Terms and Conditions

Last Updated: 28 June, 2013

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY

New Balance Athletics, Inc., of 20 Guest Street, Boston, Massachusetts, New Balance Canada, Inc., 5-2905 Argentia Rd., Mississauga, ON L5N 8G6 and its affiliates (herein referred to as "New Balance", "we," "us" or "our") provide and make available this website. By using the website located at "www.newbalance.ca" and the pages, features, information, content, applications and services contained therein from time to time (collectively, the "Service"), you agree to these terms and conditions ("Terms and Conditions" or this "Agreement"), whether you are a "Visitor" (which means that you simply browse the Service) or you are a "Member" (which means that you have registered or transacted with the Service or a component thereof). The term "User" refers to a Visitor or a Member. If you do not agree to these Terms and Conditions, you should not use the Service. New Balance reserves the right to make changes to the Service and these Terms and Conditions at any time. The changes will take effect upon their posting on the Service (unless otherwise noted in such changes). Please review these Terms and Conditions as often as you feel necessary, since your continued viewing of and/or use of the Service will serve as your confirmation that you agree with and accept any and all changes. If you are a Member and you do not agree with such changes, your sole remedy is to cancel your registration to the Service and discontinue all use of the Service. To understand our privacy practices, please review our Privacy Policy, which also governs your use of the Service.

1. PRODUCT PURCHASE

From time to time, New Balance may offer products for sale as part of the Service. New Balance reserves the right to change the descriptions, specifications, and prices of the products offered on the Service without notice and at any time. New Balance neither represents nor warrants that such descriptions, specifications and prices of such products are accurate, complete or current at all times. Such products may not be available for delivery to your jurisdiction of residence. Our delivery to you of an email confirmation following your placement of an order does not constitute our acceptance of such order, and we reserve the right to reject such order or limit the quantity of products under such order.

2. TRADE-MARKS AND COPYRIGHTS

New Balance, the New Balance logo, the flying NB logo, N (design) and other New Balance trade-marks and logos are registered and unregistered trade-marks and service marks of New Balance (the “New Balance Trade-marks”), and the trade dress of New Balance’s products is owned by New Balance. All other trade-marks on the Service are the property of the respective trade-mark owners (the “Third-Party Trade-marks”, and collectively with the New Balance Trade-marks, the “Trade-marks”). Unauthorized use of these trade-marks is prohibited by law. Nothing on this Service or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade-mark displayed on this Service without the prior written consent of New Balance specific for each such use. The Trade-marks may not be used to disparage New Balance or the applicable third party, New Balance’s or third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trade-marks. Use of any Trade-marks as part of a link to or from any website is prohibited without New Balance’s prior written consent. All goodwill generated from the use of any New Balance Trade-mark shall inure to New Balance. All designs, Web pages and source code comprising the Service are copyrighted or licensed by New Balance. All rights reserved.

The following list is merely a representative sample of the Third Party Trade-marks that may be in use at any given time on our Service. The use and specifics of these Third Party Trade-marks can and will change without notice, and thus these Third Party Trade-marks may not be currently in use on our Service: 3M® is a registered trade-mark of the 3M Company; Dri-Lex® is a registered trade-mark of Faytex Corporation; ETC® is a registered trade-mark of Sheehan Sales Associates; GORE-TEX® and XCR® are registered trade-marks of W.L. Gore & Associates, Inc.; Lycra® and Tactel® are registered trade-marks of Invista; Ortholite® is a registered trade-mark of O2 Partners LLC; Pebax® is a registered trade-mark of ARKEMA; Plastazote® is a registered trade-mark of Zotefoams, PLC; Poliyou® is a registered trade-mark of Kun Chang Enterprise Co., Ltd and Jones & Vining; Polartec® is a registered trade-mark of Malden Mills Industries Inc.; Scotchgard™ is a trade-mark of 3M Company; Vibram® is a registered trade-mark of Vibram S.P.A.; and X-Sole™ is a trade-mark of Hickory Brands, Inc.

3. RESTRICTIONS ON USE

All content and material on the Service, such as text, graphics, video, audiovisual works, logos, photographs, icons, images, audio clips and software, are the property of New Balance or its licensors and are protected by United States and international copyright laws. The compilation of all content and material on the Service is the exclusive property of New Balance and protected by U.S. and international copyright laws. Notwithstanding the foregoing, New Balance is not responsible for Content (as defined below) posted, submitted or transmitted by Users of the Service. Content and material from the Service and any other website owned, operated, licensed, or controlled by New Balance may not be copied, except by a User solely for his or her personal use, and such content and material may not be distributed, republished, uploaded, posted, or transmitted in any way, without the prior written consent of New Balance. Modification or use of the content or material for any other purpose would violate New Balance's and/or its licensors' intellectual property rights. The content and material on the Service is provided for lawful purposes only. In the event you download software from the Service, the software, including any files, images, video or other audiovisual works incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed non-exclusively to you by New Balance and/or its licensors. New Balance does not transfer title in or to the Software to you. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. The Software is further subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of United States export laws. Downloading or using the Software is at your sole risk.

Any other intellectual property embodied in the Service or New Balance products, including without limitation patents, issued or pending, are the sole property of New Balance and/or its licensors.

Your access to and use of certain components of the Service as a Member is subject to verification of your authority to so access and use such components of the Service. You shall hold and secure any username and password that provides you access to the Service or any particular component thereof as strictly confidential, and you shall not allow any other person access to or use of such username and password. You are responsible for any and all activity related to the Service accessed or used via your account. You shall immediately notify New Balance of any unauthorized use of your username and password by sending an email to customercare.ca@newbalance.com.

New Balance may add, delete, remove, modify, disable, suspend or restrict some or all of the Service at its sole discretion without notice to you, and you acknowledge that: (i) you may no longer be able to use the Service to the same extent, or at all, as prior to such events, and (ii) New Balance shall have no liability to you or any third party in such case. New Balance shall not be liable in any event for the addition, deletion, removal, modification, disabling, suspension or restriction of access to or use of any or all of the Service.

Use of and Membership in the Service is void where prohibited. By using the Service as a Member, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you have reached the age of majority in the jurisdiction in which you reside; and (d) your use of the Service does not violate any applicable law or regulation. Your Membership may be terminated without warning, if we believe any of the foregoing representations or warranties is false.

You are solely responsible for your interactions with other Members. New Balance reserves the right, but has no obligation, to monitor disputes between you and other Members.

4. POLICY CONCERNING CLAIMS OF INFRINGEMENT

It is the policy of New Balance to respond expeditiously upon receiving notice of claimed intellectual property infringement on the Service. New Balance will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws with respect to any alleged or actual infringement.

All notices as to matters of copyright infringement should be sent to our designated agent at the following address:

New Balance Athletics, Inc.
Trademark Complaints
Brighton Landing
20 Guest Street
Boston, MA 02135-2088

Notices as to matters of copyright infringement should contain the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the copyright owner who is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit New Balance to locate the material.
  4. The address, telephone number or email address of the complaining party.
  5. A statement that the complaining party has 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.
  6. A statement, under penalty of perjury, that the information in the notification is accurate, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

New Balance reserves the right to (i) remove any material which it believes may violate the copyright or other rights of any third party and/or (ii) limit access to or from the Service for any user whom New Balance believes is violating any such rights of others.

5. SUBMISSIONS AND COMMUNICATIONS

You agree that you will not upload or transmit any remarks, suggestions, messages (including without limitation to other Members) ideas, photographs, graphics, information, data, text, files, links, software, or other materials ("Content") that: (i) infringe any patent, trade-mark, trade secret, copyright, moral rights or other proprietary rights of any party, (ii) are patently offensive or promote racism, bigotry, hatred or physical harm of any kind against any group or individual, (iii) harass or advocate harassment of another person, (iv) exploit people in a sexual or violent manner, (v) contain nudity, violence, or offensive subject matter or contain a link to an adult website, (vi) solicit personal information, (vii) provide any telephone numbers, street addresses, last names, URLs or email addresses, (viii) promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, (ix) promote any illegal or unauthorized copy of another person's copyrighted work, (x) involve the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, "spimming," or "spamming", (xi) contain restricted or password only access pages or hidden pages or images, (xii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities, (xiii) solicit passwords or personally identifiable information for commercial or unlawful purposes from other Users, (xiv) involve commercial activities and/or sales without New Balance’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes, (xv) imply that New Balance endorses any of your statements or positions, (xvi) impose an unreasonable burden on the Service’s server, (xvii) include a photograph of another person that you have posted without that person's consent, or (xviii) impersonate any person or entity or misrepresent your affiliation with any person or entity whether actual or fictitious.

By submitting Content to New Balance through the Service, you automatically represent and warrant that you have the right to grant, and do hereby grant, to New Balance the worldwide, paid-up, royalty-free, perpetual, irrevocable, sublicensable, assignable, non-exclusive right and license to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any such Content (in whole or part) worldwide and/or to incorporate all or any portion of it in other works in any form, media, or technology now known or later developed for the full term of any patent, trade-mark, trade secret, copyright, moral rights or other proprietary rights of any party that may exist in such Content; and (b) use the Content, including without limitation, the right and license to make, use, sell, offer for sale, and import any products and/or services which practice or embody, or are configured for use in practicing, all or any portion of the Content and the right to practice. Under no circumstances will New Balance be required to treat any Content as confidential (subject to the Service's Privacy Policy). You hereby irrevocably waive any and all moral rights or similar rights you may have, now or in future, in and to the Content as an author. New Balance will be entitled to use the Content for any purpose whatsoever (consistent with the Service's Privacy Policy) without compensation to you or any other person. For the avoidance of doubt, New Balance will not be liable to you or any other person for any ideas for New Balance's business (including, without limitation, product designs or ideas) derived from the Content and will not incur any liability as a result of any similarities to the Content that may appear in any future products or services of New Balance.

You acknowledge that you are responsible for whatever Content you submit, and you, not New Balance, shall have full responsibility for the Content, including its legality, reliability, appropriateness, originality, and non-interference with third-party rights.

New Balance shall have the right to refuse to post or transmit all or any portion of any Content. By way of example and not in limitation of anything else in this Agreement, New Balance shall also have the right, but not the responsibility, to refuse, remove or edit any Content (in whole or in part).

6. LINKS

The Service may link to other websites which are not maintained by New Balance and which are owned and operated by third parties. You acknowledge that New Balance is not responsible for the operation of, or content located on or through, any third-party websites. The inclusion of a link to such website does not imply endorsement by New Balance and/or the Service. Viewing of any website linked to the Service is at your own risk.

You may not link to any of the websites in the Service other than www.newbalance.ca from another site without New Balance’s written consent. You may not display any of the websites in the Service, or any of the material on such websites, in frames on or within any other website without New Balance’s written consent.

7. INDEMNIFICATION

You hereby agree to indemnify, defend and hold harmless New Balance and its subsidiaries, divisions and affiliates and each of their officers, directors, representatives, agents and employees (collectively, the "Indemnitees”" from and against any and all liability, damages and costs (including, without limitation, legal fees) incurred by the Indemnitees in connection with your use of the Service, including without limitation with respect to any claim arising out of any Content that you submit or breach or alleged breach of any of your obligations set forth herein. New Balance reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of New Balance. You shall cooperate as fully as reasonably required in the defense of any claim.

8. DISCLAIMER

NEW BALANCE, ITS SUBSIDIARIES, DIVISIONS AND AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “NEW BALANCE PARTIES”) DO NOT WARRANT THAT ANY INFORMATION, CONTENT OR MATERIAL ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THE CONTENT OR MATERIAL ON THE SERVICE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE NEW BALANCE PARTIES MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS UNDER SALE OF GOODS LEGISLATION OR ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE NEW BALANCE PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE NEW BALANCE PARTIES DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICE, WHETHER IN TERMS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY REPRESENTATION, WARRANTY OR CONDITION NOT EXPRESSLY MADE HEREIN.

THE NEW BALANCE PARTIES DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH CONTENT. YOU (AND NOT THE NEW BALANCE PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

YOU UNDERSTAND AND AGREE THAT THE DISCLAIMERS SET FORTH HEREIN APPLY TO ALL CAUSES OF ACTION NOW KNOWN OR WHICH MAY ARISE IN THE FUTURE.

9. LIMITATION OF LIABILITY

THE NEW BALANCE PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY THE SERVICE OR ANY CONTENT ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE OR COMPUTER VIRUS. THE NEW BALANCE PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT OR MATERIALS ON THE SERVICE EVEN IF THERE IS NEGLIGENCE BY THE NEW BALANCE PARTIES OR IF AN AUTHORIZED REPRESENTATIVE OF THE NEW BALANCE PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BOTH TO THE FULLEST EXTENT PERMITTED BY LAW. THE NEW BALANCE PARTIES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT MAY RESULT FROM LINKING TO ANY THIRD-PARTY WEBSITE.

10. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

11. TERMINATION

New Balance may terminate any rights granted hereunder at any time. You may terminate any obligations granted hereunder by destroying: (a) all content and material obtained from the Service, and (b) all related documentation and all copies, printouts, and installations. New Balance may prevent your access to the Service or cancel your Membership immediately without notice if, in its sole judgment, you breach any provision of these Terms and Conditions or for any other reason (or no reason) whatsoever.

Sections 1 (PRODUCT PURCHASE), 2 (TRADE-MARKS AND COPYRIGHTS), 3 (RESTRICTIONS ON USE), 4 (POLICY CONCERNING CLAIMS OF INFRINGEMENT), 5 (SUBMISSIONS AND COMMUNICATIONS), 6 (LINKS), 7 (INDEMNIFICATION), 8 (DISCLAIMER), 9 (LIMITATION OF LIABILITY), 11 (TERMINATION) and 15 (MISCELLANEOUS) shall survive the termination of this Agreement.

12. IMPORTANT NOTICE FOR AMATEUR ATHLETES

You are responsible for ensuring that your use of or participation in the activities of this website does not affect your eligibility as an amateur athlete. Please check with your amateur athletic association for the rules that apply to you. NEW BALANCE IS NOT RESPONSIBLE OR LIABLE FOR YOUR USE OF THE WEBSITE RESULTING IN YOUR INELIGIBILITY AS AN AMATEUR ATHLETE.

13. NO RESALE

You may use the Service only for your own non-commercial use to participate in the website or to place an order or purchase products. Any other use is prohibited unless agreed to by New Balance in writing.

14. COMPLIANCE WITH APPLICABLE LAWS

This Service is based in Boston, Massachusetts. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Service or the Content from outside the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdictions.

The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.

15. MISCELLANEOUS

This Agreement constitutes the entire agreement between you and us, and supersedes all prior agreements or communications. If any provision of this Agreement is found to be invalid by any court, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement. No waiver shall be effective against us unless we make it in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Headings are for convenience only and have no legal import. This Agreement will be governed by the laws of the Commonwealth of Massachusetts applicable to contracts entered into and performed exclusively in Massachusetts. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any court of competent jurisdiction sitting within Suffolk County, Massachusetts will have non-exclusive jurisdiction and venue for any dispute arising out of or relating to the Service or this Agreement, and you hereby waive any argument that any such court does not have jurisdiction over you or such dispute or that venue is not appropriate or convenient. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce Contrat et tous les documents qui s'y rapportent soient rédigés en anglais.