TERMS AND CONDITIONS

Heading 1

TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1.  This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.

These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

Our websites (metamaterial.com, and meta.air.com the “Sites”) are solely platforms for promoting products and services provided by Metamaterial Technologies Inc. (referred to as “MTI”, “us”, “we”, “our”, or the “Company” as the context may require).

ALL ORDERS must be place directly with Metamaterial Technologies Inc. (“MTI”):

By email at customercare@metamaterial.com; or

By calling 1-902-452-7776 between 9 a.m. and 5 p.m. (Atlantic Time)

By placing an order, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.

You may not place an order or obtain products or services if you: (i) do not agree to these terms and conditions, (ii) are not the older of (a) at least 19  years of age or (b) legal age to form a binding contract with Metamaterial Technologies Inc., or (iii) are prohibited from accessing or using the Site or any of its contents, products or services by applicable law.

These terms and conditions (these “Terms”) apply to the purchase and sale of any and all products and services from MTI. These Terms are subject to change by MTI without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referred to on the Site. You should review these Terms before purchasing any product or services from us. Your continued use of the Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of the Sites. You should also carefully review our Website Privacy Policy before placing an order for products or services (see Section 10).

2.  Order Acceptance and Cancellation: You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

3.  Prices and Payment Terms:

(a)  All prices are subject to change without notice. The price charged for a product or service will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. Prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total price and will be itemized in your order confirmation email. We strive to communicate accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies or omissions at any time and to cancel any orders arising from such occurrences.

(b)      Terms of payment are within our sole discretion. Invoices are due and payable upon receipt. We may charge late payment interest of up to 1% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full.

4.  Shipments; Delivery; Title and Risk of Loss:

(a)  We will arrange for shipment of the products to you – choice of carrier will be at our absolute discretion. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges, unless otherwise specified in the order confirmation.

(b)  Title and risk of loss pass to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5.  Returns and Refunds:  ALL SALES ARE FINAL. We will only accept return of defective product under our Warranty.

6. LIMITED WARRANTY

(a) Metamaterial Technologies Inc. (“MTI” or the “Company”) warrants to you, for a period of two years after the date of original sale (the “Warranty Period”), that its Laser Glare Protection Eyewear (the “Product”) will be free from material defects in material and workmanship and will materially conform to our published specifications in effect as of the date of purchase.

This warranty does not cover damage due to, caused by, or resulting from:

  • accident or acts of nature;

  • neglect, abuse, misuse, or mishandling;

  • improper storage or improper maintenance;

  • use of solvents, adhesives or other caustic chemicals;

  • normal wear and tear, including scratched lenses;

  • altercation, modifications, changes, or repairs, except authorized repairs covered by this warranty and performed by MTI;

  • anything other than defects in materials or workmanship.

 

(b) )  EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6(a), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING [(i)] ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE;] [OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;] WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(c)  Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with the products. Third-Party Products are not covered by the warranty in Section 6(a). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE,\  OR OTHERWISE.

(d)  We shall not be liable for a breach of the warranties set forth in Section 6(a) unless:

(i) you give written notice of the defective products or services, as the case may be, reasonably described, to us within 7 days of the time when you discover or ought to have discovered the defect;

(ii) if applicable, we are given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 6(a) to examine such products, and you (if we so request) return such products to our place of business at your cost for the examination to take place there; and

(iii) we reasonably verify your claim that the products or services are defective.

(e)  We shall not be liable for a breach of the warranty set forth in Section 6(a) if:

(i) you make any further use of such products after you give such notice;

(ii) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the products; or

(iii) you alter or repair such products without our prior written consent.

 (f)  Subject to Section 6(d) and Section 6(e), with respect to any such products during the Warranty Period, we shall, in our sole discretion, repair or replace the defective Product or part with the same or a comparable item at no charge to you, provided the terms and conditions of this warranty are met. The company will make all reasonable efforts to repair or replace the Product within 90 days from the date the defective Product or part is received by MTI.  The company will make reasonable efforts to match the colour and style of the original Product but cannot guarantee that it will be able to replace the Product in the exact same colour and style.  Replacement parts or Product will either be new or refurbished. MTI reserves the right to substitute Product or parts of comparable or superior quality. All replaced parts or Products become MTI property.

Any repairs or replacements are warranted only for the remainder of the original Warranty Period.

 (g)  THE REMEDIES SET FORTH IN SECTION 6(f) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 6(a).

To obtain warranty service:

Step 1: Contact Metamaterial Technologies Inc.:

By email at customercare@metamaterial.com; or

By calling 1-902-452-7776 between 9 a.m. and 5 p.m. (Atlantic Time)

You must contact us at the email address or phone number provided above to file a warranty claim. When you email or phone to file a warranty claim, you will need to provide the following information:

  1. Your name, return shipping address, phone number and email address;

  2. The name of the Product and a description of the problem;

  3. The serial number, Product receipt or invoice.

 

You must contact MTI during the Warranty Period in order for your warranty claim to be valid.

Step 2: Send the Product for warranty claim

If Customer Care directs you to return the Product to us, you will be provided with a Return Merchandise Authorization (“RMA”) number. Do not return product to MTI in any other manner.

Unless Customer Care informs you otherwise in writing, MTI-authorized distributors or other companies are not permitted to perform warranty service on the Product.

You are responsible for all shipping and handling charges on returned items, unless otherwise specified. You bear the risk of loss during shipment. We, therefore, strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery, for your protection.

Limitations/Disclaimers

  • Until the company has a chance to examine the Product, it cannot guarantee that any damage to the Product is covered by this warranty. If the company has any questions about the manner in which the Product was handled or stored, you must provide us with that information; otherwise, your warranty claim may not be accepted. If MTI cannot perform warranty service on a Product because it is not covered by this warranty, MTI will return the Product to you on request, provided that you pay return shipping.

  • This warranty is not transferable to a subsequent end-user or purchaser.

  • Some jurisdictions do not allow the exclusion or limitation of certain warranties or remedies, so the following limitations or exclusions may not apply to you. 

  • This warranty is your sole and exclusive remedy against the company, subject to applicable law.  Except for this warranty, the company makes no other warranties, express, legal or implied, regarding the performance of the Product.  All implied warranties, including any warranty of merchantability, quality, durability or fitness for a particular purpose, are excluded.  Except to the extent lawfully permitted, this warranty does not exclude, restrict or modify statutory rights that apply to the Product; but, rather, is in addition to these rights.  Neither MTI, nor its officers, directors, employees, representatives or agents will have any liability for indirect, incidental, collateral, exemplary, punitive, special or consequential loss or damage including, but not limited to, liability for injury, loss of life, property damage, loss of use, loss of time, inconvenience or commercial loss, even if it has been advised of the possibility of such losses or damages, subject to applicable laws. Any and all such liability is expressly excluded.

 

7.  Limitation of Liability:

(a)  IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)  IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.

(c)  The limitation of liability set forth in Section 7(b) shall not apply to:

(i) liability resulting from the Company’s gross negligence or willful misconduct; and/or

(ii) death or bodily injury resulting from Company’s acts or omissions.

8.  Goods Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own use only, and not for resale or export.

 

9. Intellectual Property Use and Ownership:. You acknowledge and agree that:

 (a)  You will comply with all these Terms and Conditions for any product or service you obtain from MTI. You will not, nor will you induce others to resell, copy, reverse engineer, or modify the same, unless specifically authorized by MTI, in writing,

 (b)  Metamaterial Technologies Inc. is and will remain the sole and exclusive owner of all intellectual property rights in and to said products and services and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the aid products or services, or of any intellectual property rights relating to those products or services.

 

10.  Privacy: We respect your privacy and are committed to protecting it. Please visit our website learn more, http://www.metamaterial.com/privacy-policy/

11.  Force Majeure: We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

12.  Governing Law and Jurisdiction: All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the province of Nova Scotia and the federal laws of Canada applicable therein [without giving effect to any choice or conflict of law provision or rule (whether of the province of Nova Scotia or any other jurisdiction).

13.  Waiver of Recourse to the Courts and Binding Arbitration:

(a)  You and Metamaterial Technologies Inc. are agreeing to give up any rights to litigate claims in a court. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.

Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of products or services through this Site, will be resolved exclusively and finally by binding arbitration.

(b)  The arbitration will be administered by either the Supreme Court of Nova Scotia under the Arbitration Act. R.S., c. 19, s. 1. OR: ADR Institute of Canada (Atlantic) under its ADRIC Arbitration Rules.

 The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

 If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

 

14.  Assignment: You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 14 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

 

15.  No Waivers: The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Metamaterial Technologies Inc.

 

16.  No Third-Party Beneficiaries: These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

 

17.  Notices:

(a)  To You: We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) contacting you directly. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current with MTI.

(b)  To Us: To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to Metamaterial Technologies Inc., Suite 215, 1 Research Drive, Dartmouth, Nova Scotia B2Y 4M9. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

18.  Severability If any provision of these Terms is invalid, illegal, void or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

19.  Entire Agreement: Our order confirmation, these Terms our Terms and Conditions of Use, Warranty and our Website Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.