TERMS AND CONDITIONS

The mltdirectcanada.com Website is operated by MLT Direct Canada. Your Use of This Website is Governed by These Terms and Conditions. Please take a few minutes to review these Terms and Conditions. Your use of this Website constitutes your agreement to follow these rules and to be bound by them. If you do not agree with any of these Terms and Conditions, do not use the mltdirectcanada.com Website.

1. TERMS & CONDITIONS MAY CHANGE

mltdirectcanada.com reserves the right to update or modify these Terms and Conditions at any time without prior notice. Your use of this Website following any such change constitutes your agreement to follow and be bound by the Terms and Conditions as changed. For this reason, we encourage you to review these Terms and Conditions whenever you use this Website.

2. DESCRIPTION OF SERVICE

mltdirectcanada.com currently provides users with access to a large collection of online products in demand as well as specialty items for running an ecommerce. Any new features that augment or enhance the current service, including the release of new mltdirectcanada.com products, shall be subject to the terms and conditions. You understand and agree that the service is provided "AS-IS" and that mltdirectcanada.com assumes no responsibility for the timeliness, deletion, or miss-delivery of merchandise, or failure to store any user communications or personalization settings.

2a) PAYMENT OPTIONS:

Payment options – Credit Cards with be processed through your Paypal account. We accept checks or money order through the mail. Orders will ship upon bank clearance of check. For larger orders (orders not being shipped to your credit card billing address) receipt of a signed Fulfillment Credit Card Authorization form from an owner/corporate officer may be requested. There are no monthly fees or membership fees.

2b) ARTWORK:

mltdirectcanada.com will supply you with our product's information including images, item descriptions and pricing of all available products. You are only allowed to utilize this information for publication on your website or online sales to sell merchandise that will be purchased from mltdirectcanada.com. You will not, in anyway, use the information and/or graphics to engage or facilitate any wholesale sales of any goods. You will not permit any other party to print, publish, disseminate or reproduce the information and/or graphics, including without limitation to, publication or reproduction of the information/graphics on any website other than your own or any other printed materials or electronic media. The information provided will remain the property of mltdirectcanada.com and must be deleted upon request. At anytime, mltdirectcanada.com can request you to stop utilizing our graphics or information and can terminate our relationship with or without cause.

3. DUTIES AND RESPONSIBILITIES

Recognizing the global nature of the Internet, you agree to comply with all local and provincial rules regarding online business transactions. Specifically, you agree to comply with all applicable Federal, Provincial, and Local licensing and tax requirements.

4. INDEMNITY

You agree to indemnify and hold mltdirectcanada.com, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of the terms and conditions, or your violation of any rights of another.

5. MODIFICATIONS TO SERVICE

mltdirectcanada.com reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) and/or merchandise with or without notice. You agree that mltdirectcanada.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the service or merchandise.

6. TERMINATION

You agree that mltdirectcanada.com, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if mltdirectcanada.com believes that you have violated or acted inconsistently with the letter or spirit of the terms and conditions. mltdirectcanada.com may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this terms and conditions may be effected without prior notice, and acknowledge and agree that mltdirectcanada.com may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that mltdirectcanada.com shall not be liable to you or any third-party for any termination of your access to the Service.

7. DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that mltdirectcanada.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

8. LINKS

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because mltdirectcanada.com has no control over such sites and resources, you acknowledge and agree that mltdirectcanada.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that mltdirectcanada.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9. MLT DIRECT CANADA PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by mltdirectcanada.com or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service, in whole or in part. mltdirectcanada.com grants you a personal, nontransferable and non-exclusive right and license to use the product images, descriptions, creatitions and thumbnails provided of our merchandise, provided that you do not (and do not allow any third party to) create a derivative work of, or otherwise attempt to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the product images.

10. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a.) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. mltdirectcanada.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANDISE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b.) MLTDIRECTCANADA.COM MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

11. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MLTDIRECTCANADA.COM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MLTDIRECTCANADA.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

12. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

13. CUSTOMER DATABASE

During the use of our services, information including but is not limited to names, e-mail addresses, mailing addresses, phone numbers and products purchased while an Active Member, mltdirectcanada.com will not use your customer database for anything more than market research, sales analysis, or other similar use as deemed by us. If your membership is terminated at any time or for any reason mltdirectcanada.com reserves the right to use your customer information without restrictions. This also applies to Inactive Accounts. An Inactive Account as defined by the terms and conditions is any account with no sales activity for the past 90 days. If your account becomes active again, then the same terms apply as if it were a New Account.

14. NOTICE

Notices to you may be made via either e-mail or e-mail related services, regular mail, phone or fax. We may also provide notices of changes to the terms and conditions or other matters by displaying notices or links to notices to you generally on the website.

15. COPYRIGHTS and COPYRIGHT AGENTS

mltdirectcanada.com respects the intellectual property of others, and we ask our users to do the same. No duplications or reuse of any or part of this site and it's contents reproduced without the expressed written consent of mltdirectcanada.com.

16. FRAUD

If you commit fraud or falsify information in connection with the registration of members with mltdirectcanada.com through the Links on your site or online sales, this Agreement will be terminated immediately. In addition, you will be liable to mltdirectcanada.com for any and all damages that mltdirectcanada.com suffers as a result of such actions. You will also be responsible for submitting to mltdirectcanada.com all sales revenue received for fraudulent/falsified members, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

17. INDEPENDENT INVESTIGATION

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with your Web site.

18. INDEPENDENT CONTRACTORS

You and mltdirectcanada.com are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

19. GENERAL INFORMATION

The terms and conditions constitute the entire agreement between you and mltdirectcanada.com which govern your use of the Service, superseding any prior agreements between you and mltdirectcanada.com. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The terms and conditions and the relationship between you and mltdirectcanada.com shall be governed by the laws of the province of Québec in Canada without regard to its conflict of law provisions. You and mltdirectcanada.com agree to submit to the personal and exclusive jurisdiction of the courts located within the Province of Québec. The failure of mltdirectcanada.com to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. If any provision of the terms and conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the terms and conditions remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the terms and conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the terms and conditions are for convenience only and have no legal or contractual effect.

Last updated July 17, 2006