conditions and any policy referred to herein.

"Website" means www.sowingo.com and all pages on the website, including a Buyer’s Buyer Account.

“You” and “your” means any person accessing or using the Website, and includes any Buyer.


Website Access and Buyer Accounts

Subject to these Terms and Conditions, Sowingo grants you a limited, non-exclusive and non-transferable right to access and to use the Website in accordance with these Terms and Conditions. Sowingo reserves all rights not expressly granted in these Terms and Conditions. Sowingo may terminate this licence and your use of the Website or any Buyer Account at any time at its sole discretion.

You shall create a Buyer Account (including a user name and password) to access and to use certain portions of the Website, including to submit Orders.

You shall keep your Buyer Account’s username and password confidential. You shall not allow anyone else to access or to use the password or your Buyer Account, and shall not take, cause to be taken, or omit to take any action that may jeopardize the security of your Buyer Account. You are solely responsible and liable for all activity conducted through your Buyer Account, whether authorized by you or not. You shall immediately notify Sowingo if you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your password.


Use of Website

In consideration of your use of the Website and any services provided on the Website, you shall:

  1. only access and use the Website and the Content in the manner and for the purposes specified in these Terms and Conditions, and in accordance with all applicable laws;
  2. comply with all obligations or restrictions regarding the use of the Website and the Content as communicated by Sowingo from time to time; and
  3. provide true, accurate, current and complete information about yourself where prompted by the Website, and maintain and promptly update such information to keep it true, accurate, current and complete.

You shall not:

  1. copy, modify, decompile, disassemble, translate, create derivative works from, or reverse engineer the Website or the Content;
  2. use the Website in any manner that could damage or impair the Website or interfere with any other party's use of the Website;
  3. distribute, sell, lease, license, transfer or assign the Website or any Content or any rights under these Terms and Conditions to any other person or entity;
  4. attempt to disable or circumvent any features that are designed to limit your access to certain information about, or certain portions or functionality of, the Website or its other users, and not otherwise access or attempt to access any of Sowingo’s computer systems, programs or data that are not licensed under these Terms and Conditions;
  5. upload to or transmit through the Website anything that may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, may violate any law (including intellectual property or privacy laws), or may give rise to civil or other liability;
  6. upload to or transmit through the Website any data, file or software that contains a virus, Trojan horse, worm, bot keystroke logger, time bomb, cancelbot or other computer programming routines that are intended to damage, interfere with intercept, mine, scrape or expropriate any system, data or personal information relating to the Website; and
  7. disable, disrupt or interfere with the proper operation of the Website, or attempt to do so.

You are solely responsible for acquiring, maintaining and updating all equipment, computers, software and communication services that are required to access and use the Website.

If you fail to abide by any of the obligations set out in the provisions of these Terms and Conditions, Sowingo has the right to suspend or terminate your access to the Website or your Buyer Account, and to refuse any and all current or future use of the Website, in addition to all other available remedies.

Sowingo reserves the right at all times to disclose any information as Sowingo deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Sowingo’s sole discretion.

From time to time Sowingo may add new features to the Website, suspend or discontinue existing features from the Website, or otherwise modify the Website and the Content, all without notice or liability.


Subscription Services

Annual subscriptions will be billed in advance. You may cancel your subscription at any time by updating your subscription selection in your Office Profile.

Free Trials: Your Sowingo membership may start with a free trial for which restrictions may apply. Free trials are for new and certain former members only. Sowingo reserves the right, in its absolute discretion, to determine your free trial eligibility. If a credit card is required to activate a free trial, Sowingo will begin billing your credit card for membership fees at the end of your free trial period, unless you cancel prior to the end of the free trial period.

Subscription Billing: By accepting the terms and conditions, you are providing Sowingo the authorization to charge your credit card in accordance with your billing cycle. Sowingo reserves the right to adjust pricing for its services.

Billing Cycle: Sowingo offers its services on an annual basis. Membership fees are fully earned upon payment. Sowingo reserves the right to change the timing of your billing if required.

The annual subscription fee for Sowingo’s services will be billed in full on an annual basis at the beginning of the paying portion of your membership and each year thereafter unless and until you cancel your subscription. Sowingo will automatically bill your credit card annually corresponding to the commencement of your paying membership. If a subscription is cancelled, you will not be issued a refund on any unused portion of the subscription, and the credit card will not be charged at the commencement of the next billing cycle.


Order and Acceptance

The Buyer may submit an Order to a Seller(s) through the Website. All Orders are subject to acceptance by the Seller, which will only be demonstrated by Sowingo issuing an Order Confirmation. The Buyer's Order constitutes an offer to purchase Goods at the Purchase Price in accordance with these Terms and Conditions, and is not binding on the Seller unless and until Sowingo has issued an Order Confirmation. The Buyer may cancel an Order after an Order Confirmation has been issued if a quantity of Goods are backordered, as described in the Delivery section below.

Sowingo and/or the Seller in their sole discretion reserve the right to reject the Buyer's Order in whole or in part without any liability to the Buyer, including in the event that the Goods are unavailable due to unforeseen circumstances or are in Defective condition at the expected time of shipment.

Sowingo in its sole discretion reserves the right to cancel an Order, even if an Order Confirmation has been issued, if there was a pricing, typographical or other error on the Website at the time the Order was placed.

In the event of a rejection or cancellation of the Buyer’s Order as set out above, the Seller and Sowingo have no liability or obligation to the Buyer whatsoever, including any obligation to source an alternate supplier of the Goods, find replacement Goods, and/or pay any consideration to the Buyer.


Prices, Payment and Shipment

The Buyer will pay the Purchase Price in accordance with the procedures set out below and on the Website.

All advertised prices shown on the Website do not include applicable sales, use, excise, goods and services/harmonized and other taxes (each a “Tax”), freight, shipping, handling, installation and delivery. Any such fees and charges that are to be collected by Sowingo are added to the advertised price, as shown in the Order Confirmation and are the responsibility of the Buyer. In the event that any Tax is not charged to the Buyer, Sowingo reserves the right to require the Buyer to pay such Tax if it is subsequently determined by reassessment of the appropriate tax authority that such Tax should have been collected from the Buyer.

If the Goods are shipped to a location outside of Canada, there may be additional export/import duties, tariffs, charges, taxes and other fees which are levied on the Goods. The Buyer is responsible for payment of any and all of these additional costs. The Buyer must be aware that Sowingo and the Seller have no control over these amounts and cannot predict in advance how much they will be. In order to obtain an estimate of any additional fees, please contact your local customs office for further information before placing your Order.

Payment must be made by credit card, or any other payment method that Sowingo makes available. Sowingo or the Seller will process payment upon acceptance of the Order and Sowingo will then issue an Order Confirmation. For some Goods, Sowingo utilizes the Seller’s Merchant Account to process payment on behalf of the Seller. If this is the case, the Seller’s name will appear on the Buyer’s credit card statement. Under no circumstances will Sowingo disclose confidential credit card information to the Seller gathered during a transaction, except as required to process a payment through the Seller’s Merchant Account.

Sellers will make commercially reasonable efforts to fulfill and ship Orders promptly after Order Confirmation.

The Seller (and not Sowingo) is responsible for fulfilling and shipping Orders upon Order Confirmation, and for any installation or delivery services (if applicable). Express shipping, if offered, is undertaken by the Seller on a best efforts basis, as some products may not be in stock. Sowingo does not ship any products directly to the Buyer.

All prices shown are in Canadian dollars. Buyers will be charged in Canadian funds. The price of Goods may change from the time the Good was added to the cart to the time the checkout process has been completed. In this situation, the price at checkout will be deemed correct, and will be reflected in the Purchase Price.


Delivery

The place for delivery of the Goods will be set out on the Order Confirmation. Any dates quoted for delivery of the Goods are estimated dates only. Sowingo and the Seller do not provide any covenant or warranty about any specific delivery date and Sowingo and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in the delivery of the Goods however caused.

In the event that the quantity of Goods to be delivered is less than the quantity of Goods as indicated on the Order Confirmation, the Seller will immediately notify Sowingo and the Buyer of the backordered status of the Goods. The Buyer has 72 hours within receiving notification of the backordered Goods to cancel the backordered quantity of Goods and receive a refund of the Purchase Price for the quantity of backordered Goods, not including fees for import/export or customs duties, tariffs, freight, or shipping and handling charges. Otherwise, the Buyer will accept the Goods whenever they are delivered. If the Seller cannot fulfill the Order for the quantity of backordered Goods within 30 days, the Buyer will be issued a refund for the Purchase Price of the quantity of backordered Goods, not including fees for import/export or customs duties, tariffs, freight, or shipping and handling charges. For clarity, the Buyer may not reject the Goods or any part of them solely on the grounds that the full quantity of Goods indicated on the Order Confirmation was not delivered.

The Buyer must notify Sowingo of any short delivery or Defectiveness of Goods in delivery, in writing, within five (5) business days of delivery. If the Buyer fails to do so within the time specified, the Goods are deemed to be delivered in good condition and in the quantities set out on the Order Confirmation and/or bill of lading. In each case, the notification provided to Sowingo must include the Order number, delivery note number and details of Defectiveness or shortage. In the case of a valid claim for damaged Goods, the Seller or Sowingo may, in its sole discretion, replace the Goods in full or in part or refund to the Buyer the Purchase Price (or a proportion of the Purchase Price deemed to be appropriate), not including fees for import/export or customs duties, tariffs, charges and/or other charges, as per the Buyer's original method(s) of purchase. Defective Goods must be returned to the Seller based on the applicable Return Policy. Refer to the Return Policies for more information. For purchases of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, the Return Policy does not apply. The Seller bears full responsibility for processing the return of any such equipment, and the Buyer must contact the Seller directly in connection with any such returns. In the case of a shipment that was short, other than a shipment that has been partially cancelled, the Seller shall deliver the outstanding portion of the Order to the Buyer in the time aforementioned. In either case, the Seller and Sowingo will thereafter have no further liability to the Buyer for the short shipment or Defective Goods.

The Seller reserves the right to make delivery of the Goods by instalments without prior notice to the Buyer.

The Buyer must advise Sowingo in advance, in writing, of any requested alteration, cancellation of or delay of delivery, which Sowingo may accept or reject at its discretion. Sowingo reserves the right to charge the Buyer for any alteration, cancellation or delay of delivery.

Goods may not be returned to Sowingo or the Seller except through the methods provided by the Return Policies, or, in the case of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, in accordance with the return policies of the applicable Seller.


Risk and Property Limitations

Risk of damage to, or loss of, the Goods will pass to the Buyer on delivery to the address set out in the Order Confirmation.

n the case where no signature or other proof of receipt is required by the carrier delivering the Goods upon delivery, all such Goods reported as delivered by the carrier shall be deemed to be delivered to and received by the Buyer. The Seller and Sowingo are not responsible for any lost or stolen Goods. It is the Buyer’s responsibility to choose a secure delivery location.

In the case where a signature or other proof of receipt is required by the carrier delivering the Goods upon delivery, any signature on that document, or other proof of receipt, will constitute conclusive evidence of delivery of the Goods to the Buyer.


Disclaimer of Warranties

THERE ARE NO WARRANTIES APPLICABLE TO THE GOODS OTHER THAN THOSE ISSUED BY THE RESPECTIVE MANUFACTURER, IF SUCH WARRANTIES EXIST. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND OTHER CONTENT CONTAINED IN THIS WEBSITE, OR OBTAINED FROM A LINKED SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. TO THE FULLEST EXTENT PERMITTED BY LAW, SOWINGO DISCLAIMS ALL RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED IN THIS WEBSITE. UNDER NO CIRCUMSTANCES WILL SOWINGO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS WEBSITE. IT IS YOUR SOLE RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED. SOWINGO MAKES NO WARRANTY THAT THE WEBSITE OR ANY SERVICES PROVIDED ON THE WEBSITE WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT THE WEBSITE AND ITS CONTENTS WILL BE FREE OF VIRUSES OR OTHER HARMFUL OR DESTRUCTIVE PROGRAMS OR COMPONENTS. UNDER NO CIRCUMSTANCES WILL SOWINGO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE ABOVE. USE OF THIS WEBSITE IS SOLELY AT YOUR OWN RISK.


Limitation of Liability

YOU SPECIFICALLY AGREE THAT SOWINGO, ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, SUPPLIERS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES OF ANY KIND, ANY LOSS OF PROFIT, LOSS OF OPPORTUNITY OR REVENUE, OR ANY OTHER CLAIMS FOR COMPENSATION WHATSOEVER DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, INCLUDING ANY ORDER OR ORDER CONFIRMATION, ANY FAILURE OR DEFERRAL IN PERFORMING ANY OBLIGATION HEREUNDER OR THE SALE OF GOODS OR THEIR USE BY THE BUYER, AND INCLUDING YOUR ACCESS TO AND USE OF (OR INABILITY TO ACCESS OR USE) OR RELIANCE ON THE WEBSITE, YOUR BUYER ACCOUNT OR ANY CONTENT, ALL WHETHER ARISING OUT OF WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT SOWINGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SOWINGO AND ANY OF ITS REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES ARISING OUT OF OR RELATING TO: (A) THE PERFORMANCE OR NON-PERFORMANCE OF THE SELLER’S OBLIGATIONS IN THESE TERMS AND CONDITIONS, INCLUDING ANY ORDER OR ORDER CONFIRMATION IN EXCESS OF THE AGGREGATE PURCHASE PRICE (EXCLUDING APPLICABLE SALES, USE, EXCISE, GOODS AND SERVICES/HARMONIZED AND OTHER TAXES, FREIGHT, SHIPPING AND HANDLING) RECEIVED BY SOWINGO FOR SUCH GOODS; AND (B) THESE TERMS AND CONDITIONS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) OR RELIANCE ON THE WEBSITE, YOUR BUYER ACCOUNT, OR ANY CONTENT OR SERVICES PROVIDED BY THE WEBSITE IN EXCESS OF CAD $50. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THE TERMS AND CONDITIONS BETWEEN THE PARTIES AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.


Indemnity

You agree to defend, indemnify and hold harmless Sowingo and its directors, officers, agents, employees and suppliers from all liabilities, claims and expenses, including reasonable accountant and attorney’s fees arising from your use or misuse of this Website, including without limitation, your connection to this Website and/or Sowingo services, your non-compliance with these Terms and Conditions of use, or your violation of any third-party rights. Sowingo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Sowingo in asserting any available defenses.


Privacy

By using the Website, you agree to the gathering, use and disclosure of the Buyer's and Buyer respresantatives' personal information by Sowingo and its third party providers in agreement with these Terms and Conditions and the Privacy Policy (Schedule A) below. By using the Website, the Buyer agrees that the terms of such policy are reasonable.

The Service may provide the Buyer with the option of sharing Buyer (or Buyer representative) information with third party suppliers for inventory management, marketing and customer relationship purposes. This information may include contact information for the Buyer and Buyer representatives as well as purchase and inventory information relating to products provided by the relevant supplier. If you select this option, you consent to our sharing of this information with your selected supplier(s) for these purposes.

We may also use information relating to the Buyer and Buyer purchases and inventory, and combine this information with information relating to other Buyers, for internal purposes such as product and service development and improvement, marketing and analytics. We may share anonymous or aggregate information with third parties.

The Service is not intended to collect or process identifiable patient information. You agree not to input identifiable patient information into the Service. To the extent that you import anonymous patient identifiers into the Service, we agree not to use or disclose those identifiers for any purpose other than to provide the Service to you.


The Buyer May Not Resell Goods for a Profit

The Buyer agrees that all purchases of Goods are for final use and the Buyer will not resell any Goods to other persons in any circumstance to make a profit.

Notices

Any notice given or made under these Terms and Conditions will be in writing and delivered pursuant to the procedure outlined below.

A notice shall be deemed to have been duly given or made as follows:

  1. If sent by personal delivery, including by courier, upon delivery at the address of the receiving party;
  2. If posted on the Website, three (3) business days after the date it was posted;
  3. If sent by mail, five (5) clear business days after the date of posting; or
  4. If sent by email, the first business day after mailing. Any such email notices will be provided to the Buyer at the email address provided by the Buyer to Sowingo in the Buyer’s personal profile.

Sowingo and its agents reserve the right to send you communications by email. By creating an account on the Website, you agree that all notices, contracts, disclosures and other communications sent by email satisfy any legal requirement that may exist that provides that such communications be in writing.

Sowingo and the Buyer shall notify one other of a change in their name, address or addressee in accordance with this section.


Intellectual Property of Sowingo.com and Others

All Content is the property of Sowingo or its content suppliers, and is protected by Canadian and other international copyright laws. In addition, graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Website are trademarks of Sowingo in Canada, the United States and/or other jurisdictions. These trademarks may not be used except with Sowingo’s prior written consent, or in a manner that may cause confusion among consumers in way or form or in any manner that denigrates or discredits Sowingo. All other trademarks not owned by Sowingo that appear on this website are the property of their respective owners.

You may download information from the Website for your personal, non-commercial viewing, but you will not otherwise copy, reproduce, republish, post, transmit, display, frame in another web page, perform, distribute, modify or create derivative works from the Content without Sowingo’s prior written approval. You do not acquire ownership rights to your Buyer Account or any Content by accessing or using the Website or your Buyer Account.


Third Party Information and Links

The Website may contain links to third party sites, and may incorporate information obtained from third parties. Any such linked sites or third party information are not under the control of Sowingo, and you access them at your own risk. Sowingo is not responsible for these linked sites or their contents. Sowingo provides all such links and information for your convenience only, and the inclusion of any link or third party information does not imply endorsement or referral by Sowingo of the site or any association with its operators. Any dealings with third parties conducted through the linked sites, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party. Sowingo shall not be responsible or liable for any part of such dealing.


Miscellaneous

Entire Agreement. These Terms and Conditions and any document referenced herein form the entire agreement between the parties for access to and use of the Website, the Order and the purchase and sale of Goods, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Sowingo with respect to this Website and the Sowingo services.

No Modifications. The terms and conditions contained in these Terms and Conditions may not be modified by the Buyer.

No Waiver. If the Seller does not exercise a right when it is able to do so, they will not be prevented from exercising it at a later time. The Seller's rights and remedies are additional and will not affect any other rights and remedies it may have at law.

Severability. If any provision in these Terms and Conditions is found to be void or unenforceable by a court of competent jurisdiction, then the offending provision shall be deemed modified to the level necessary to make it a valid and enforceable provision. If the offending provision cannot be so modified (including if the court elects not to do so for any reason), then the same shall be deemed deleted in its entirety without affecting the applicability of the remaining provisions of the Terms and Conditions.

Price Comparison Feature. The Price Comparison Feature is not a “real-time” service and although Sowingo will make reasonable efforts to ensure the prices listed are accurate, Sowingo does not give any representations or warranties about the accuracy of the price of competitive Goods at any particular point in time. The prices listed within the Price Comparison Feature are based on suppliers’ advertised prices as of the specific date posted and do not include any specials that individual sales agents may offer or special promotions that Sellers may offer. Sowingo is not liable for any errors in the prices listed on the Website or on the Price Comparison Feature. Under no circumstances shall the Buyer have the right to any refund, return or adjustment of price on the basis of any inaccuracy of the Price Comparison Feature.

Images. Products may not appear exactly as imaged on the Website.

Headings. Section headings are for ease of reference and use only and shall not affect the interpretation of these Terms and Conditions.

Language. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Governing Laws. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the parties hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario in respect of any action or proceeding arising out of or relating to these Terms and Conditions. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions or to any contracts relating to goods or services obtained through the Website.


Returns Policy

This Returns Policy is in accordance with the Terms and Conditions of the www.sowingo.com Website and is the only procedure though which Buyers may return Goods purchased from Sellers through www.sowingo.com.

Items shipped from Sellers other than Sowingo are subject to the provisions listed below unless otherwise stated in their company’s return policy. In the case of equipment requiring installation and delivery services, maintenance and repair services, or any other such services, this Returns Policy does not apply. Any such equipment may only be returned directly to the applicable Seller in accordance with the return policies of such Seller.

Definitions

“Business day” means a day that is not a Saturday, Sunday or statutory holiday in Ontario, Canada.

"Buyer" means the person who purchases Goods through the Website.

"Defective" means containing a fault or defect, imperfect or faulty. “Defectiveness” means the state of being Defective.

"Goods" means the goods which are offered to the Buyer for purchase through the Website.

“Seller” means a third-party manufacturer or distributor who contracts with Sowingo to offer Goods for sale on the Website.

"Sowingo" means Sowingo.com Corp., whose registered office is at 786 King St W, Toronto, ON M5V 1N6, Canada.

"Website" means www.sowingo.com and all pages on the website.

Returning Goods: Sowingo will approve the return of Goods provided that (i) the Goods are Defective or the wrong Goods are received, (ii) the Buyer notifies Sowingo of such defect or improper receipt within five (5) business days of receiving the Goods, (iii) the return of the Goods is permitted under the heading “Goods That Can and Cannot be Returned” below and (iv) the return of the Goods to the Seller is made within ten (10) business days of the Buyer receiving the Goods. Upon approval by Sowingo that the Buyer can return the Goods, Sowingo will send the Buyer a shipping label, which the Buyer must use to ship the Goods to be returned back to the Seller. The Buyer must return the Goods to the Seller within ten (10) business days of receiving the Goods. Under no circumstances will Sowingo authorize returns of Goods that were not purchased through the Website. Sowingo will not approve returns for Goods, whether in good condition or Defective, which have been tampered with, modified or replaced with counterfeit or other products, as determined by Sowingo, in its sole discretion, or by the Seller. In the case that returned Goods are determined by Sowingo to have been tampered with, modified or replaced with counterfeit or other products, Sowingo will not approve the refund. Sowingo cannot approve returns of products missing the serial number or UPC; Sowingo will not approve refunds for such items.

Shipping Costs for Returns: Sowingo will bear the shipping and handling charges for return of Goods to the Seller that are Defective or where wrong Goods are received. In the case that the wrong Goods were received by the Buyer or the Goods received by the Buyer are Defective, the Seller will bear the shipping and handling charges for re-shipping the correct Goods. Upon receipt by the Seller of the returned Goods, if the Seller deems the Goods unacceptable for return or exchange, the Buyer will bear the shipping costs of the Goods back to the original place of delivery set out in the original Order Confirmation.

Receiving Your Refund: Sowingo will send an email to the Buyer when the Goods being returned have been received by the Seller and processed. If the return has been accepted by the Seller, the Buyer will receive the refund in the same form of payment tendered for purchase, less fees for import/export or customs duties, tariffs, freight or shipping and handling charges, as per the Buyer's original method(s) of purchase, within thirty (30) business days of the day the Seller approves the return of the Goods.

Returning Damaged or Defective Goods: Buyers must follow the procedures for initiating a return of a Defective Good as described in Sowingo’s Terms and Conditions of Use. Failure to comply with the return procedure outlined in this notice will result in the Goods being rejected and returned to the Buyer and no refund being paid.

All Goods returned by the Buyer to the Seller must be the original Goods as delivered to the Buyer, in their original, unopened packaging and must not have been used, with the exception of Goods which have been discovered by the Buyer to be Defective, with notice to Sowingo.

Goods That Can and Cannot Be Returned: Provided the Goods have not been removed from their original packaging, the following Goods may be returned in accordance with the policies outlined above: dental instruments (such as mirror handles, retractors and syringes); gloves; preventative products (such as toothbrushes); surgical products (such as surgical tape and scalpels); and paper and plastic products (such as garbage bags). Notwithstanding the foregoing, Sowingo will not accept returns for the following categories of Goods:

  1. Goods that cannot be returned for hygienic reasons (such as, but not limited to, any Good that Sowingo determines in its sole discretion, or the Seller, have been removed from its original packaging);
  2. Goods that have been personalized, imprinted or made specifically to the Buyer’s specifications;
  3. Goods that have already been assembled or installed by the Buyer or their agent, in whole or in part; and
  4. Goods that are purchased by the Buyer that are identified as non-refundable.

Return Method: The Buyer must ship the Goods using the return label provided by Sowingo to ensure the product is returned safely and in the same condition in which it was sold to the Buyer.

Sowingo – Best Practice Quiz - OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. MAKING A PURCHASE OR PAYMENT OF ANY KIND WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

  1. PROMOTION DESCRIPTION: Best Practice Quiz (\"Sweepstakes\") begins on February 15th, 2018 at 12:01pm and ends April 15th, 2018 at 12:01pm (the \"Promotion Period\").
    The sponsor of this Sweepstakes is Sowingo ("Sponsor"). By participating in the Sweepstakes, each Entrant unconditionally accepts and agrees to comply with and abide by these Official Rules and the decisions of Sponsor, which shall be final and binding in all respects. Sponsor is responsible for the collection, submission or processing of Entries and the overall administration of the Sweepstakes. Entrants should look solely to Sponsor with any questions, comments or problems related to the Sweepstakes. Sponsor may be reached by email at support@sowingo.com during the Promotion Period.
  2. ELIGIBILITY: Open to legal residents of United States and Canada who are reach the eligible minimum age in their respective state or province (the \"Entrant\"). Sponsor, and their respective parents, subsidiaries, affiliates, distributors, retailers, sales representatives, advertising and promotion agencies and each of their respective officers, directors and employees (the \"Promotion Entities\"), are ineligible to enter the Sweepstakes or win a prize. Household Members and Immediate Family Members of such individuals are also not eligible to enter or win. "Household Members" shall mean those people who share the same residence at least three months a year. "Immediate Family Members" shall mean parents, step-parents, legal guardians, children, step-children, siblings, step-siblings, or spouses. This Sweepstakes is subject to all applicable federal, state, provincial and local laws and regulations and is void where prohibited or restricted by law.
  3. PRIZES: Grand Prize: One (1) winner will receive [one (1) $200 Amazon or Visa Gift card] (approximate retail value or "ARV": $200). Only one prize per person per household will be awarded. Gift cards and gift certificates are subject to the terms and conditions of the issuer. Prizes cannot be transferred, redeemed for cash or substituted by winner. Sponsor reserves the right in its sole and absolute discretion to award a substitute prize of equal or greater value if a prize described in these Official Rules is unavailable or cannot be awarded, in whole or in part, for any reason. The ARV of the prize represents Sponsor's good faith determination. That determination is final and binding and cannot be appealed. If the actual value of the prize turns out to be less than the stated ARV, the difference will not be awarded in cash. Sponsor makes no representation or warranty concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations may apply. Sponsor will not replace any lost or stolen prize items. This Sweepstakes is open to legal residents of United States and Canada, and Prize will only be awarded and/or delivered to addresses within said locations. All federal, state, provinces and/or local taxes, fees, and surcharges are the sole responsibility of the prize winner. Failure to comply with the Official Rules will result in forfeiture of the prize.
  4. HOW TO ENTER: Enter the Sweepstakes during the Promotion Period online by visiting the entry form, which can be found on the following website at www.sowingo.com/win.
    Automated or robotic Entries submitted by individuals or organizations will be disqualified. Internet entry must be made by the Entrant. Any attempt by Entrant to obtain more than the stated number of Entries by using multiple/different email addresses, identities, registrations, logins or any other methods, including, but not limited to, commercial quiz/contest/sweepstakes subscription notification and/or entering services, will void Entrant's Entries and that Entrant may be disqualified. Final eligibility for the award of any prize is subject to eligibility verification as set forth below. All Entries must be posted by the end of the Promotion Period in order to participate. Sponsor's database clock will be the official timekeeper for this Sweepstakes.
  5. WINNER SELECTION: The Winner(s) of the Sweepstakes will be selected in a random drawing from among all eligible Entries received throughout the Promotion Period. The random drawing will be conducted about April 30th, 2018 after the Promotion Period by Sponsor or its designated representatives, whose decisions are final. Odds of winning will vary depending on the number of eligible Entries received.
  6. WINNER NOTIFICATION: Winner will be notified by email at the email address provided in the Entry Information approximately 5 days after the random drawing. Potential Winner must accept a prize by email as directed by Sponsor within 7 day of notification. Sponsor is not responsible for any delay or failure to receive notification for any reason, including inactive email account(s), technical difficulties associated therewith, or Winner’s failure to adequately monitor any email account. Any winner notification not responded to or returned as undeliverable may result in prize forfeiture. The potential prize winner may be required to sign and return an affidavit of eligibility and release of liability, and a Publicity Release (collectively \"the Prize Claim Documents\"). No substitution or transfer of a prize is permitted except by Sponsor.
  7. PRIVACY: Any personal information supplied by you will be subject to the privacy policy of the Sponsor posted at https://www.sowingo.com/app/#/app/legal/privacy. By entering the Sweepstakes, you grant Sponsor permission to share your email address and any other personally identifiable information with the other Sweepstakes Entities for the purpose of reaching out about Sowingo’s opportunities and benefits for your practice, administration and prize fulfillment, including use in a publicly available Winners list or article. Aggregate data may be used and published to describe common practice challenges and will not reference any identifiable information.
  8. LIMITATION OF LIABILITY: Sponsor assumes no responsibility or liability for (a) any incorrect or inaccurate entry information, or for any faulty or failed electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Sweepstakes; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, camera, computers or providers utilized in any aspect of the operation of the Sweepstakes; (d) inaccessibility or unavailability of any network or wireless service, the Internet or website or any combination thereof; (e) suspended or discontinued Internet, wireless or landline phone service; or (f) any injury or damage to participant's or to any other person’s computer or mobile device which may be related to or resulting from any attempt to participate in the Sweepstakes or download of any materials in the Sweepstakes.
    If, for any reason, the Sweepstakes is not capable of running as planned for reasons which may include without limitation, infection by computer virus, tampering, unauthorized intervention, fraud, technical failures, or any other causes which may corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, the Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Sweepstakes in whole or in part. In such event, Sponsor shall immediately suspend or modify all drawings and prize awards, and Sponsor reserves the right to award any remaining prizes in a manner deemed fair and equitable by Sponsor. Sponsor and Released Parties shall not have any further liability to any participant in connection with the Sweepstakes.
  9. WINNER LIST/OFFICIAL RULES: To obtain a copy of the Winner List or a copy of these Official Rules, send your request along with a stamped, self-addressed envelope to Sowingo cc: Best Practice Quiz at 786 King St W, Toronto, ON M5V 1N6, Canada. Requests for the names of the winners must be received no later than April 30th, 2018 after the Promotion Period has ended.
  10. SPONSOR: Sowingo, 786 King St W, Toronto, ON M5V 1N6, Canada and support@sowingo.com