1. Acceptance of Terms
These Terms of Use (these "Terms") govern your access to and use of the Roots Corporation Business-to-Business Portal at [b2b.roots.com[HB1] ] (the "Portal"), operated by Roots Corporation ("Roots," "we," "us," or "our"). The Portal is a closed, invitation-only platform available exclusively to pre-approved business customers, wholesale accounts, and other authorized commercial partners of Roots.
By accessing or using the Portal, you confirm that: (a) you are duly authorized to act on behalf of the business entity you represent ("you" or "your organization"); and (b) your organization agrees to be bound by these Terms. If you do not have that authority, or if your organization does not agree to these Terms, you must not access or use the Portal.
We reserve the right to revise these Terms at any time by posting the updated version to the Portal. Modifications take effect immediately upon posting. Your continued use of the Portal after any revision constitutes your acceptance of the updated Terms. We encourage you to review these Terms periodically.
2. Account Registration and Security
Access to the Portal requires a Roots-issued account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
2.1 Your Obligations
When registering and using your account, you must:
· Provide accurate, current, and complete information and promptly update it if it changes;
· Keep your password and other security credentials strictly confidential and not share them with any other person or entity;
· Ensure that all persons who access the Portal through your account are aware of, and comply with, these Terms;
· Not transfer, sublicense, or otherwise provide access to your account to any third party;
· Exercise particular caution when accessing the Portal from a public or shared computer;
· Log out of your account at the end of each session.
2.2 Unauthorized Access
You agree to notify us immediately of any unauthorized use of or access to your account at b2bsales@roots.com. Roots will not be liable for any loss or damage arising from your failure to keep your credentials secure.
2.3 Account Suspension and Termination
We reserve the right to disable or terminate your account, username, password, or other identifier at any time and for any reason, including if we reasonably believe you have breached these Terms, your commercial relationship with Roots has ended, or continued access poses a risk to Roots or other Portal users.
3. Permitted Use
You may use the Portal solely for lawful, internal business purposes directly related to your authorized commercial relationship with Roots, including placing and managing orders, viewing product catalogues and trade pricing, accessing marketing assets made available to you, and managing your account.
3.1 Prohibited Conduct
You agree not to use the Portal or its content in any way that:
· Violates any applicable federal, provincial, local, or international law or regulation;
· Falls outside the scope of your authorized commercial activities with Roots;
· Involves accessing content, data, or areas of the Portal that are not intended for you;
· Involves attempting to breach or circumvent any security or authentication measures;
· Involves the use of any robot, spider, scraper, or other automated means to access, index, copy, or extract data from the Portal, including pricing, product, or catalogue information;
· Involves reverse engineering, decompiling, or attempting to derive source code from the Portal;
· Involves restricting, disrupting, or disabling service to users, hosts, servers, or networks;
· Involves introducing any virus, trojan horse, worm, logic bomb, or other malicious or technologically harmful material;
· Involves attacking the Portal via a denial-of-service attack, flooding, mailbombing, or crashing;
· Involves impersonating any person or entity or misrepresenting your affiliation with any organization;
· Otherwise interferes with the proper working of the Portal.
We reserve the right to take appropriate action in response to prohibited conduct, including suspension or termination of your account, referral to law enforcement, and pursuing other legal remedies.
4. Orders and Commercial Terms
All orders placed through the Portal are subject to your applicable wholesale or commercial agreement with Roots (e.g., purchase orders accepted by Roots). In the event of any conflict between these Terms and your commercial agreement, the terms of your commercial agreement govern with respect to pricing, minimum order quantities, payment terms, delivery, and returns. These Terms do not independently create any right to purchase products or services from Roots.
Roots reserves the right to accept, refuse, cancel, or limit any order at its sole discretion, including where a pricing or product availability error has occurred.
5. Intellectual Property Rights
The Portal and its entire contents — including all text, images, product photographs, logos, trade dress, software, data, and other material — are owned by or licensed to Roots Corporation and are protected by applicable Canadian and international intellectual property laws, including copyright and trademark laws.
These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Portal solely for the authorized business purposes described in Section 3. You must not:
· Reproduce, compile, distribute, modify, create derivative works of, or publicly display any Portal content without Roots' prior written consent;
· Remove or alter any copyright, trademark, or other proprietary notices from any Portal content;
· Use any Portal content for any commercial purpose other than as expressly permitted by Roots.
“Roots,” “Beaver Canoe” and all related names, logos, product and service names, designs, and slogans are trademarks of Roots Corporation. Unauthorized use is strictly prohibited. All rights not expressly granted are reserved by Roots.
6. Confidentiality
The Portal provides access to non-public commercial information, including trade pricing, product details, promotional calendars, and account terms ("Confidential Information"). You agree to:
· Hold all Confidential Information in strict confidence using at least the same degree of care you use to protect your own confidential information, and no less than reasonable care;
· Use Confidential Information only to conduct your authorized business with Roots;
· Not disclose Confidential Information to any third party — including your affiliates — without Roots' prior written consent;
· Limit access to Confidential Information to those employees or representatives who have a genuine need to know it for purposes of conducting business with Roots.
These obligations survive the termination or expiry of your account and these Terms.
7. Accuracy of Information
The content on the Portal is provided for business use and is not intended as professional advice. Although we make reasonable efforts to keep the Portal current, we make no representations, warranties, or guarantees that the content is accurate, complete, or up to date at any given time. Product availability, pricing, and specifications are subject to change without notice. Your use of the Portal is at your own risk.
The Portal may include content provided by third parties. All statements and opinions in any such third-party content are solely the responsibility of the person or entity providing those materials and do not necessarily reflect the opinions of Roots.
8. Third-Party Websites and Services
The Portal may integrate with or link to third-party services, platforms, or websites. Roots does not endorse and is not responsible for any third-party services. Your use of third-party services is at your own risk and is subject to the applicable third party's own terms and policies.
9. Disclaimer of Warranties
THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ROOTS AND ITS PARENT, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE CANNOT GUARANTEE THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR DATA ARISING FROM YOUR USE OF THE PORTAL OR ANY MATERIAL DOWNLOADED FROM IT.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Limitation of Liability
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL ROOTS, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, OR GOODWILL — ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PORTAL, EVEN IF ROOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Roots and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) your use of the Portal in violation of these Terms; (c) any third-party claim arising from your use or misuse of Portal content or Confidential Information; or (d) your violation of any applicable law or regulation.
12. Privacy
Your use of the Portal is also governed by our B2B Portal Privacy Policy[MR2] , which is incorporated into these Terms by reference. By using the Portal, you consent to the collection, use, and disclosure of information as described in our Privacy Policy. If you have questions about our privacy practices, please contact us at privacy@roots.com.
13. Governing Law and Dispute Resolution
These Terms and all matters arising out of or relating to them are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.
Any action or proceeding arising out of or relating to these Terms or the Portal will be instituted exclusively in the courts of the City of Toronto in the Province of Ontario and/or the Federal Court of Canada. Each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue. You and Roots agree to attempt in good faith to resolve any dispute informally before commencing formal proceedings.
14. General Provisions
14.1 Entire Agreement
These Terms, together with your applicable commercial agreement with Roots and the B2B Portal Privacy Policy, constitute the entire agreement between the parties with respect to the Portal and supersede all prior and contemporaneous understandings, agreements, representations, and warranties relating to the same subject matter.
14.2 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
14.3 Waiver
No failure to exercise, or delay in exercising, any right or remedy under these Terms operates as a waiver. No single or partial exercise of any right or remedy precludes any other or further exercise of that right or remedy.
14.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without Roots' prior written consent. Roots may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
14.5 Language
The parties have agreed that these Terms and all related documents be drawn up in English. Les parties conviennent que les présentes conditions et tous les documents connexes soient rédigés en anglais.
15. Contact Us
If you have questions about these Terms or your B2B Portal account, please contact us:
Roots Corporation
Email: b2bsales@roots.com
1400 Castlefield Avenue, Toronto, ON, Canada M6B 4C4