OneASICS™ Terms and Conditions
OneASICS™ Terms and Conditions (Canada Only)
Effective Date: latest version posted October 28th, 2024
THESE ONEASICS TERMS AND CONDITIONS (“TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU (“YOU”, “YOUR”) AND ASICS CANADA CORPORATION (“ASICS”, "COMPANY", “US”, “WE” “OUR”) AND GOVERN YOUR ENROLLMENT IN, ACCESS TO, PARTICIPATION IN, AND USE OF THE ASICS’ ONEASICS PROGRAM (“ONEASICS” OR “PROGRAM”).
PLEASE NOTE AND BE ADVISED TO READ THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS. BY ENROLLING IN, ACCESSING, PARTICPATING IN, OR USING ONEASICS, YOU AGREE TO BE BOUND AND ABIDE BY THESE TERMS WHETHER OR NOT YOU SIGN-UP AS A MEMBER OF THE PROGRAM. THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW YOU MAY BRING CLAIMS WITH REGARD TO THE COMPANY. THESE TERMS PROVIDE HOW SUCH CLAIMS MAY BE BROUGHT AND RESOLVED, INCLUDING, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, ANY CLAIMS THAT AROSE OR WERE RAISED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. BY AGREEING TO THESE TERMS AND USING ONEASICS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES AND RAMIFICATIONS CONTAINED HEREIN. IF AT ANY TIME YOU DO NOT ACCEPT ALL OF THESE TERMS, YOU MUST IMMEDIATELY CEASE USE OF ONEASICS AND ANY APPLICABLE WEBSITES AND PROGRAMS.
Introduction
Welcome to the ASICS OneASICS Program (“OneASICS”, “Program”, or “OneASICS Program”), a program operated by ASICS in Canada. Membership is free of charge and no purchase is necessary to become a member of the Program. Program Members (as defined below in Section 2) will receive certain benefits and exclusive offers that may be announced by ASICS from time to time in ASICS’ sole discretion.
These Terms form the agreement between you and ASICS with respect to the Program. When accessing the Program or ASICS’ online channel for Canada (the “Website”), you are also subject to the Website’s Terms and Conditions of Use (Canada) and Privacy Policy (collectively, the Website’s Terms and Conditions of Use (Canada) and Privacy Policy, along with these Terms, form the “Agreement”). For purposes of clarity, these Terms also incorporate by reference all of the terms set forth in our Website’s Terms and Conditions of Use (Canada), including, without limitation, the process and procedure for settling any dispute and class action waiver provisions set forth therein (see Section 18 of the Website Terms and Conditions of Use (Canada). Capitalized terms herein that are undefined shall have their meaning as specifically set forth in the Website’s Terms and Conditions of Use (Canada). In the event of any conflict or inconsistency between these Terms and the Website’s Terms and Conditions of Use (Canada.), these Terms will control to the extent of such conflict or inconsistency.
It is important that you review the Agreement regularly. We may impose limits on certain features, activities, promotions, or services and may restrict, suspend, terminate your access to the Program, in whole or in part, at any time and for any or no reason, with or without prior notice and without liability.
Each time you access and/or use the Program, you agree to be bound by and comply with the Agreement and any Additional Terms (defined below). If you do not agree to the Agreement, you must not enroll in, access, participate in, or use the Program. The business realities associated with operating the Program are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, and your indemnity of us, we would not make the Program available to you.
Your privacy is important to us. Any information Members provide to us in connection with this Program or any contest, sweepstakes or other promotion or offer operated in connection with this Program is subject to and managed by ASICS as described in the ASICS Privacy Policy. To provide you with transparency regarding our data practices, we provide you with a notice explaining our online information practices and the choices you have regarding your personal information that we collect, use, and otherwise process. You can find information regarding how ASICS will process your personal data in the Privacy Policy.
In some instances, both this Agreement and separate guidelines, rules, or terms of service, setting forth additional or different terms and/or conditions will apply to your use of, and membership in, the Program (in each such instance, and collectively, “Additional Terms”). For example, in addition to the Agreement, any contest, sweepstakes or other promotion we may offer as part of the Program or to Members (as defined in Section 2), is and will also be subject to separate official rules (“Official Rules”) which will be posted in the Program or otherwise online during the applicable promotion period, and which will govern Members’ participation, and our execution, of each such promotion. To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Table of Contents1. Eligibility.
To participate in the Program, you must, at the time of Program enrollment: (i) be at least eighteen (18) years of age or if you are under eighteen (18) or otherwise under the legal age of majority in the jurisdiction in which you reside and you are at least sixteen (16) years of age, you must obtain your parent’s or legal guardian’s permission to participate; (ii) have a unique, valid and active email account; and (iii) be a legal resident of and physically located in Canada. Employees, officers, directors, agents and representatives of ASICS are eligible for membership in the Program (“Membership”) but may be excluded from certain promotions. By being a Member of the Program, you can take part in special offers, services, events, rewards and much more offered by ASICS or ASICS partner companies from time to time during the applicable Program Period (defined below). Details about Program Benefits (as defined in Section 3) and offers can be found at https://www.asics.com/ca/en-ca/oneasics-home/.
By participating in the Program, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and that you agree to this Agreement. Minors (being individuals below the age of majority in the jurisdiction in which they reside) may only be enrolled in the Program by their parent or legal guardian. By enrolling a minor in the Program, you confirm that (1) you are the minor’s parent or legal guardian, (2) you, and not the minor, are providing the minor’s information for the Program, and (3) you agree on the minor’s behalf to this Agreement. If enrolling on behalf of a minor, references to “you” will include the minor to which you are a parent/legal guardian.
You are responsible for determining whether you are eligible to participate in the Program and to receive the benefits, offers, or services under applicable laws, gift policies, and incentive policies. ASICS reserves the right to disqualify Members in the event of any actual or suspected fraud, abuse of OneASICS privileges, or violation of the Agreement or any Additional Terms. Your Membership and any associated Benefits (as defined in Section 3) are personal, non-transferable, and subject to this Agreement, as well as any other rules, regulations, policies, and procedures adopted by ASICS as approved by you upon taking part in offers, rewards, making purchases, and other related services and activities. Benefits or Member Accounts (as defined in Section 2) may not be merged, transferred, purchased, sold, assigned, auctioned or traded, including by death or as part of a domestic relations matter, and doing so will void the Member Account. Membership is limited to individuals only and limited to one (1) account per individual. No joint or shared Member Accounts are permitted, even if you reside within the same household. Companies, groups, associations, or other entities, or others making commercial or bulk purchases are not eligible for Membership. The Membership may not be used to source product or inventory for reselling or profit. It is your responsibility, and a condition for your Membership, to keep your email and contact details up to date in your Member Account.
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2. Program Sign-Up.
To become a Program Member, eligible individuals may sign-up for this Program by visiting the Program registration page and following the instructions on the sign-up form to create an account. Once you have provided all necessary information and completed your registration, you will receive an online account within which you will be able to track your Program activity (referred to herein as a “Member Account”). Membership is limited to one (1) account per individual and no joint or shared Member Accounts are permitted. Your Membership is personal to you, non-transferrable, and subject to this Agreement, as well as any other rules, regulations, policies, and procedures adopted by ASICS as approved by you upon taking part in offers, rewards, making purchases, and other related services and activities. Registration for and participation in the Program constitutes Member’s full and unconditional consent and agreement to the Agreement and ASICS’ decisions, which are final and binding in all matters related to the Program. You understand and agree that you will provide and maintain true, accurate, current, and complete information about yourself as prompted by the Program registration form. If any information you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates the Agreement or any applicable law, then we may suspend or terminate your participation in the Program and cancel any or all of your pending orders. We reserve the right to deny membership in the Program to any applicant in our sole discretion and without written notice. We also reserve the more general and broad right to terminate your Member Account or suspend or otherwise deny you access to your Member Account, Benefits, or terminate any or all of your pending orders, all in our sole discretion, for any reason, and without advance notice or liability.
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3. Benefits.
Now or in the future, the Program may offer any one Member, group of Members, or all Members the ability to accumulate and redeem loyalty rewards points, benefits, offers, free trials, access to product previews or other benefits (collectively, “Benefits”). From time to time, we or our third-party partners may establish, at our sole discretion, certain activities pursuant to which Members may “earn” Benefits or other privileges (“Qualifying Activities”). Benefits and Qualifying Activities are solely promotional in nature, have no cash value, cannot be redeemed for cash or credit, are not transferrable or assignable for any reason, and are only redeemable as part of offers available through the Program. ASICS reserves the right to add, modify, change, suspend, discontinue, or restart any one (1) or more Benefits or Qualifying Activities, at any time, in its sole discretion and without prior notice. Benefits are provided “as is” with no warranty or guarantee, either express or implied by us. Benefits are not your personal property, and are not descendible, may not be inherited, bartered or sold to any third party. Some Benefits may have age eligibility requirements. We expressly reserve the right to verify your eligibility qualifications prior to fulfilling a Benefit.
A. Award of Benefits and Availability.
Once earned, Benefits will be available to Members within their Member Account and can be used as indicated in the advertising or Additional Terms associated with the Benefit. Benefits, and the redemption thereof, and any other related information are subject to prior confirmation of eligibility and compliance with these Terms. Benefits will not be awarded unless and until a Member is confirmed and the verification process is complete, in ASICS’ absolute discretion. ASICS makes no representations, warranties, or guarantees that any particular Benefit will be (or will continue to be) available or offered in the Program. Benefit availability is at ASICS’ sole discretion and may be limited, not available in all locations, have time-limited expiration dates and/or redemption periods and may be subject to Additional Terms or Official Rules. ASICS reserves the absolute right to add, modify, change, suspend, discontinue, cancel, terminate, delete, regulate, or restart any one (1) or more Benefits, or any element thereof, at any time. All redemptions are subject to these Terms, any Additional Terms, and all limitations or requirements on the Website. We expressly reserve the right to limit, in our sole discretion, any Benefits awarded. We also reserve the right to deny Benefits if we believe that they have been generated or obtained fraudulently or through any other manner that is a violation of or prohibited by these Terms.
B. Forfeiture of Benefits.
Benefits will be available to you within your Member Account until: (i) the stated expiration of the Benefit, as indicated in the advertising for the Benefit or in any Additional Terms or Official Rules associated with the Benefit; (ii) upon the deactivation or termination of your Member Account; or (iii) upon ASICS’ termination of the Program. Once Benefits expire, they are void and forfeited, and cannot be reinstated, but a Member can earn new Benefits so long as that Member’s Account has not been deactivated or terminated. Any Benefits remaining in a Member Account thirty (30) days after the stated expiration of the Benefit or ASICS’ termination of the Program will be void and forfeited without compensation to you. ASICS reserves the right to disqualify and/or terminate any Member (or Members) that it reasonably believes, in its sole discretion, to have engaged in any actual or suspected fraud or abuse of Program privileges, or has violated all or any portion of these Terms, at any time. ASICS reserves the right to take any other or additional action it deems appropriate, in its sole discretion, in the event that ASICS believes, in its sole discretion, that a Member (or Members) have violated this Agreement. You agree to abide by ASICS final and binding decisions regarding the Program and your participation therein.
C. Sweepstakes.
From time to time, as part of the Program activities, ASICS may elect to conduct sweepstakes, some of which may be open for entry only to Members and others which may be open to the general public (each a “Sweepstakes”). ASICS may elect, at its sole discretion, to allow Benefits to be redeemable for entries in each Sweepstakes that may be offered from time to time as part of the Program activities. All Sweepstakes are subject to all rules, terms and conditions of the Sweepstakes, and as more completely described in the Official Rules that accompany the Sweepstakes. Methods of entry into the various Sweepstakes will be detailed in the Official Rules.
D. Account Interaction.
Members must keep their Member Accounts active to earn Benefits and interaction is required for a Member Account to remain active. For the purposes of these Terms, an “interaction” is any activity that is or may be associated with your Member Account, including but not limited to logging into your Member Account, making a purchase, entering a Sweepstakes associated with the Program, linking your Member Account to RaceRoster or Runkeeper, completing a Member survey, or any other activity associated with your Member Account that we may designate in our sole discretion from time to time. If a Member Account is inactive for twenty-four (24) consecutive months, that Member Account will be deactivated and all Benefits, including any and all accrued but unused Benefits, shall be void and forfeited, without notice to you. Members can remain active in the Program and retain Benefits, including any accumulated Benefits, by completing at least one (1) Benefits-earning Qualifying Activity every twenty-four (24) months. Benefits earned through the Program will expire on the earlier to occur of: (i) twenty-four (24) consecutive months from the date of the last Benefits-earning Qualifying Activity, or (ii) as indicated in the any Additional Terms or Official Rules that may be associated with the Benefit. ASICS may, in its discretion, send you periodic notifications via the email address and/or phone number that you provided in your Member Account to remind you that your Benefits will expire upon the twenty-fourth (24th) month of inactivity. However, it is your responsibility to monitor your Member Account and Benefits status within the Program. Additionally, if you fail to log-in to your Member Account for any consecutive twenty-four (24) calendar month period, your Benefits will automatically expire, without notice to you. Please note that ASICS reserves the right to institute additional expiration dates for Benefits, as determined in our sole discretion.
E. Member-Required Disclosures; Representations and Warranties.
In connection with certain Benefits, from time to time, Members may receive early access to ASICS content that is made available by us through the Program (“Official Content”), and, depending on your selected settings, may include a request for permission to post that Official Content on Member’s behalf at various third party social sharing sites, or other sites or services we make available from time to time during the Program (the “Approved Sites”). Each Member who submits or shares Official Content or User Content (as defined below) on an Approved Site in connection with this Program is required by these Terms and by law to disclose anything of value that is received by the Member from ASICS as encouragement for the Member’s sharing of such content.
You acknowledge and agree that if any such disclosures are included by ASICS within any messaging that you share from the Program, you will not edit, alter or otherwise remove these disclosures from the Official Content. You further expressly agree that you have read and will fully comply with the Canadian Competition Bureau’s Influencer marketing and the Competition Act Bulletin (https://competition-bureau.canada.ca/deceptive-marketing-practices/types-deceptive-marketing-practices/influencer-marketing-and-competition-act) and The Deceptive Marketing Practices Digest – Volume 4 (https://competition-bureau.canada.ca/deceptive-marketing-practices-digest-volume-4) and that when talking or writing about ASICS you:
- will clearly and conspicuously disclose your true identity and that you have received compensations and/or other incentive items from ASICS (as applicable) proximate to any mention of you by ASICS;
- will not make any false, misleading, or deceptive statement about ASICS products or services;
- will ensure that all of your statements accurately reflect only your honest, current opinions and beliefs based upon your own personal experience;
- will not purport to speak on behalf of ASICS;
- will maintain your social media activities related to this Program in a manner appropriate for a family audience and will not be rude or abusive;
- will strictly comply with all applicable Approved Site terms of service, membership agreements, privacy policies, and other similar applicable governing documents of any third-party sites, services or venues that you may use in performing Program activities; and
- have read and will strictly comply the Ad Standards Canada’s Influencer Marketing Disclosure Guidelines (https://adstandards.ca/wp-content/uploads/AdStandards-Influencer-Guidelines-EN-2023-FIN.pdf).
You further acknowledge and agree that you will not post any information or content that may: (i) violate or encourage the violation of, any applicable local, state, or federal laws or regulations; or (ii) infringe any intellectual property or other right of any third party (“Offending Content”). If ASICS believes, in its sole discretion, that you have posted Offending Content, you acknowledge and agree that you will remove such Offending Content upon ASICS’ request promptly and without delay.
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4. Use of Member Account.
You are responsible for ensuring the accuracy of your Member Account information, including information about yourself, and any Benefits you earn or redeem. You agree that you will provide true, accurate, current, and complete information about yourself in connection with the sign-up process and, as permitted, that you will maintain and update it continuously to keep it accurate, current, and complete. You are responsible for maintaining the confidentiality of your password and Member Account. You understand and agree that you are fully responsible for any and all activities that occur under your password or Member Account. The Program is for your personal use only. You must not share your Member Account information and/or password or in any way make them accessible to others. You must immediately inform ASICS Customer Service (include contact details here) of any unauthorized use of your password or Member Account or any other breach of security.
You further agree that you shall not:
- access, use, reproduce, modify, download, sell, transfer, publish, or otherwise make available your Membership or Member Account for any commercial purposes;
- do any act or thing that might damage, disrupt, or otherwise interfere with the operation of the Program;
- abuse your Membership or Member Account or use it for any fraudulent, unlawful, or unauthorized purpose (which includes using any script, bot, or other automated means to simulate compliance with applicable requirements, transmitting any computer viruses through your Member Account, or using your Member Account in a manner which is discriminatory, offensive, abusive, malicious, defamatory, or otherwise violates or infringes the rights of anyone else, including with regards to User Content as defined in Section 7); and
- transfer, sell, or barter (or attempt to transfer, sell, or barter) any of your Benefits or Member exclusive promotional offers.
ASICS will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party that may arise out of or result from your inability or failure for any reason to comply with any of the foregoing obligations. ANY ATTEMPT BY ANY MEMBER OR ANY OTHER INDIVIDUAL OR ENTITY TO DAMAGE ANY ASSOCIATED WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM IS A VIOLATION OF THESE TERMS. ASICS RESERVES THE RIGHT TO INVESTIGATE ANY SUSPICIOUS ACTIVITY AND TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.
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5. Our Rights.
Each Member agrees that ASICS will not be liable to the Member or any third party for any modification, alteration, limitation, change, restriction, suspension, cancellation, termination, or discontinuance of the Program, including Benefits, Terms, or any policy, FAQ, or guideline pertaining to the Program, all of which ASICS reserves the right to do, in whole or in part, for any reason, at its sole discretion, with or without notice to Members. ASICS reserves the right to interpret and apply the policies and procedures communicated in these Terms in its sole discretion. All determinations by ASICS, including determinations of eligibility and the proper authorization of Benefits and any redemption thereof, are at ASICS’ sole discretion and shall be final and conclusive in each case. ASICS reserves the right, in its sole discretion and for any reason, to terminate any Member’s participation in the Program, to deny award of any item and/or terminate service if, in ASICS sole judgment, such Member has in any way violated these Terms.
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6. Termination; Changes to the Program.
You may cancel your Membership at any time through the Privacy Portal or by logging into your Member Account, selecting “Manage My Data” from within the “My Account” menu and filling out the form. Please note that if you cancel your Member Account, your Member Account and all associated and accumulated Benefits will be forfeited without compensation to you. If you choose to rejoin the Program at a later date by registering on the Website, you will be eligible to earn Benefits again, however any previously-earned Benefits will not continue or transfer over to your new Membership.
We expressly reserve the right to cancel, suspend, or terminate your Program Membership, at any time if we, in our sole discretion, determine that you (i) are ineligible in accordance with Section 1 of these Terms; (ii) have violated any of these Terms, any Additional Terms, or any applicable product terms of sale or any applicable law or regulation; or (iii) have engaged in any deception, forgery, fraud, or committed any other abuse of the Program, your Membership, or your Member Account. In the event that we cancel your Membership or terminate or deactivate your Member Account for any reason, all of your Member Account Benefits will be void and forfeited. We further reserve the right to revoke some or all of your Benefits if we determine, in our sole discretion, that you have received Benefits through fraud, forgery, deception, due to an error, or in any manner not authorized. If you are a resident of Quebec, you will be provided with a notice explaining the suspension, cancellation, termination, or deactivation as the case may be.
These Terms, (or if applicable, any Additional Terms), in the form posted at the time of your use of the applicable services to which they apply, shall govern such use (including any transactions entered into during such use). As the program evolves, we may make changes to the Program and/or these Terms from time to time, at our sole discretion (if, for example, there is a change in the law that necessitates a change to these Terms), without prior notice and in accordance with applicable law. For any significant changes to these Terms that will materially or adversely impact you, or if we choose to discontinue the Program, then we will provide you with prior written notice of such changes using your email or mailing address associated with your Member Account. In the event that any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.
Each time you sign in to your Member Account or otherwise use the Program, you are entering into a new agreement with us on the then-applicable Program Terms and you agree that we may notify you of such other Terms by posting them on the Program home page (or in any other reasonable manner of notice which we elect) and that your continued use of and participation in the Program after such notice constitutes your acknowledgement of and consent to the revised Terms, or other aspect of the Program. Therefore, you should review these Terms regularly (at least prior to each transaction or submission) to ensure that you understand the most up-to-date terms that apply in relation to your Membership. The revised Terms will be effective as to use and transactions as of the time that such revised Terms are posted, including prior use and transactions, or upon such later date as may be specified in the revised Terms themselves or in any other notice to you. You may reject any new, revised or Additional Terms by discontinuing use of the Program and any related services. Should you object to any such modifications to the Terms or Additional Terms, your sole recourse shall be to cease using the Program and any related services.
ASICS makes no guarantee or representation as to the length of time during which the Program will be offered and ASICS may, in its sole discretion, elect to end the Program at any time. Upon termination of the Program, all Benefits will expire and be forfeited without compensation and no further liability will be owed by us to any Member.
For Québec residents, we will notify you at least sixty (60) days before a change comes into effect. Such notice will be provided by posting the amended Terms on our website, by sending you written notice using email or physical mail (if applicable), and will set out the new terms, or the amended terms and how they read formerly, and the date on which a change will come into effect. If the amendment entails an increase in your obligations or a reduction in our obligations, you may refuse the amendment and rescind or cancel your participation in the Program without cost or penalty by sending us notice to that effect no later than 30 days after the amendment comes into force, at the address or email address indicated in the notice. If you do not exercise your right to rescind or cancel your participation in the Program by sending us notice no later than thirty (30) days after the amendment comes into force, your continued participation in the Program at any time after such thirty (30) day delay has expired will constitute your consent to be bound by the amendment.
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7. Content; Ownership, Limited License.
A. Content and User Content. The Program contains a variety of: (i) materials, information, data, and other items relating to ASICS and its products and services, and similar items from our licensors and other third parties; (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of ASICS (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). Additionally, ASICS may now or in the future offer Members the opportunity to create, display, or otherwise make available on or submit information and/or materials through the Program, including but not limited to, graphics, data, photos, comments, suggestions, personally identifiable information, or other similar information or materials and the ideas contained therein (collectively but excluding ASICS Licensed Elements included therein, “User Content”). ASICS may allow you to do this through forums, blogs, message boards, social communities, e-mail, and other communications functionality.
B. Ownership. The Program (including past, present, and future versions) and the Content are owned or controlled by ASICS and/or our licensors and certain other third parties. All Content may only be used with the permission of ASICS, such as text, graphics, logos, icons, images, and audio clips. All right, title and interest in and to the Content is the property of ASICS or our licensors or certain other third parties. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Content.
C. Limited License to Use Content and User Content. Subject to your strict compliance with the Agreement and any Additional Terms, ASICS grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to use certain Content that we may, from time to time and at our sole discretion, make available within the Program explicitly for you for use as part of or to be incorporated into your User Content, but only for such purposes as may be explicitly stated at the time that the ASICS Licensed Elements are made available within the Program (“ASICS Licensed Elements”). Under no circumstances does the foregoing limited license give you any ownership of, or any other intellectual property interest in, any Content, and may immediately be suspended or revoked for any reason, in ASICS sole discretion, and without prior notice or liability to you. You may not distribute, modify, transmit, reuse, re-post, or use the Content or ASICS Licensed Elements for any purposes other than those which may be explicitly stated at the time the Content or ASICS Licensed Elements are made available to you, including any text, images, audio, and video, without ASICS written permission.
Except as otherwise described in any applicable Additional Terms, which specifically govern the submission of your User Content, you hereby grant to ASICS, and you agree to grant to ASICS, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limiting of the generality of the foregoing, the granted rights to your User Content include the right to edit, adapt, publish, or use your User Content in any manner and for any purpose whatsoever, including without limitation, research, developing, producing, marketing, distribution, delivering, supporting and improving products and/or services, including, through the use of artificial intelligence or any other feasible means of present or future technology. In order to further effect the rights and license that you grant to ASICS to your User Content, you also hereby grant to ASICS, and agree to grant to ASICS, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User Content, without any obligation or remuneration to you. You hereby waive, and you agree to waive, the right to inspect or approve any use of your name, persona, and likeness and any User Content. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 7(C).
D. Rights of Others. When using the Program, you must respect the intellectual property and other rights of ASICS and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. ASICS respects the intellectual property rights of others.
E. Non-Confidentiality of Your User Content. Except as otherwise described in the ASICS posted Privacy Policy or any Additional Terms, you agree that: (a) your User Content will be treated as non-confidential – regardless of whether you mark them “confidential,” “proprietary,” or the like – and will not be returned, and (b) ASICS does not assume any obligation of any kind to you or any third party with respect to your User Content. Upon ASICS request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User Content may not be secure, and you will consider this before submitting any User Content and do so at your own risk. In your communications with ASICS, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs for products and/or services, music, web sites, apps, books, scripts, screenplays, motion pictures, television shows, theatrical productions, software or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on or send to us via the Program are deemed User Content and licensed to us as set forth below. In addition, ASICS retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. ASICS’ receipt of your Unsolicited Ideas and Materials is not an admission by ASICS of their novelty, priority, or originality, and it does not impair ASICS’ right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
F. ASICS’ Exclusive Right to Manage our Venue. ASICS may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User Content, and ASICS may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User Content without notice or any liability to you or any third party in connection with our operation of User Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms. Such User Content submitted by you or others need not be maintained by us for any period of time and you will not have the right, once submitted, to access, archive, maintain, or otherwise use such User Content in connection with the Program or elsewhere.
G. Representations and Warranties Related to Your User Content. Each time you submit any User Content, you represent and warrant that: (i) you are at least the age of majority in the jurisdiction in which you reside, or that you are the parent or legal guardian (or have all proper consents from the parent or legal guardian) of any minor who is depicted in or contributed to any User Content you submit; (ii) you are the sole author and owner of the User Content or you have a lawful right to submit the User Content and grant ASICS the rights to such User Content as prescribed in these Terms and any Additional Terms, all without any ASICS obligation to obtain consent of any third-party and without creating any obligation or liability to ASICS; (iii) the User Content is accurate and will not infringe any right of any third party; and (iv) the User Content will not violate these Terms or any Additional Terms, or cause injury or harm to any person.
H. Enforcement. ASICS has no obligation to monitor or enforce your intellectual property rights to your User Content, but you grant us the right to protect and enforce our rights to your User Content, including by bringing and controlling actions in your name and on your behalf (at ASICS cost and expense, to which you hereby consent and irrevocably appoint ASICS as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
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8. Program and Content Use Restrictions.
A. Program Use Restrictions. This Program is for individual use only. You agree that you will not use the Program for any use or purpose other than those which are explicitly stated and permitted by ASICS in these Terms or in any Additional Terms and you agree that you will not violate these Terms or any Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Program: (i) you will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout); (iii) you will keep intact all Trademark, copyright, and other intellectual property notices contained in such Content; (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such Content (other than to the extent of your permitted use of the ASICS Licensed Elements, if applicable); (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or websites, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of ASICS or, in the case of Content from a licensor, the owner of the Content; and (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Program and Content. ASICS may immediately suspend or terminate the availability of the Program and Content (and any elements and features of them) in whole or in part for any reason, in ASICS sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Program. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Program. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by ASICS and its licensors and other third parties. Any unauthorized use of any Content or the Program for any purpose is prohibited.
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9. Disclaimers.
YOUR ACCESS TO AND USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Therefore, to the fullest extent permissible by law, ASICS, its parent companies and each of their respective subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, “Program Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises of any kind, either express or implied, as to the completeness, security, reliability, quality, accuracy, or availability of the Program itself (including Content and User Content) and of the Website that makes the Program available. Without limiting the generality of the foregoing, the Program Parties are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause, or for lost, late, incomplete, stolen, misdirected, postage due, or undeliverable notifications or mail, or for technical, mechanical, printing, or typographical or other errors.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A PROGRAM PARTY, ASICS HEREBY FURTHER DISCLAIMS ALL WARRANTIES (EXPRESS, IMPLIED OR STATUTORY), INCLUDING BUT NOT LIMITED TO ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUSES.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
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10. Limitation on Liability.
UNDER NO CIRCUMSTANCES WILL ANY PROGRAM PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
- the Program (including the Content and the User Content) and the Website that makes the Program available;
- your activities in connection with the Program and Website;
- your use of or inability to use the Program, or the performance of the Website associated with the Program;
- any action taken in connection with an investigation by Program Parties or law enforcement authorities regarding your access to or use of the Program;
- any action taken in connection with copyright or other intellectual property owners or other rights owners;
- any errors or omissions in the Program’s and Website’s technical operation; or
- any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Program Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the Program).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROGRAM PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID ASICS IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY ASICS OR A MANUFACTURER OF A PHYSICAL PRODUCT.
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11. Indemnity.
In exchange for the right to participate in the Program, you agree to indemnify, defend (at our option) and hold the Program Parties harmless from and against any and all damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses and demands, including, but not limited to, personal injury, death, or damage to or loss of property, or any attorney’s fees that directly or indirectly arise from or are related to: (i) your User Content; (ii) your use of the Program and your activities in connection with the Program; (iii) your breach or anticipatory breach of these Terms or any Additional Terms; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the Website and the Program; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us (including your User Content) (all of the foregoing, collectively “Claims and Losses”). You will cooperate as fully required by the Program Parties in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. The Program Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of ASICS. Except where prohibited by law, this indemnification obligation shall survive in the event that these Terms are terminated for any reason.
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12. General Provisions
A. Entire Agreement; Severability. You and ASICS agree that these Terms and any Additional Terms are the complete and exclusive statement of the mutual understanding between you and ASICS regarding the subject matter herein, and that they supersede and cancel all previous written and oral agreements, communications, and other understanding relating to the subject matter of these Terms. If any provision of the Agreement, or any Additional Terms, is for any reason deemed to be invalid, unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from the Agreement or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the Agreement or the Additional Terms and shall not affect the validity and enforceability of any remaining provisions and the remainder of the Agreement or Additional Terms will continue to remain in full force and effect. To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. These Terms shall be governed by and construed in accordance with the Federal Arbitration Act, the laws of Ontario, and the federal laws of Canada applicable therein, without regard to the choice or conflicts of law provisions. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement.
B. Survival. The provisions of these Terms and any Additional Terms, which by their nature should survive the suspension or termination of your Membership or the Program itself, will survive any termination of this Agreement, including the proprietary rights and licenses you grant to us in these Terms, as well as the representations made by you, indemnities, releases, disclaimers, and limitations on liability and the general provisions regarding jurisdiction, choice of law, and no class action.
C. Communications, Notices & Customer Service. If you have any questions regarding the Program, you may contact customer service at (888) 501-9062 (toll-free). All correspondence regarding the Program should be addressed to CustomerCare-CAN@asics.com. You acknowledge that the provision of customer support is at our sole discretion and that we have no obligation to provide you with customer support of any kind. By communicating with ASICS’ customer service (e.g., calls, emails, or chat sessions), you consent that your communications, including the content and routing information (such as your IP address) may be captured, monitored, recorded, reviewed, and accessed by ASICS and our third-party vendors and partners in order to respond to you and fulfill your requests, and for training, quality assurance, analytics, improvement and other purposes.
By becoming a Member of the Program, you consent to receive marketing, promotions, special events, and other communications from ASICS and its affiliates and agree that ASICS may contact you via mail, email, and other channels about marketing, special Program promotions, offers, surveys and more. You may opt out of or unsubscribe from marketing communications at any time by following the instructions in the communication you received from us. Please note that even if you opt out of receiving marketing or promotional communications, ASICS may still continue to send you transactional and other non-marketing or non-promotional emails, such as notices or communications about your Member Account, your Program Membership, order confirmations, or our ongoing business relations. ASICS will also use, in its sole discretion, any one or more of these channels to notify Members when they are eligible for a Benefit, communicate Membership information, Program changes and more.
D. Assignment; No Waiver. ASICS may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of ASICS. Except as expressly set forth in the Agreement or any Additional Terms, (i) no failure or delay by us in exercising any of our rights, powers, or remedies pursuant to these Terms will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
E. Investigations; Cooperation with Law Enforcement. We reserve the right, without any limitation, to involve and cooperate with law enforcement authorities to investigate: (i) any suspected breaches of the Website’s security or its information technology or other systems or networks; (ii) any suspected breaches of these Terms and any Additional Terms; (iii) any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; and (iv) to prosecute violators of these Terms and any Additional Terms. We reserve the right, without limitation, to discontinue the Program, in whole or in part, or, except as may be expressly set forth in these Terms or any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms or any Additional Terms.
F. Linked Sites and Advertisements. In addition to Benefits, the Program may also contain other links to sites that are controlled by third parties (“Linked Sites”). Those Linked Sites are not controlled by ASICS, and Members acknowledge that ASICS is not responsible for the content of any such Linked Site or any link contained in a Linked Site. ASICS provides such links only as a convenience, and the inclusion of any link does not imply endorsement by ASICS of any Linked Site. Finally, ASICS will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the Linked Sites. ASICS disclaims all liability in connection therewith. Any interactions of any kind that you have with any third parties found on or through the Program (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). ASICS disclaims all liability in connection therewith.
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13. Disputes; Binding Arbitration; No Class Relief.
To the fullest extent permissible by law, any dispute of any kind between you and the Company including, without limitation, arising under these Terms, your visit to the Company’s websites, mobile applications, or retail stores, or to any purchase, transaction, or other interaction with the Company (including, without limitation, claims relating to the Company’s advertisements, pricing, and disclosures, email, SMS or other messages sent by the Company, or the Company’s collection, processing or retention of your information) (a “Dispute”) shall be resolved through final and binding arbitration pursuant to these exclusive dispute resolution procedures.
Early Dispute Resolution: Whenever a Dispute arises between you and the Company, you and the Company agree to first send a written notice to the other (a “Demand”). You must send the Demand to the Company via certified mail to the Notice Address. The Company must send the Demand to you via certified mail to the most recent address the Company has on file for you (or by email if the Company only has an email address for you on file). A Demand (1) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (2) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (3) shall be personally signed by the individual claimant or for the Company by its authorized representative (and not only their counsel, if any). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and the Company will personally attend (with counsel, if represented). You and the Company agree that you and the Company will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit in court or arbitration if these requirements have not been met.
Arbitration Procedure: If the Dispute stated in the Demand is not resolved to your or the Company’s satisfaction within the time periods set forth above for Early Dispute Resolution and you or the Company intend on taking legal action, you and the Company agree that you or the Company shall file a request to arbitrate under the Arbitration Rules of the ADR Institute of Canada (“ADRIC”) (https://adric.ca/). The arbitration will be conducted by a single arbitrator pursuant to the ADRIC Arbitration Rules (“Rules”) then in effect. You and the Company may agree, and the tribunal may order, to have the arbitration based only on written submissions. The arbitration and all documents exchanged in the proceedings will be kept confidential except as may lawfully be required.
Payment of all fees will be governed by the ADRIC Rules. Either you or the Company may seek attorneys’ fees and costs in arbitration. BY AGREEING TO ARBITRATE A DISPUTE, THE DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER YOU NOR THE COMPANY MAY ACT AS A CLASS REPRESENTATIVE, NOR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, WITH RESPECT TO ANY DISPUTE OR CLAIM.
Disputes not permitted to be resolved by arbitration shall be exclusively brought before the applicable courts of Ontario. You agree and consent to waive all defenses of lack of jurisdiction and forum non conveniens (i.e., inconvenient forum) with respect to venue and jurisdiction of the applicable courts of Ontario. You consent to exclusive jurisdiction and venue in these courts.
You agree that any and all claims be brought by you within two (2) years after the claim is discovered, except to the extent a longer period is required by applicable law.
This Section of these Terms will survive the termination of the relationship with you and the Company.