Legal

Privacy Policy

Vanhawks (“Vanhawks”, “we”, or ”us”) respects your privacy. Unless otherwise specified in writing, this privacy policy (the “Privacy Policy”) applies to all of the services offered by Vanhawks, including, without limitation, vanhawks.com and any other websites owned or operated by Vanhawks (the "Website"), all Vanhawks mobile apps and other software provided by Vanhawks (collectively the "Vanhawks Apps"), the Vanhawks email list, and any and all services provided in connection with the Website, the Vanhawks Apps, and your Vanhawks Valour bicycle ("Valour”; collectively the “Services”). The Privacy Policy describes, amongst other things, the information we may collect from anyone who uses or accesses any or all of the Services (a “User”); how we collect, use, disclose, and store this information; and some of your rights in connection with this information. By accessing and/or using any of the Services you are agreeing to the terms of the Privacy Policy.

1. Personal Information

For the purposes of the Privacy Policy, personal information means information about an identifiable individual (“Personal Information”). This includes any factual or subjective information, recorded or not, about an identifiable individual but does not include the name, title, business address, or telephone number of an employee of an organization.

2. Collection of Personal Information

(a) User Information: Vanhawks collects various types of Personal Information in connection with the Services, including any or all of the following:

  • Personal Information you provide to us when you purchase a Valour, create a user account (“Account”), and/or register for the Vanhawks email list. This may include your full name, email address, phone number, address, country, height, weight, age, sex, and your Valour’s digital serial number;
  • information from your computer/s and/or mobile device/s, including any or all of the following:
  • IP address;
  • language preference;
  • operating system;
  • UDID, MAC address, IFA, or similar identifiers;
  • screen resolution;
  • the type of device and/or browser used to access or use the Services;
  • referrer website;
  • information or text that you provide or communicate in connection with the Services;
  • Internet service provider;
  • technical facts regarding your device;
  • the number of links or buttons you click within the Services;
  • the date and time of your visit;
  • the content you viewed and/or stored; and
  • searches/queries that you conducted via the Services (including location services); and
  • Personal Information you provide to us when applying for a job with Vanhawks

(b) Location Information: Whenever you use a Valour that is connected to an Account we will collect your precise location information, including the real-time geographic location of your Valour, and associate such information with your Account. This information may be collected and/or transmitted via your mobile network, a Wi-Fi hotspot, and/or the Valours and mobile networks of other Users. Likewise, we may collect and/or transmit location information about other Users and their Valours using your Valour and mobile network.

3. Use of Personal Information

In general, we use the Personal Information we collect in order to provide, maintain, protect, and improve the Services, to develop new services, and to Protect Vanhawks and our Users. More specifically, we may use your Personal Information for the following purposes:

  • to process your transaction and/or fill your order and to provide you with information and/or the Services. This may include, for example, responding to your warranty, order, and/or sales inquiries; processing your request to join our email list; and/or implementing anti-theft measures;
  • to establish and maintain commercial relationships, including to issue invoices, administer accounts, collect and process payments, and to fulfill contractual obligations;
  • to analyze User behaviour and trends and for auditing, data analysis, and research purposes, including in order to operate, provide, improve, develop, create, and/or maintain products, the Services, and customer communications;
  • to send you administrative messages and other information about Vanhawks and to communicate with you about your purchase/s, your Account, and/or customer service issues;
  • to support products and/or the Services you obtain from us, including notifying you of a product update or fix;
  • to provide you and other Users with our location services. This may include, for example, creating Adaptive Routes, communicating to you the location of your Valour, and communicating to other Users the locations of their respective Valours. Please note that your location information will be completely anonymous to other Users, unless you actively decide to share this data (for example, by choosing to share access to your Account with other people, or by publicly posting your location/s);
  • to comply with any applicable law and to assist law enforcement agencies under any applicable law when we have a good faith belief that our cooperation with law enforcement agencies is legally mandated or meets the applicable legal standards and procedures, and to prevent fraud, misappropriation, infringements, identity theft, and other illegal activities and misuse of the Services; and
  • for any other purpose to which you consent. As new purposes may develop over time, we may update these purposes; we encourage you to review the Privacy Policy periodically

4. Disclosure of Personal Information

(a) Third Party Service Providers: Vanhawks may share Personal Information we collect about you, including your location information, with third parties that provide services to us and/or on our behalf. This may include organizations or individuals retained by Vanhawks to: (i) collect, track, store, process, and enhance information that includes User data; (ii) provide database services; (iii) provide technical services; and (iv) deliver Valours and other products to you. We may share Personal Information we collect about you with telecom partners and OEM partners and other third party organizations and individuals, as necessary for legitimate business purposes. We may share Personal Information we collect about you with postal and/or government authorities, such as customs authorities, involved in filling your order.

(b) Additional Disclosure: It may be necessary−by law, legal process, litigation, and/or requests from public and/or governmental authorities within or outside your country of residence−for Vanhawks to disclose Personal Information we collect about you. We may also disclose Personal Information about you if we determine that, for purposes of national security, law enforcement, or other issues of public importance, disclosure is necessary or appropriate; if we determine that disclosure is reasonably necessary to enforce our Terms of Service, End User License Agreement, Limited Warranty, and/or Terms and Conditions of Sale; if we determine that disclosure is reasonably necessary to protect our operations and/or Users; or for any other purpose to which you consent. Additionally, in the event of a reorganization, merger, or sale we may transfer any and all Personal Information we collect to the relevant third party or third parties.

5. Non-Personal Information

(a) Collection, Use, Transfer, and Disclosure: We collect data in a form that does not, on its own, permit direct association with any specific individual (“Non-Personal Information”). We may collect, use, transfer, and/or disclose Non-Personal Information at any time and for any purpose. Moreover, we may transfer and/or disclose Non-Personal Information to any employee, contractor, agent, or third party.

(b) Combination with Personal Information: If we do combine Non-Personal Information with Personal Information the combined information will be treated as Personal Information for as long as it remains combined.

6. Analytics

(a) Third Party Providers: Vanhawks allows certain authorized third party providers to collect, track, and store certain information, including Personal Information, about Users for the purpose of providing analytics services to us (any of these third party providers a “Third Party Provider”). Vanhawks uses these analytics services for the purpose of optimizing the Services and gathering demographic information about our User base as a whole.

(b) Collection of Information: While Vanhawks does not use cookies or pixel tags to collect information, Third Party Providers may collect User information by using cookies and other online tools such as pixel tags in connection with the Services. Third Party Providers may collect the following information:

  • your IP address;
  • the date and time you accessed the Services;
  • referring and exit websites and applications;
  • the pages you accessed while visiting the Website;
  • the device from which you accessed the Services; and
  • the location from which you accessed the Services

(c) Cookies: A cookie is a small file containing a string of characters that is sent to your computer when you visit a website. When you visit the website again, the cookie allows that site to recognize your browser. Third Party Providers may use cookies to collect information about when you access and/or use the Services. You can set your browser to notify you before you receive a cookie, giving you the opportunity to decide whether to accept it. You can also set your browser to reject any cookies. Since many websites use cookies to allow visitors to navigate easily, you may find that some websites or pages do not work well if you reject the cookies associated with them.

(d) Pixel Tags: A pixel tag, also known as a clear GIF or web beacon, is a type of technology placed on certain pages of a website or within the body of an email (but not on your computer) for the purpose of tracking activity on websites, or when emails are opened or accessed, and is often used in combination with cookies.

(e) Third Party Providers: The following is a list of the Third Party Providers, including links to their respective privacy policies:

We urge you to read about the Third Party Providers’ respective privacy practices prior to accessing and/or using the Services.

7. Security

(a) Storage of Personal Information: We store, access, and use Personal Information in Canada. Personal Information may also be stored, accessed, or used outside of Canada. For example, when we engage a service provider outside of Canada, Personal Information may be stored, accessed, or used in any country where the service provider is located, or from which it provides services. Moreover, we store certain data and information, including Personal Information, on Amazon Web Services’ (“AWS”) servers. We urge you to click the following link and read about Amazon’s privacy practices prior to accessing and/or using the Services: http://aws.amazon.com/privacy/. Personal Information may be subject to the local laws of the jurisdictions within which it is collected, used, disclosed and/or stored, and may be accessed by governmental authorities in those jurisdictions.

(b) Security Measures: We work hard to protect Vanhawks and our Users from unauthorized access to, or unauthorized alteration, disclosure, or destruction of, information we hold. We have implemented the following security measures in furtherance of this aim:

  • SSL encryption;
  • token-based authentication;
  • firewalls and Amazon Security Groups; and
  • restriction of access to Personal Information to those employees, contractors, and agents that require access to that Personal Information in order to perform their duties for Vanhawks

(c) Limitations: We implement commercially reasonable systems, applications, and procedures to secure Personal Information and to minimize the risks of theft, damage, loss of information, and unauthorized access, disclosure, modification, or use of Personal Information. However, these measures are unable to provide absolute assurance. Therefore, although we take great efforts to protect Personal Information we collect about you, we cannot guarantee, and you cannot reasonably expect, that our databases and/or the Services will be immune from any malfunctions, unlawful interceptions or access, or other kinds of abuse and misuse.

(d) Sharing Information Publicly: Some of the Services may allow you to share information publicly. Any Personal Information you post or share publicly via the Services may be read, collected, or used by others. You are responsible for the Personal Information you choose to share or submit in these instances. Please take care when using these features.

(e) Do Not Track: Vanhawks respects Do Not Track requests. However, Third Party Providers may or may not respect Do Not Track requests. We urge you to read about the Third Party Providers’ respective privacy practices prior to accessing and/or using the Services.

8. Access and Control

You may be able to access the Personal Information we hold about you, and help us ensure that it is accurate, complete, and up to date, by logging in to your Account, reviewing your receipts and order confirmations, and/or by sending an email to info@vanhawks.com. For Personal Information not available online or via email, we will provide you with access in accordance with applicable laws for any purpose including to request that we correct the data if it is inaccurate or delete the data if Vanhawks is not required or permitted to retain it by law. We will endeavour to provide the Personal Information in question within a reasonable time. We may decline to process requests that are frivolous or vexatious, jeopardize the privacy of others, are extremely impractical, or for which access is not otherwise required by local law.

9. Retention

We retain your Personal Information as long as it is necessary and relevant for our operations. In addition, we retain Personal Information and Non-Personal Information from closed Accounts as needed to comply with our legal and regulatory obligations, to resolve disputes, to investigate or prevent fraud and other inappropriate activity, to enforce our agreements, and for other business reason.

10. Children

Children under the age of 13, or equivalent minimum age in the relevant jurisdiction, are not permitted to use or access the Services. By accessing or using the Services you represent that you are 13 years of age or older. If we learn that we have collected the Personal Information of a child under 13 years of age, or equivalent minimum age depending on jurisdiction, without first receiving verifiable parental consent we will take steps to delete that information as soon as possible.

11. Application of the Privacy Policy

As set forth above, the Privacy Policy applies to all of the Services. The Privacy Policy does not apply to any websites, products, or services offered by other companies or individuals, including third party websites, products, or services that may be displayed to you by or in connection with the Services, or other sites linked from the Services. We encourage you to learn about the privacy practices of those third parties. Moreover, the Privacy Policy does not cover the information practices of other companies and organizations who advertise Vanhawks and/or the Services, and who may use cookies, pixel tags, and other technologies to serve and offer relevant ads.

12. Changes to the Privacy Policy

If we decide to make material changes to the Privacy Policy, we will notify you and other Users by placing a notice on vanhawks.com/terms and/or by sending you a notice to the email address we have on file for you, and we will make such revised Privacy Policy and changes available upon request to the Vanhawks privacy officer, set forth below. Any such changes will be effective immediately and, unless stated otherwise, will apply to all Personal Information. Vanhawks will obtain the necessary consent/s required under applicable privacy laws if it seeks to collect, use, or disclose your Personal Information for purposes other than those to which consent has been obtained unless otherwise required or permitted by law.

13. Contacting Us

If you have any questions, comments, or concerns about the Privacy Policy, or if you would like to review Personal Information we collect about you, you can contact our privacy officer Niv Yahel at niv@vanhawks.com or you can write to us at the following address:

Vanhawks4-164 Princess St.Toronto, ON M5A 2T1

Last Updated: June 25, 2015

Terms and Conditions of Sale

These Terms and Conditions of Sale and any other terms referred to herein (collectively the "Terms and Conditions") apply between you and Vanhawks, Inc., a Toronto, Ontario, Canada corporation ("Vanhawks", "we", or "us") when you order or purchase a Vanhawks Valour bicycle ("Valour") from Vanhawks.

Every time you order or purchase a Valour from Vanhawks, the Terms and Conditions in force at that time will apply between you and Vanhawks. We reserve the right to change the Terms and Conditions at any time without notice, effective upon their posting on this page. Please review the Terms and Conditions prior to placing an order or making a purchase from Vanhawks.

THIS IS A LEGAL AGREEMENT. PLEASE READ IT CAREFULLY. BY ORDERING OR PURCHASING A VALOUR FROM VANHAWKS, YOU ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS. YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THE TERMS AND CONDITIONS. IF YOU DO NOT UNDERSTAND THE TERMS AND CONDITIONS OR DO NOT ACCEPT ANY PART OF THEM, YOU MAY NOT PLACE AN ORDER OR MAKE ANY PURCHASE FROM VANHAWKS.

1. Use

(a) Limitations: You acknowledge and agree that your access to, and use of, a Valour and/or any services and/or features (“Services and Features”) and/or software (“Software”) offered or provided by Vanhawks, is subject to the applicable terms and conditions, including, inter alia: (i) the Terms and Conditions; (ii) the Terms of Service, the End User License Agreement, the Limited Warranty, the Privacy Policy, and any rules, restrictions, limitations, terms, and/or conditions that may be posted or otherwise communicated to you; and (iii) any applicable laws, regulations, and generally accepted practices and guidelines in the relevant jurisdictions (including any laws regarding the export of data or software). Access to and/or use of certain Software and Services and Features may, moreover, require that you create a Vanhawks user account.

(b) No Modification: Without limiting the foregoing, you acknowledge and agree that any unauthorized modification of Software violates the End User License Agreement and may terminate your right to use Software. Moreover, should you be unable to use your Valour due to an unauthorized modification of Software or your Valour, its repair will not be covered under the Limited Warranty.

(c) Mobile Services: An Internet connection is required to access and/or use some of the Services and Features. Neither the Valour nor any of the Services and Features comes with a cellular data plan, a wireless service plan, or any other Internet connectivity service. You are solely responsible for obtaining access to the Internet through a cellular data service provider or a wireless service provider (each a “Wireless Carrier”) or other Internet connectivity service provider ("Internet Service Provider") whose service is compatible with the Services and Features. You agree that Vanhawks has no responsibility for: (i) the provision of cellular data services, wireless services, or any other Internet connectivity services; and (ii) the terms under which Wireless Carriers or Internet Service Providers may offer these services. Use of any Services and Features that utilize cellular data services, wireless services, or any other Internet connectivity services may incur extra costs and are governed by the terms of a separate agreement between you and your selected Wireless Carrier and/or Internet Service Provider.

(d) Access: Certain Services and Features may not be available in all languages or regions and some Services and Features may vary by region. All safety warnings, information, instructions, packaging, in-box materials, mobile apps, and support services are provided only in English. You are responsible for complying with all applicable laws and regulations of the country for which the Valour is destined. We are not liable or responsible if you break any such law/s. Moreover, some or all Services and Features may be prohibited, restricted, or unavailable from your selected Wireless Carrier and/or Internet Service Provider.

(e) Compatibility: The Valour may not be compatible with certain computers and/or mobile devices. Vanhawks makes no warranty with respect to such computers or mobile devices or their compatibility with the Valour.

2. Orders

After we receive your order and payment, we will send you an order confirmation via email and our third party payment processor will provide you with a receipt. Please carefully review all information included in both the order confirmation and the receipt and notify us of any changes or corrections within 48 hours. Your receipt of an order confirmation and/or a receipt does not signify Vanhawks’s acceptance of your order, nor does it constitute confirmation of our offer to sell; we are simply confirming that we received your order and/or payment. Vanhawks reserves the right at any time after receiving your order and/or payment to accept or decline your order for any reason. If Vanhawks cancels an order after you have paid for the order (in part or in whole), Vanhawks will refund the amount paid. Once placed you may not cancel your order except by emailing info@vanhawks.com within 2 days of placing it.

3. Availability

Given the popularity and/or supply constraints of the Valour, Vanhawks may limit the number of Valours available for purchase. There may be occasions when Vanhawks confirms and/or accepts payment for your order but subsequently learns that we cannot supply the ordered Valour. In the event we cannot supply a Valour you ordered, Vanhawks will cancel the order and refund your payment in full.

4. Price

All prices are in U.S. dollars unless otherwise expressly stated in writing. Vanhawks reserves the right to change the prices and specifications of the Valour at any time without prior notice, and to correct pricing errors that may inadvertently occur. The price in effect at the time you order or purchase a Valour from Vanhawks will apply to that purchase or order.

5. Payment

We accept payment via Visa, MasterCard, and American Express only. Payments will be processed when we receive your order. All payments shall be processed by Stripe, Inc. Stripe’s terms of service and privacy policy may be found at https://stripe.com/terms and https://stripe.com/privacy, respectively.

6. Sales Tax

Sales tax is solely calculated and charged on orders shipping to a Canadian address. You are responsible for any and all VAT and/or other taxes due on any orders and/or purchases shipping to any address outside of Canada.

7. Resale and Title Transfer

Purchases made through the Vanhawks website are intended for you, as the end user, only. Title passes to you at the time of delivery by Vanhawks to the freight carrier. You may only transfer title as provided for under section 2 of the End User License Agreement and section 4(b) of the Terms of Service.

8. Delivery

Prices for the Valour do not include delivery costs. We offer a flat rate shipping charge of $150 USD to Australia, Austria, Belgium, Bulgaria, Canada, China, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, Italy, Japan, Latvia, Lithuania, Luxembourg, Netherlands, Norway, Poland, Portugal, Romania, Singapore, Slovakia, Slovenia, Spain, Sweden, Switzerland, Taiwan, US, and UK. Please email info@vanhawks.com for all other shipping rates. Vanhawks will be responsible for any loss or damage that occurs to your new and unused Valour during transit to you after purchase. Vanhawks is not responsible for any duties, taxes, or brokerage, handling, customs, clearance, or other fees, charges, or amounts incurred in connection with any shipment of your Valour.

9. Returns

We do not accept any returns or refunds whatsoever except as expressly set forth in the Limited Warranty.

10. Questions

If you have any questions or concerns regarding your Valour or the Terms and Conditions, please contact us via email at info@vanhawks.com.

11. Electronic Communication

You are communicating with Vanhawks electronically when you use the Vanhawks website or send email to Vanhawks. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

12. Privacy

Please refer to the Privacy Policy at vanhawks.com/terms for information on how Vanhawks collects, uses, and discloses information we receive from you. You acknowledge and agree that, in order to process your order and/or purchase, Vanhawks may provide your order and/or purchase information to third parties to assist in fulfilling and/or delivering your order and/or purchase.

13. Import and Export

A Valour may be subject to import and export laws and regulations in Canada, the United States, and elsewhere. You must comply with all domestic and international import and export laws and regulations that apply in connection with the Valour. These laws may include restrictions on destinations, users, and end use.

14. Dispute Resolution

(a) Informal Dispute Resolution: We would rather address concerns informally than pursue formal legal cases. Before filing a claim against Vanhawks, you agree to try to resolve any and all disputes informally by contacting info@vanhawks.com. We will endeavour to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Vanhawks may bring a formal proceeding.

(b) Limitation: Should you desire to file any cause of action against Vanhawks, arising out of or related to the Terms and Conditions or your Valour, you must do so within one (1) year of the day you become aware of the cause of action. Failure to file a lawsuit within the aforementioned timeframe will bring about the permanent barring of the cause of action, and will constitute your complete and final waiving of the lawsuit.

(c) No Class Action: YOU AND VANHAWKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall: (i) consolidate any other person’s claims with your claims; or (ii) otherwise preside over any form of a multi-party or class proceeding arising out of or relating to the Terms and Conditions or a Valour.

(d) Governing Law: The Terms and Conditions and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to the Terms and Conditions or a Valour shall be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts in or for Toronto, Ontario, Canada for the purpose of litigating all such claims, disputes, actions, causes of action, issues, or requests for relief.

(e) Arbitration: You and Vanhawks agree to resolve any claims relating to the Terms and Conditions through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You can decline this agreement to arbitrate by contacting info@vanhawks.com within 30 days of first accepting the Terms and Conditions and stating that you decline this arbitration agreement. The arbitration shall take place in Toronto, Ontario, Canada. The arbitration shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, you agree that no arbitrator has the authority to: (i) award relief in excess of what the Terms and Conditions provide; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, TORONTO, ONTARIO, CANADA.

(f) Exceptions to Agreement to Arbitrate: Either you or Vanhawks may assert claims, if they qualify, in small claims court in Toronto, Ontario, Canada. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized access, use, or abuse of Vanhawks’s products and/or services and/or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

15. Warranties and Disclaimers

ANY VALOUR PURCHASED FROM VANHAWKS IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, UNLESS OTHERWISE NOTED IN THE LIMITED WARRANTY. WITHOUT LIMITING THE FOREGOING, ANY VALOUR PURCHASED FROM VANHAWKS IS PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF COMPLETENESS, OR OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YOU MAY CHOOSE WHETHER TO MAKE A CLAIM UNDER THE TERMS AND CONDITIONS OR THE LIMITED WARRANTY OR BOTH, BUT YOU MAY NOT RECOVER TWICE IN RESPECT OF THE SAME LOSS. TO INITIATE A CLAIM UNDER THE LIMITED WARRANTY, YOU SHOULD CONTACT info@vanhawks.com.

16. Limitation of Liability

Nothing in the Terms and Conditions, and in particular within this limitation of liability provision, shall attempt to exclude or limit liability that cannot be excluded under applicable law. Without limiting the foregoing, the following is not intended to limit the application of section 10 of the Quebec Consumer Protection Act, if such section is otherwise applicable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL: (I) VANHAWKS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA, LOST PROFITS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO A VALOUR, EVEN IF VANHAWKS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) VANHAWKS’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO A VALOUR, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO VANHAWKS FOR THE VALOUR AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.

17. Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Terms and Conditions or any other agreement if such failure is caused by an act or event beyond our reasonable control, including, without limitation, an act of God, strike, lock-out or other industrial action by a third party, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic, natural disaster, failure of public or private telecommunications network, or impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

18. Severability

If any provision of the Terms and Conditions is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect

19. Waiver

Failure or delay by us to enforce the Terms and Conditions or any provision thereof will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.

20. Entire Agreement

Except as otherwise stated herein, the Terms and Conditions constitute the entire and exclusive understanding and agreement between Vanhawks and you with respect to your order and/or purchase of a Valour from Vanhawks, and supersedes any other agreements or discussions, oral or written.

Terms of Service

Vanhawks’s products and services are provided by Vanhawks, Inc., a Toronto, Ontario, Canada corporation ("Vanhawks", "we", or "us"). These Terms of Service (“Terms”) govern your access to and use of: (i) your Vanhawks Valour bicycle ("Valour"); (ii) your online user account (“Account”); (iii) any firmware, software, and/or updates that we install or provide for installation on your Valour (collectively "Valour Software"); (iv) the Vanhawks mobile app and other software applications that you can use to connect to your Valour (collectively "Vanhawks Apps"); and (v) any web or mobile sites that we provide, including but not limited to any web or mobile sites that you can use with your Valour and/or Vanhawks Apps (collectively "Vanhawks Sites"). The term “Services” means Accounts, Valour Software, Vanhawks Apps, and Vanhawks Sites.

We may change these Terms at any time without notice, such that the revised Terms shall be effective immediately upon their posting on this page. Your continued use of the Services and/or your Valour shall be considered your acceptance of the revised Terms.

THIS IS A LEGAL AGREEMENT. PLEASE READ IT CAREFULLY. BY ACCESSING AND/OR USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU DO NOT HAVE THE RIGHT TO USE A VALOUR AND/OR ACCESS OR USE THE SERVICES.

ANY FUTURE RELEASE, UPDATE, OR OTHER ADDITION OR LIMITATION TO THE FUNCTIONALITY OF THE SERVICES SHALL BE SUBJECT TO THESE TERMS. AS DESCRIBED BELOW, YOU ARE CONSENTING TO ACCEPT AUTOMATIC SOFTWARE UPDATES. IF YOU DO NOT AGREE, YOU DO NOT HAVE THE RIGHT TO ACCESS OR USE THE SERVICES.

1. Overview

(a) Overview and Relation to Other Agreements: These Terms govern your use of the Services. Your purchase of a Valour is governed by the Limited Warranty and the Terms and Conditions of Sale. The Valour Software and any other software related to the Services (and any updates thereto) are licensed and governed by the End User License Agreement. Certain features of the Services may also be subject to additional guidelines, terms, or rules, which will be posted as part of the Services. All additional guidelines, terms, and rules, as well as the Privacy Policy, are incorporated by reference into these Terms, and by accessing and/or using the Services you are accepting and agreeing to be bound by these additional guidelines, terms, and rules, as well as the Privacy Policy. In the event of any conflict or inconsistency between these Terms and the Limited Warranty, the Terms and Conditions of Sale, the End User License Agreement, the Privacy Policy, and/or any rules, restrictions, limitations, terms and/or conditions that may be posted at various points in the Services or otherwise communicated to users of the Services, we shall determine which rules, restrictions, limitations, terms and/or conditions shall control and prevail at our sole discretion, and you specifically waive any right to challenge or dispute such determinations.

(b) The Services: Vanhawks solely provides the Services on an "as is" and "as available" basis to lawful owners of a Valour. Vanhawks reserves the right to improve and change the Services at any time, at Vanhawks’s sole discretion. Vanhawks also reserves the right to suspend or discontinue any parts, or all, of the Services.

(c) Eligibility: You are not authorized to use the Services if you are under 13 years of age, whether or not you attempt to register. If you are under 18 years of age, you may only use the Services with the approval of your parent or guardian.

(d) Customer Service: If you have any questions or concerns regarding your Valour, the Services, or these Terms, please contact info@vanhawks.com.

(e) Term: These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated by us in accordance with the provisions of these Terms.

(f) Termination: If Vanhawks believes, in good faith, that you have used the Services in violation of these Terms, including, without limitation, the Limited Warranty, the Terms and Conditions of Sale, the End User License Agreement, the Privacy Policy, and/or any rules, restrictions, limitations, terms and/or conditions that may be posted at various points in the Services or otherwise communicated to you, Vanhawks may itself or may procure the taking of any action to protect its interests. This may include, inter alia: (i) terminating your right to access or use all or some of the Services or any features thereof; (ii) terminating your Account; (iii) terminating these Terms with respect to you; (iv) denying you warranty, repair, or other services that may be provided for your Valour; (v) implementing automatic or mandatory updates or devices intended to discontinue unauthorized use; or (vi) relying on any other remedial effort/s as reasonably necessary to prevent the unauthorized use of the Services. Upon termination of these Terms, your Account and your right to access or use the Services will automatically terminate. Vanhawks, its affiliates, and its licensors reserve the right to bring legal action in the event of a violation of these Terms. Vanhawks may participate in governmental or private legal action or investigation relating to your access to or use of the Services. The provisions of sections 5, 10, 12, 13, 14 and 15 will survive any termination of these Terms.

(g) Wireless and Wi-Fi Enabled Services: The Services include features that are available via a mobile device, including, inter alia: (i) the ability to upload information to the Services via a mobile device; (ii) the ability to browse the Services from a mobile device; and (iii) the ability to access certain features through Vanhawks Apps downloaded and/or installed on a mobile device (collectively “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier and/or certain Wi-Fi hotspots, and not all Mobile Services may work with all carriers or devices or Wi-Fi hotspots. By using Mobile Services, you agree that we may communicate with you regarding Vanhawks and other entities by SMS, MMS, text message, or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Account to ensure that your messages are not sent to the person who acquires your old number.

2. Account

To use the Services, you must register for an Account and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (i) all required registration information you submit is truthful and accurate; (ii) you will maintain the accuracy of such information; and (iii) your use of the Services does not violate any U.S., Canadian, or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account, whether or not authorized by you. You agree to use “strong” passwords (e.g., passwords that use a combination of upper and lower case letters, numbers, and symbols) in relation to your Account, and to maintain your passwords securely to prevent others from gaining access without your permission. You agree to immediately notify Vanhawks of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Vanhawks is not liable for any loss or damage arising from your failure to comply with the above requirements. You grant us the right to use your registration information and any other information you provide in connection with the operation of the Services.

3. Privacy

Your use of the Services is subject to the Privacy Policy, as amended from time to time by Vanhawks at Vanhawks’s sole discretion and posted at vanhawks.com/terms and available on request.

4. Access to Services

(a) Access and Use: The Services are intended for your personal, non-commercial access and use. Subject to these Terms, Vanhawks grants you a non-transferable, non-exclusive right (without the right to sublicense) to access and use the Services by: (i) using the Services solely in connection with your Valour, which may include installing and using the Vanhawks Apps on your own mobile device or computer solely for the purpose of accessing the Services; and (ii) accessing or using the Vanhawks Sites.

(b) Transfer: When you receive and unbox your Valour, you must create an Account online and connect your Valour to that Account (thus establishing a "Connection"). Once a Connection has been established, you may only terminate this Connection by emailing info@vanhawks.com. Once you have terminated the Connection, you may make a one-time permanent transfer of all of your license rights to the Valour Software to another party in connection with the transfer of ownership of your Valour. If you transfer your Valour to a new owner, your right to use the Services with respect to that Valour shall immediately terminate. The new owner will have no right to use that Valour or the Services under your Account and will have to register for a separate new Account with Vanhawks, which Vanhawks may or may not elect to grant at its sole discretion.

(c) Updates: Vanhawks may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Services (“Updates”). You acknowledge and agree that Updates (including ones implemented to comply with the DMCA) may cause the permanent limitation or discontinuation of functions and/or features of the Services. Updates may be automatically installed without providing any additional notice or receiving any additional consent. You hereby consent to all automatic Updates. If you do not desire such Updates, your sole remedy is to terminate your Account and stop using the Services and your Valour. If you do not terminate a previously-created Account, you will receive Updates automatically. You acknowledge that you may also be required to install Updates to use the Services and your Valour, and you agree to promptly install any Updates we provide. Without limiting anything else in these Terms or otherwise, in the event that you fail to install any Update/s all rights granted to you under these Terms shall terminate immediately. Your continued use of the Services and/or Valour constitutes your agreement thereto as well as to the End User License Agreement with respect to Updates.

(d) Third Party Products and Services: Vanhawks may provide the opportunity for you to interface to third party products and services (“Third Party Products and Services”). Your use of these Third Party Products and Services is subject to their terms of use. You may decide whether and with which Third Party Products and Services you wish to interface. Your explicit consent and authorization is required for this interface. Once your consent is given in connection with Third Party Products and Services, you expressly agree that Vanhawks may share with the third party providers of those Third Party Products and Services (the “Third Party Providers”) any information, including personal information, that it collects about you, including, without limitation, in order to enable the interface you have authorized. Once this information is shared with the third party, its use will be governed by the third party's privacy policy and not by the Privacy Policy. Moreover, you acknowledge and agree that Vanhawks may receive from the Third Party Providers any information about you collected by the Third Party Providers, including personal information. Vanhawks makes no representation or warranty about the safety or efficacy of any Third Party Products and Services. Accordingly, you acknowledge and agree that Vanhawks is not responsible for your use of any Third Party Products and Services or any personal injury, death, property damage, or other harm or loss arising from or relating to your use of any Third Party Products and Services. You should contact the relevant third party with any questions about their Third Party Products and Services.

(e) Restrictions: You agree that any use of the Services other than as specifically authorized herein is strictly prohibited. The rights granted to you in these Terms are also subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, in whole or in part; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, you agree not to copy, reproduce, distribute in print or electronically, republish, download, display publicly, post, or transmit the Services, in whole or in part, in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, a Valour, or any other system, device, or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Vanhawks; (viii) you agree not to remove, obscure, or alter any proprietary rights notices (including copyright, trademark, and patent notices) which may be contained in or displayed in connection with the Services; (ix) you agree not to collect users' content or information, or otherwise access the Services, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission; (x) you agree not to intentionally or unintentionally violate, in connection with the Services, any applicable local, state, national, or international law, or any regulations having the force of law; (xi) you agree not to obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services; (xii) you agree not to impersonate, imitate, or pretend to be any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (xiii) you agree not to solicit personal information from anyone under the age of 18; (xiv) you agree not to use the Services to track the location of, or collect any personal information from, any other person without their express prior written permission as it pertains specifically to you; (xv) you agree not to intercept or "sniff" the communication packets between a Valour and a mobile device; and (xvi) you agree not to use the Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise).

(f) Modification and Suspension: Vanhawks will make commercially-reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. Vanhawks reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Vanhawks does not offer any specific uptime guarantee for the Services and has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific features of the Services.

(g) System Requirements: The Services will not be accessible without: (i) an Account; and (ii) a compatible mobile device. A compatible mobile device means either: (i) an Android mobile device that supports BLE 4.0 and is running Android 4.2 or higher; or (ii) an iPhone that supports BLE 4.0 and is running iOS 7.0 or higher.

5. Content

(a) Content: The Services may allow you to access, view, upload, submit, store, send, receive, and/or make available a variety of content, including but not limited to data, business listings, reviews, directions, communications, materials, information, opinions, photos, profiles, messages, notes, website links, text information, music, videos, designs, graphics, and sounds (collectively “Content”). You represent and warrant that you own or legitimately control all rights in and to any and all Content that you upload, submit, store, send, receive, or make available on or through the Services, including without limitation all trademark rights, copyrights, moral rights, and publicity rights contained therein (collectively “User Generated Content”).

(b) License: Your User Generated Content is not confidential or proprietary. You hereby grant, will grant, and warrant that you have the right to grant Vanhawks a non-exclusive, non-revocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, perpetual right to use, host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, and distribute your User Generated Content. This license continues even if you stop using the Services.

(c) Restrictions: You hereby acknowledge and agree that you will not upload, submit, store, send, share, receive, or otherwise make available on or through the Services: (i) any Content that may expose Vanhawks or its users to any harm or liability of any type; (ii) any Content that, in Vanhawks’s sole discretion, is illegal, offensive, libelous, defamatory, infringing, inflammatory, deceptive, inaccurate, misleading, malicious, fraudulent, false, indecent, harmful, harassing, intimidating, threatening, hateful, abusive, vulgar, obscene, pornographic, violent, sexually explicit, invasive of privacy, publicity, intellectual property, proprietary or contractual rights, offensive in a sexual, racial, cultural, or ethnic context, will harm or threaten the safety of others, or is otherwise objectionable; (iii) any Content that involves the transmission of any photo/s or video/s of another person without that person's consent; (iv) any Content that involves the transmission of surveys, contests, pyramid schemes, chain letters, junk email, spamming, or any duplicative or unsolicited messages (commercial or otherwise); (v) anything that poses or creates a privacy or security risk to any person; or (vi) anything intended to circumvent or modify any security technology or software.

(d) Feedback: You may submit comments, suggestions, or ideas about the Valour, Vanhawks, and the Services, including how to improve the Valour or the Services (“Ideas”). By submitting Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Vanhawks under any fiduciary or other obligation. Vanhawks may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that Vanhawks does not waive any rights to use similar or related ideas previously known to Vanhawks, developed by its employees, or obtained from other sources.

(e) Enforcement: We reserve the right at all times (but will not have an obligation) to modify or delete any Content or User Generated Content. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security, or technical issues; (iv) respond to user support requests; or (v) protect the rights, property, and/or safety of Vanhawks, its users, and the public.

6. Adaptive Route

(a) Intended Use: Adaptive Route is a feature of the Services that creates a proposed route to a desired destination based on: (i) events, such as road conditions, traffic, and hills, that have been tracked by the sensors onboard other Valours; as well as (ii) input from users (“Adaptive Route”). These routes then allow users to navigate to desired destinations.

(b) Content on Adaptive Route: Adaptive Route may allow you to access and view Content. You acknowledge and agree that map data, traffic, directions, and related Content are provided for planning purposes only; We make no representations or warranties regarding the accuracy or completeness of Adaptive Route and/or Adaptive Route Content. You may find that weather conditions, construction projects, closures, or other events may cause road conditions or directions to differ from the map results. You should exercise judgment in your use of this Content in connection with Adaptive Route.

(c) Restrictions: Unless you have received prior written authorization from Vanhawks (or, as applicable, from the provider of particular Adaptive Route Content), you must not: (i) use Adaptive Route in a manner that gives you or any other person access to mass downloads or bulk feeds of any of the Adaptive Route Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data; (ii) delete, obscure, or in any manner alter any warning or link that appears in the Adaptive Route or the Adaptive Route Content; (iii) use Adaptive Route or the Adaptive Route Content with any product, system, or application other than your Valour; or (iv) use Adaptive Route to create a database of places or other local listings information.

7. Vanhawks Cloud

(a) Intended Use: The Vanhawks Cloud is a feature of the Services that may allow you to locate your lost or stolen Valour (the “Vanhawks Cloud”). When another Valour or a Wi-Fi hotspot receives a signal from your lost or stolen Valour, it may transmit the location data of your Valour. Once this location data has been transmitted, you may be able to access that location data via your Account.

(b) Availability: In order for another Valour to transmit the location data of your Valour: (i) the transmitting Valour must be connected to the Vanhawks Cloud; and (ii) the two Valours must be within approximately 20 metres of one another. In order for a Wi-Fi hotspot to transmit the location data of your Valour, your Valour must be within approximately 20 metres of the Wi-Fi hotspot. Please note these distances are intended only as a general guideline and may be affected by walls, barriers, and other obstructions.

(c) Loss of Property: Vanhawks shall bear no responsibility for returning your lost or stolen Valour to you or for any loss of tangible or intangible property. Moreover, We make no representations or warranties regarding the accuracy or completeness of the potential location data of your lost or stolen Valour. Moreover, You are expressly not authorized under any circumstance to use, or attempt to use, the Services to recover a Valour that has been, or is suspected to have been, stolen. In the event that you suspect your Valour has been stolen, we urge you to contact the appropriate law enforcement authorities. Under no circumstance will Vanhawks be held liable for any injury, loss, or damage arising from or in connection with any attempt to recover a Valour.

8. Physical Activity Notice

The Services may include features that promote physical activity. You should consider the risks involved and may wish to consult with a medical professional before engaging in such physical activity. Vanhawks is not responsible or liable for any injuries or damages you may sustain that result from your use of, or inability to use, your Valour or the Services or any feature or part thereof.

9. Alerts And Notifications

As part of your use of the Services, you may receive notifications, text messages, alerts, and/or emails. You agree to the receipt of these communications. You are responsible for any messaging and/or data fees you may be charged by your wireless carrier.

10. Intellectual Property

You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Valour and the Services are owned by Vanhawks and/or its affiliates or licensors. Your possession, access, and use of a Valour and the Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Vanhawks and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms. THE USE OF ANY PART OF THE SERVICES, EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

11. Digital Millennium Copyright Act

(a) Notice: If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our copyright agent (“Copyright Agent”) with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(b) Copyright Agent: Vanhawks’s designated Copyright Agent for notifications of claimed infringement is Ali Zahid (email address: copyright@vanhawks.com). For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Vanhawks’s customer service through info@vanhawks.com. You acknowledge that if you fail to comply with all of the requirements of this Section 11(b), your DMCA notice may be deemed invalid.

(c) Counter-Notice: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (iii) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (iv) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Vanhawks may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member, or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Vanhawks’s sole discretion.

12. Dispute Resolution

(a) Informal Dispute Resolution: We would rather address concerns informally than pursue formal legal cases. Before filing a claim against Vanhawks, you agree to try to resolve any and all disputes informally by contacting info@vanhawks.com. We will endeavour to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Vanhawks may bring a formal proceeding.

(b) Limitation: Should you desire to file any cause of action against Vanhawks, arising out of or related to your Valour or the Services, you must do so within one (1) year of the day you become aware of the cause of action. Failure to file a lawsuit within the aforementioned timeframe will bring about the permanent barring of the cause of action, and will constitute your complete and final waiving of the lawsuit.

(c) No Class Actions: YOU AND VANHAWKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall consolidate any other person’s claims with your claims, and may not otherwise preside over any form of a multi-party or class proceeding.

(d) Governing Law: These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of a Valour and/or the Services shall be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts in or for Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.

(e) Arbitration: You and Vanhawks agree to resolve any claims relating to these Terms and/or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You can decline this agreement to arbitrate by contacting info@vanhawks.com within 30 days of first accepting these Terms and stating that you decline this arbitration agreement. The arbitration shall take place in Toronto, Ontario, Canada. The arbitration shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, you agree that no arbitrator has the authority to: (i) award relief in excess of what these Terms provide; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, TORONTO, ONTARIO, CANADA.

(f) Exceptions to Agreement to Arbitrate: Either you or Vanhawks may assert claims, if they qualify, in small claims court in Toronto, Ontario, Canada. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized access, use, or abuse of Vanhawks’s products or the Services or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

13. Disclaimer of Warranties and Liability Limitations

(a) No Express Warranty in these Terms: In these Terms, Vanhawks does not extend any express warranties, representations, or conditions. Your Valour may or may not be covered by Vanhawks’s one-year limited consumer warranty that is posted at vanhawks.com/terms or available on request. If this is the case, you understand and agree that: (i) the disclaimers in Sections 13(b) through 13(d) shall not limit or reduce your rights under any such separate warranty statements; (ii) any warranty statements shall only cover basic functionality of the Valour and do not cover the Services as such; and (iii) THE WARRANTY PERIOD OR STATUTE OF LIMITATION REGARDING ANY IMPLIED WARRANTIES RELATING TO YOUR VALOUR (I.E., WARRANTIES THAT VANHAWKS DOES NOT EXPRESSLY GRANT IN ANY WARRANTY STATEMENT) SHALL BE LIMITED TO THE WARRANTY PERIOD SET FORTH IN THE APPLICABLE WARRANTY STATEMENT, IF AND TO THE MAXIMUM EXTENT SUCH LIMITATION IS PERMISSIBLE UNDER APPLICABLE LAW.

(b) Disclaimer of Warranties: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY USE OF THE SERVICES AND YOUR VALOUR IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VANHAWKS PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT EXPRESS WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, AND VANHAWKS HEREBY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF COMPLETENESS, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VANHAWKS AND ITS LICENSORS DO NOT WARRANT: (I) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF YOUR VALOUR OR THE SERVICES; (II) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (IV) THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. FURTHER YOU ACKNOWLEDGE THAT VANHAWKS’S CONTINUED PROVISION OF THE SERVICES RELIES UPON THE GENERAL OPERATION OF THE INTERNET, YOUR WIRELESS CARRIER, AND THE WORLD WIDE WEB AND CERTAIN FACTORS NECESSARY FOR THE CONTINUOUS OPERATION OF THE INTERNET, YOUR WIRELESS CARRIER, AND THE WORLD WIDE WEB ARE BEYOND VANHAWKS’S CONTROL.

(c) Disclaimer of Losses and Intrusions: VANHAWKS DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND VANHAWKS DISCLAIMS ANY LIABILITY RELATING THERETO.

(d) Information: YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IN CONNECTION WITH THE SERVICES IS AT YOUR SOLE RISK. VANHAWKS HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

(e) Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL: (I) VANHAWKS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LOST OR INACCURATE DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE VALOUR, EVEN IF VANHAWKS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) VANHAWKS’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE VALOUR, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO VANHAWKS FOR THE SERVICES OR THE VALOUR AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. UNDER NO CIRCUMSTANCES WILL VANHAWKS BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH THE USE OF OR EXPOSURE TO ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

14. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Vanhawks and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any provision/s of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

15. General

(a) Severability: If any provision of these Terms is deemed invalid, unlawful, void, or unenforceable, then that provision is deemed severable from the Terms and the remaining provisions are still valid and enforceable.

(b) Modification and Assignment: Vanhawks’s failure to insist upon or enforce strict performance of any of these Terms shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms. Vanhawks may assign its rights and duties under these Terms without restriction to any party at any time without notice to you. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Vanhawks’s prior written consent. These Terms are binding upon any permitted assignee.

(c) Confidentiality and Intellectual Property Rights: Notwithstanding the foregoing, Vanhawks may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

(d) The Entire Agreement: Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between Vanhawks and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Vanhawks and you regarding the Services.

Documents

Click on a link below to download the corresponding PDF.

Limited Warranty

BY USING YOUR VANHAWKS VALOUR BICYCLE ("VALOUR"), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LIMITED WARRANTY (THE "LIMITED WARRANTY"). IF YOU DO NOT AGREE TO THE TERMS OF THE LIMITED WARRANTY, DO NOT USE YOUR VALOUR.

THE LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY ACCORDING TO STATE, PROVINCE, COUNTRY, AND/OR JURISDICTION. OTHER THAN AS PERMITTED BY LAW, VANHAWKS DOES NOT EXCLUDE, LIMIT, OR SUSPEND THE RIGHTS YOU MAY HAVE. FOR A FULL UNDERSTANDING OF YOUR RIGHTS YOU SHOULD CONSULT THE LAWS OF YOUR STATE, PROVINCE, COUNTRY, AND/OR JURISDICTION.

1. Coverage

Vanhawks, Inc., a Toronto, Ontario, Canada corporation ("Vanhawks", "we", or "us"), solely warrants that your new and unused Valour contained in the original packaging will be free from defects in materials and workmanship for a period of ONE (1) YEAR from the original date of receipt of your Valour ("Warranty Period").

2. Exclusions

(a) Software; Parts and Components: The Limited Warranty does not apply to any software or any non-Vanhawks branded parts or components, even if packaged or sold with your Valour. Manufacturers, suppliers, and publishers, other than Vanhawks, may or may not provide their own warranties to you—please contact them for further information. The Limited Warranty expressly does not cover any software (including, inter alia, firmware) distributed by Vanhawks with or without the Vanhawks brand. Please refer to the End User License Agreement for details of your rights with respect to this software.

(b) Ineligible Failure: The Limited Warranty does not apply: (i) to consumable parts, such as batteries or protective coatings that are designed to diminish over time, unless failure has occurred due to a defect in materials or workmanship; (ii) to cosmetic damage, including but not limited to scratches, paint cracks, and dents; (iii) to damage caused by use with another product; (iv) to damage caused by accident, abuse, misuse, liquid contact, fire, earthquake, theft, misplacement, virus, malware, or other external causes; (v) to damage caused by reckless, willful, or intentional conduct or by operating your Valour outside Vanhawks’s published guidelines (Vanhawks’s published guidelines include but are not limited to information contained in technical specifications, user manuals (online and/or in print), and service communications); (vi) to damage caused by service performed by anyone who is not a representative of Vanhawks, as reasonably determined by us; (vii) to a Valour that has been modified to alter functionality or capability without the written permission of Vanhawks; (viii) to defects caused by normal wear and tear or otherwise due to the normal aging of your Valour, including but limited to tires, tubes, wheel trueness, brake pads, brake cables, gear cables, belts, and belt cogs; (ix) to damage caused by use for a commercial purpose; or (x) if any digital serial number, or other unique identifier, associated with your Valour has been modified or removed (collectively “Ineligible Failure”).

(c) Geographical Restrictions: Vanhawks may restrict warranty service to the country or region to which Vanhawks or our authorized distributors originally shipped the Valour.

3. Service

(a) Obtaining Service: Please contact a Vanhawks representative using the information provided below to initiate a claim under the Limited Warranty (a "Claim"). We must authorize your Claim before you can receive any warranty service under the Limited Warranty. We will only authorize a Claim if we determine, in our sole discretion, that a perceived defect is an actual defect (a Valour, or component or part thereof, that we deem actually defective is a "Defective Product"). Before authorizing a Claim we will do our best to remedy a perceived defect. After we have authorized your Claim, we will: (i) in our sole and absolute discretion decide how your Defective Product will be serviced under the Limited Warranty (the "Service"); and (ii) provide return shipping instructions. We will not, under any circumstance, provide the Service in connection with any Claim that has not been authorized by us and the Service is your sole and exclusive remedy for any breach of the Limited Warranty. While the Warranty Period will expressly not be extended for any reason whatsoever, including, without limitation, a breach thereof, Vanhawks hereby warrants that any part or component that has been repaired or replaced under the Limited Warranty will be free from defects in materials and workmanship for a period of ninety (90) days from the date of receipt of the serviced Valour, component, or part. When a Valour, component, or part has been replaced or refunded, any replacement item becomes your property and the replaced or refunded item becomes Vanhawks's property.

(b) Your Responsibilities: Prior to receiving the Service, Vanhawks or our agents may require that you furnish proof of purchase, respond to questions designed to assist with diagnosing perceived defects, and follow Vanhawks's procedures for obtaining the Service. Before submitting your Valour for warranty service you should make a separate backup copy of all information and data related to your Valour and your use thereof.

(c) Ineligible Failure: Vanhawks will have no obligations with respect to a returned Valour, or component or part thereof, if we determine, to our reasonable satisfaction after examination of the returned Valour, that the problem is due to Ineligible Failure.

(d) Contact: For specific instructions about how to initiate a Claim, please contact Vanhawks's customer service at warranty@vanhawks.com.

(e) Shipping: Vanhawks will pay the cost of return shipping in connection with a Defective Product that is located in North America or Europe. You acknowledge and agree that you must prepay all return shipping charges in connection with a Defective Product that is not located in North America or Europe. You shall assume all risk of loss or damage to your Valour while in return transit.

(f) Non-Defective Product: In the event that you return your Valour, including, without limitation, a Valour located in North America, and Vanhawks decides, at our sole discretion, that it is not defective (“Non-Defective Product”), you will be responsible for all shipping costs, as well as any other charges, costs, taxes, fees, and other amounts, incurred by Vanhawks in connection with the Non-Defective Product. Moreover, you will be solely and entirely responsible for your Non-Defective Product at all times. Without limiting the foregoing, you hereby agree that Vanhawks will not be held liable for any loss, damage, or theft that occurs while your Non-Defective Product is in our possession and/or in transit, including, without limitation, any damage attributable to Vanhawks’s alleged negligence.

(g) After-Warranty Service: Following the Service, your Valour or a replacement Valour may be returned to you as your Valour was configured when originally purchased, subject to applicable updates. Recovery and reinstallation of any software, firmware, programs, data, and/or information are not covered under the Limited Warranty.

4. Dispute Resolution

(a) Informal Dispute Resolution: We would rather address concerns informally than pursue formal legal cases. Before filing a claim against Vanhawks, arising out of or related to your Valour or the Limited Warranty, you agree to try to resolve any and all disputes informally by contacting info@vanhawks.com. We will endeavour to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Vanhawks may bring a formal proceeding.

(b) Limitation: Should you desire to file any cause of action against Vanhawks, arising out of or related to your Valour or the Limited Warranty, you must do so within one (1) year of the day you become aware of the cause of action. Failure to file a lawsuit within the aforementioned timeframe will bring about the permanent barring of the cause of action, and will constitute your complete and final waiving of the lawsuit.

(c) No Class Actions: YOU AND VANHAWKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall: (i) consolidate any other person’s claims with your claims; or (ii) otherwise preside over any form of a multi-party or class proceeding arising out of or relating to the Limited Warranty or a Valour.

(d) Governing Law: The Limited Warranty, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to the Limited Warranty or your use of your Valour shall be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts in or for Toronto, Ontario, Canada for the purpose of litigating all such claims, disputes, actions, causes of action, issues, or requests for relief.

(e) Arbitration: You and Vanhawks agree to resolve any claims relating to the Limited Warranty or your Valour through final and binding arbitration. You can decline this agreement to arbitrate by contacting info@vanhawks.com within 30 days of first accepting the Limited Warranty and stating that you decline this arbitration agreement. The arbitration shall take place in Toronto, Ontario. The arbitration shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, you agree that no arbitrator has the authority to: (i) award relief in excess of what the Limited Warranty provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, TORONTO, ONTARIO, CANADA, OR IN ANY OTHER JURISDICTION CHOSEN BY VANHAWKS, IN ITS SOLE AND ABSOLUTE DISCRETION.

5. Disclaimer of Warranties

TO THE EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS, OR IMPLIED. VANHAWKS DISCLAIMS ALL STATUTORY AND/OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF COMPLETENESS, OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND OF FREEDOM FROM HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. INSOFAR AS SUCH WARRANTIES AND/OR CONDITIONS CANNOT BE DISCLAIMED, VANHAWKS LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES AND/OR CONDITIONS TO THE WARRANTY PERIOD AND, AT VANHAWKS'S OPTION, THE WARRANTY SERVICE DESCRIBED HEREIN. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.

6. Limitation of Liability

Nothing in the Limited Warranty, and in particular within this limitation of liability provision, shall attempt to exclude or limit liability that cannot be excluded under applicable law. Without limiting the foregoing, the following is not intended to limit the application of section 10 of the Quebec Consumer Protection Act, if such section is otherwise applicable. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANHAWKS IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; DAMAGE TO OR LOSS, COMPROMISE, OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED.

SOME STATES, PROVINCES, COUNTRIES, AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7. Privacy

Vanhawks will collect, maintain, use, and disclose customer information in accordance with the Privacy Policy available at vanhawks.com/terms.

8. General

No Vanhawks reseller, agent, or employee is authorized to make any modification, extension, or addition to the Limited Warranty. If any part of the Limited Warranty is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

9. Entire Agreement

Except as otherwise stated herein, the Limited Warranty constitutes the entire and exclusive understanding and agreement between Vanhawks and you with respect to the warranty of the Valour, and supersedes any other agreements or discussions, oral or written.

End User License Agreement

This Vanhawks End User License Agreement (the "EULA") is a legal agreement between you and Vanhawks, Inc., a Toronto, Ontario, Canada corporation ("Vanhawks", "we", or "us"). Please read this agreement carefully. The EULA governs your right to use the mobile apps, the software and firmware embedded in your Vanhawks Valour bicycle ("Valour"), and any and all other software provided to you by Vanhawks (collectively the “Software”), unless software provided to you by Vanhawks is accompanied by a separate license agreement in which case that software shall be governed by that separate license agreement. By using, accessing, copying, and/or installing all or any portion of the Software you accept and agree to be bound by all of the terms and conditions of the EULA. YOU MAY NOT USE, ACCESS, INSTALL, OR COPY THE SOFTWARE IF YOU DO NOT ACCEPT THESE TERMS.

1. License

Subject to your continuous compliance with the EULA, Vanhawks hereby grants you a limited, personal, non-exclusive license to install and use the Software in connection with a Valour that you lawfully own.

2. Transfer

You may not rent, lease, lend, sell, redistribute, or sublicense the Software. You may, however, make a one-time permanent transfer of all of your license rights to the Software to another party in connection with the transfer of ownership of your Valour, provided that: (i) the transfer includes your Valour and all of the Software, including all its component parts, original media, printed materials, and the EULA; (ii) you do not retain any copies of the Software, full or partial, including copies stored on a computer or other storage device; and (iii) the party receiving the Software reads and agrees to accept all of the terms and conditions of the EULA.

3. Limitations

(a) Restrictions: You may only use the Software in accordance with, inter alia: (i) the EULA; (ii) the Terms of Service, the Limited Warranty, the Terms and Conditions of Sale, the Privacy Policy, and any rules, restrictions, limitations, terms, and/or conditions that may be posted or otherwise communicated to you; and (iii) any applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software). Without limiting the foregoing, you agree not to: (i) decompile, reverse engineer, disassemble, or attempt to derive the source code, underlying ideas, or algorithms of the Software; (ii) modify or create derivative works of the Software or any part thereof; (iii) remove, obscure, or alter any proprietary rights notices (including copyright or trademark notices) affixed to or contained within the Software; or (iv) manipulate identifiers or undertake any other action in order to disguise the origin or misrepresent the content of any data transmitted through the Software. You acknowledge and agree that you will only use the Software in a manner that is consistent with its design and/or any related explanatory materials and files. Any attempt to breach these restrictions or the EULA is a violation of the rights of Vanhawks and/or its affiliates or licensors.

(b) Breach: If you breach these restrictions or any other term of the EULA, you may be subject to prosecution and/or damages. Moreover, you acknowledge: (i) that the Software contains valuable trade secrets and proprietary information of Vanhawks; (ii) that any actual or threatened breach of the EULA will constitute immediate, irreparable harm to Vanhawks for which monetary damages alone would be an inadequate remedy; and (iii) that injunctive relief, in addition to monetary damages, is an appropriate remedy for such breach.

(c) Stipulations: You acknowledge and agree to the following stipulations: (i) Vanhawks reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, any parts, or all, of the Software, with or without notice, all without liability to you for any interruption, modification, or discontinuation of any services related to your Valour or the Software or any function or feature thereof; (ii) features of the Software may not be available in all languages or regions, some features may vary by region, and some may be restricted or unavailable from your cellular data service provider, wireless service provider, or other Internet connectivity service provider; and (iii) an Internet and/or cellular data connection is required for some features of the Software.

4. Ownership

You acknowledge and agree that the Software, any authorized copies of the Software made by you, and any and all worldwide copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein are the exclusive property of Vanhawks and/or its affiliates or licensors (whether those rights happen to be registered or not, and wherever in the world those rights may exist). The Software is licensed, not sold, to you, for use only under the terms of the EULA. Vanhawks and/or its affiliates or licensors reserve all rights in and to the Software not expressly granted to you under the EULA. There are no implied licenses in the EULA.

5. Updates

(a) Vanhawks Updates: Vanhawks may provide or make available updates, upgrades, replacements, supplements, add-on components (including bug fixes, service upgrades (in part or whole), products, or devices), and enhancements to the Software (collectively “Updates”). You acknowledge and agree that Updates (including ones implemented to comply with the DMCA) may cause the permanent limitation or discontinuation of functions and/or features of the Services. You hereby agree that you may be required to install Updates in order to ensure continued use of the Software and you agree to promptly install any and all Updates. Without limiting anything in the EULA or otherwise, in the event that you do not install any Update/s, all rights granted to you under the EULA will terminate immediately. You may not access, use, or download an Update unless you have a license for the Software identified by Vanhawks as eligible for that Update. The terms of the EULA will govern all Updates, unless an Update is accompanied by a separate license in which case the terms of that license will govern the Update.

6. Consent to Use of Data

(a) Technical Data: You agree that Vanhawks may collect and use technical data and related information about you, including but not limited to technical information about your Valour, the Software, your mobile device, and your computer that is gathered periodically, to facilitate the provision to you of the Software, Updates, technical support, and/or other services related to the Software.

(b) Location Data: Vanhawks may provide certain services that rely upon your location data, including but not limited to Adaptive Route and the Vanhawks Cloud. In connection with the provision of these services, Vanhawks may transmit, collect, maintain, process, transfer, disclose, and use your location data, including the real-time geographic location of your Valour, road travel speed information, location search queries, and location of where you launch applications. You agree and consent to Vanhawks's transmission, collection, maintenance, processing, transfer, disclosure, and use of your location data and queries. This information will be treated in accordance with Vanhawks's Privacy Policy. When using, in connection with your Valour, third party applications or services that use or provide location data, you are subject to, and we urge you to read about, the terms and privacy policies of those third party applications and services.

7. Term and Termination

(a) Term: The EULA will remain in full force and effect so long as you continue to use or have access to the Software, or until terminated in accordance with the provisions of the EULA.

(b) Termination: Your rights under the EULA will terminate automatically without notice from Vanhawks if you fail to comply with any term/s of the EULA. Moreover, Vanhawks reserves the right to terminate the EULA for any or no reason immediately upon notice to you. Upon termination of the EULA, you shall cease all use of the Software, and destroy all copies, full or partial, of the Software. You may terminate the EULA at any time by both ceasing all use of and access to the Software and destroying all copies of the Software in your possession and/or control. The provisions of sections 4, 9, 10, 11, 12, and 15 will survive any termination of the EULA.

8. Third Party Materials

The Software may display, include, or make available content, data, information, firmware, software applications, updates, services, products, and/or materials from third parties (“Third Party Materials”) or provide links to the same. By using the Software, you acknowledge and agree that Vanhawks is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third Party Materials or websites. Moreover, you acknowledge and agree that Third Party Materials and websites included in or accessed in connection with the Software may be subject to additional terms and conditions. We urge you to read any such terms and conditions and to contact the relevant third party or parties directly with any questions you may have about their Third Party Materials or websites and/or any corresponding terms and conditions. Vanhawks does not warrant or endorse and does not assume and will not have any liability or responsibility to you for any Third Party Materials or websites of any kind whatsoever.

9. Dispute Resolution

(a) Informal Dispute Resolution: We would rather address concerns informally than pursue formal legal cases. Before filing a claim against Vanhawks, you agree to try to resolve any and all disputes informally by contacting info@vanhawks.com. We will endeavour to resolve the dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or Vanhawks may bring a formal proceeding.

(b) Limitation: Should you desire to file any cause of action against Vanhawks, arising out of or related to the EULA or your Valour, you must do so within one (1) year of the day you become aware of the cause of action. Failure to file a lawsuit within the aforementioned timeframe will bring about the permanent barring of the cause of action, and will constitute your complete and final waiving of the lawsuit.

(c) No Class Action: YOU AND VANHAWKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER OR IN ANY REPRESENTATIVE CAPACITY OR PROCEEDING. Further, no arbitrator shall: (i) consolidate any other person’s claims with your claims; or (ii) otherwise preside over any form of a multi-party or class proceeding arising out of or relating to the EULA or a Valour.

(d) Governing Law: The EULA and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to the EULA or a Valour shall be governed by the laws of Ontario, Canada without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the provincial and federal courts in or for Toronto, Ontario, Canada for the purpose of litigating all such claims, disputes, actions, causes of action, issues, or requests for relief, except that Vanhawks may seek injunctive relief in any court having jurisdiction to protect our intellectual property. Vanhawks shall have the sole right to waive this section and to enforce the EULA under your local law and/or jurisdiction.

(e) Arbitration: You and Vanhawks agree to resolve any claims relating to the EULA through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You can decline this agreement to arbitrate by contacting info@vanhawks.com within 30 days of first accepting the EULA and stating that you decline this arbitration agreement. The arbitration shall take place in Toronto, Ontario, Canada. The arbitration shall be conducted in English. The arbitrator's decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, you agree that no arbitrator has the authority to: (i) award relief in excess of what the EULA provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, TORONTO, ONTARIO, CANADA.

(f) Exceptions to Agreement to Arbitrate: Either you or Vanhawks may assert claims, if they qualify, in small claims court in Toronto, Ontario, Canada. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized access, use, or abuse of Vanhawks’s products and/or services and/or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

10. No Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY USE OF OR ACCESS TO THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, AND ACCURACY IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VANHAWKS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VANHAWKS DOES NOT WARRANT: (i) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; (II) THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (III) THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (IV) THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VANHAWKS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

11. Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VANHAWKS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF VANHAWKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Vanhawks’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

12. Severability

If any provision of the EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

13. Questions

If you have questions regarding the EULA, please contact Vanhawks via email at info@vanhawks.com.

14. Changes to EULA

Vanhawks may revise the EULA at any time and recommends that you review it on a regular basis. You can review the most current version of the EULA at vanhawks.com/terms. If we revise the EULA, we will post the revised version of the EULA at the link above. You acknowledge and agree that your continued use of the Software after the EULA has been changed means that you have agreed to the revised EULA.

15. Waiver

Failure or delay by us to enforce any provisions of the EULA will not constitute a waiver of our rights against you and does not affect our right to require future performance thereof.

16. Entire Agreement

The EULA is the entire agreement with respect to the Software and supersedes any other agreements or discussions, oral or written.

Regulatory Documents

Click on a link below to download the corresponding PDF.