Terms of Use of Website

Terms of Use
Our legal name is Miles Industries Ltd. and we are a British Columbia company in Canada.
These Terms of Use (along with our Privacy Policy) act as the contract between you as dealer (“Dealer”) and us, and when you use this Site, you are agreeing to these Terms of Use (which should be considered part of this document). So, read this thoroughly, and if there is something in these Terms that you don’t agree with, you should not use the Site. For the purposes of these Terms of Use, the term “Site” includes, without limitation “The Valor Store” portal portion of the Site.
Subject to the conditions of these Terms, we grant you a revocable, limited, non-transferable and non-exclusive license to access and use the Site by displaying it on your computer only for the purpose of shopping for items sold on the Site and not for any commercial use or use on behalf of any third party, except as explicitly permitted by us in writing in advance. Any breach of these Terms shall result in the immediate revocation of the license granted in this paragraph without notice to you.
All content of this service and of the Site including, but not limited to, text, graphics, images, video, software, computer code, product designs and production methods and trademarks belong exclusively to Miles Industries and are protected by Canadian, US and international copyright laws. Valor Fireplaces, ValorParts, HeatShift System, AutoFire, Portrait, Retrofire, Fenderfire, Ventana, Windsor Arch, The Original Radiant Gas Fireplace, The Science of Warmth, Perfecting Warmth Since 1890, Heatshift and other logos, slogans, trade names or words are registered trademarks, trademarks or service marks (together, the “Marks”) of Miles Industries Ltd. The use of any of our Marks without our express written consent is strictly prohibited. The use of the Site does not waive our trademark rights. You may not use our Marks in connection with any product or service that is likely to cause confusion. You may not use our Marks in any manner that disparages or discredits Miles Industries Ltd. You may not use our Marks in meta tags without prior written consent.
You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile or otherwise exploit this Site or any portion of it unless expressly permitted by Miles Industries Ltd. in writing. You shall not make commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by Miles Industries Ltd. in advance. We reserve the right to refuse service, terminate accounts, and/or cancel orders, including, without limitation, cases in which we believe that customer conduct violates applicable law or is harmful to our interests.
You shall not upload to, distribute, or otherwise publish through this Site any content, information, or other material that (i) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under Canadian or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.
While we like the way things are working right now, it is inevitable that we will change some things over time as we learn more about you and how we can best serve you. We reserve the right to change or remove any service, content, products or functionality at any time, without any kind of liability. Of course feel free to tell us when you don’t like a change because we like to hear when something we do bothers you. Along the same lines, we also may modify these Terms at any time. If we do, we will post the new version right here, so it is important that you check back on a regular basis to see whether we’ve made any changes, as you will be agreeing the new Terms by using the Web Site after they have been posted. These Terms were last modified on March 8th 2023.

Limitation of Liability
You agree that your use of the site shall be at your sole risk, and that the site and all content included therein, and products purchased thereby, are provided to you “as is.” To the fullest extent or implied, in connection with the site, your use thereof and the products purchased thereby. Miles Industries Ltd. makes no warranties or representations about the accuracy or completeness of the site’s content or any content accessible via the site or products purchased thereby and assumes no liability or responsibility for any errors, mistakes, or inaccuracies of content, personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the site or products purchased thereby, any unauthorized access to or use of Miles Industries Ltd. secure servers and/or any and all information stored therein, any interruption or cessation of transmission to or from the site, and/or any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the site by any third party. In no event shall Miles Industries Ltd. be liable under contract, tort, strict liability, negligence or other legal theory for any lost profits or special, indirect, incidental, punitive or consequential damages of any kind whatsoever, substitute goods or services (however arising) or for any direct damages in excess of (in the aggregate) $100. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

Indemnity
You agree to defend, indemnify and hold harmless Miles Industries Ltd. and its subsidiaries, agents, licensors, managers, board members and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Site, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim for damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Site with your username, password or other appropriate security code.

Dealer Agreement
Any breach or default by you of any of the provisions of the dealer agreement between us (the “Dealer Agreement”) will be deemed a default under this Agreement, and any breach or default by you under this Agreement will likewise be deemed to be a default under the Dealer Agreement.

Security
Miles Industries Ltd. cares about the integrity and security of your personal information. We use industry-standard precautions to safeguard your personal information and we believe that these steps will keep you safe. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

Links to Other Web Sites and Services
We would never intentionally include a link on our Site to any company that we would not want to do business with. That being said, we do not control the companies who may have links from our Site, so we cannot be held responsible for your dealings with any of those companies and you should not consider any link as an endorsement by us of any of those companies.

Prohibited Use
These Terms expressly prohibit certain uses of the Site. You may not under any condition, without prior written consent by Miles Industries Ltd. use or reuse Miles Industries Ltd. product listings, descriptions or prices; mine the Site for data; download, copy, mirror, archive, intercept or redirect content or use or access an unauthorized account or purchase product for resale. The use of bots, spiders other indexing agents or other devices to copy the Site or to hide your identity when accessing the Site is also strictly prohibited. You agree you will impose only the load on the site which is necessary for your use in deciding whether to purchase products from us and in purchasing products from us.

Intellectual Property
We respect the intellectual property of others. If you believe that anything posted on the Web Site by another user (or any content for that matter) violates any of your intellectual property rights, please let us know so that we can resolve the issue as quickly as possible.

Your Responsibility
Because our Site is available to our dealers across North America, we cannot keep pace with all of the legal requirements that may apply to use the Site in every jurisdiction. We therefore put the onus on you to ensure that your use of the Site complies with all rules, laws and regulations that are applicable to you. These Terms are void and use of the site is revoked where use is prohibited.

Typographical Errors
We will be the first to admit that we are not perfect – like everyone, we make mistakes from time to time. If there are typographical errors in product descriptions, prices or similar information, we will correct them as soon as possible after we discover them. If there is an error in the price of an outstanding order, we will either cancel the order or contact you to find out if you still want the product at the corrected price. If you find after you receive an order that something is not as we described it (or as you thought it would be), remember, you can return it at any time.

Returns, Refunds and Title
Subject as otherwise set out herein, you may return any non-custom, non-personalized item purchased from us. The return must, in the opinion of Miles Industries Ltd, be in resalable condition. Returns must be received by Miles Industries Ltd. within 30 days of the purchase date. Returns must be in the original packaging and free of any writing or otherwise defaced packaging. Miles Industries Ltd. does not take title to returned items until the point where that product arrives at our distribution center. At our discretion, we may issue a refund without requiring a return. In this situation, the customer keeps the title to the refunded item.

General Return Instructions
Returns will be credited to the purchase price and applicable taxes, less any restocking and/or packaging fees, to the original credit card or to your Valor Store account. Shipping and handling costs are non-refundable. All returns are subject to inspection and approval prior to the credit being issued. Any returns not-approved will be shipped back to the customers at their expense. Items incorrectly shipped back to Miles Industries Ltd. will be returned to the customer at their expense. Parts with electronic components are not eligible for return.

Defective or In-Warranty Returns
Defective, in-warranty items will be exchanged only. No credit will be issued for defective items. We require the model and serial number of the product the defective part was installed in, as well as the exact nature of the defect in detail.

Damaged Parts
You must inspect all packages when received and before signing for them. If you receive a package that appears damaged or contains products that are damaged, you must first notify the shipper and then notify Miles Industries Inc. within 2 business days of receipt. The incident will be documented and the shipper may decide to return the delivery to Miles Industries Inc. Without the incident documentation, subsequent damage claims may be difficult or impossible to prove later.

Wrong Parts
You must notify Miles Industries Ltd. within 5 business days of receipt of any part that is shipped in error or not received. Miles Industries Ltd. will not honor any such claim reported after 5 business days.

Unauthorized Use, Negligence or Fraud
Miles industries Ltd. shall in no way be liable or responsible for the misconduct, negligence or fraud of your employees, agents or other representatives and you hereby accept full responsibility for any and all such actions of your employees, agents or the representatives including, without limitation, any such actions that result in the requirement for you to pay for any orders of parts that are placed by any such employees, agents or other representatives through the Miles Industries Ltd. website or this Valor Store portal, whether or not such purchases were authorized by you.

Risk of Loss
The risk of loss and title for items purchased by you pass to you upon our delivery of the items to the carrier.

Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Miles Industries Ltd. without restriction.

Governing Law
Miles Industries Ltd. and our Site are based in Vancouver, British Columbia, Canada. Even though you may be accessing the Website from somewhere else, these Terms are governed by the laws of BC and in the unlikely event we have any kind of dispute it can be heard only in the courts located in BC. Also, the fact that the Website may be available to users outside of BC should not be interpreted as giving any other Province or country jurisdiction over us.

Arbitration
Any dispute arising from or relating to the subject matter of the Terms shall be finally settled by arbitration in the Province of BC, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of arbitrators. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any arbitration under this Agreement will take place on an individual basis. To the fullest extent permitted by applicable law, no claim under these terms of use shall be joined to any other claim, including any claim involving any other current or former user of the web site, and no class action proceedings shall be permitted. In no event shall any claim, action or proceeding by you be instituted more than three (3) years after the cause of action arose. By using the site, you understand and agree that by entering into this agreement, you are waiving the right to trial by jury or to participate in a class action.

Severability
These Terms, together with any amendments and any additional agreements you may enter into with our site shall constitute the entire agreement between you and Miles Industries Ltd. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

No Waiver
No waiver of any portion of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Miles Industries Ltd. failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

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