Terms and Conditions

PLEASE READ THE FOLLOWING RESELLER TERMS AND CONDITIONS OF SALE CAREFULLY (and all agreements incorporated herein by reference), as it is a legal agreement between you, the reseller of Hextopia ("Product" or "Products") and Footprint Adventures Inc. Adventures Inc. ("Footprint Adventures Inc.").

By checking the “I have read and agree to the Terms and Conditions” box and clicking on the “Register” button to complete the Reseller registration, you hereby represent and agree that you have read and agree to these Reseller terms and conditions of sale (“Standard Terms”) and you have full power and authority to execute this Agreement and bind Reseller (as hereinafter defined); The Agreement is between Footprint Adventures Inc. Adventures Inc, having its place of business at 907 Cloverdale Ave Victoria, BC V8X2T2 Canada and the Reseller specified in the Order (“Reseller”, “you”) and is effective as of the date Reseller or the Reseller’s successfully submits the Order online to Footprint Adventures Inc. (“Effective Date”) at www.hextopia.com (the “Site”). No variation of these Terms shall be binding unless agreed in writing between Footprint Adventures Inc. and Reseller. Footprint Adventures Inc. is a manufacturer of the Hextopia Board Game. Reseller is an individual or company and wishes to market and sell Hextopia Board Games on which: (a) Footprint Adventures Inc. authorizes Reseller to resell Hextopia Board Game; and (b) Footprint Adventures Inc. will sell such products to Reseller in order to allow Reseller to re-sell and distribute such products to customers as expressly authorized in this Agreement. In consideration of the mutual covenants herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Authorization: Subject to and in accordance with the terms and conditions of this Agreement, Footprint Adventures Inc. hereby authorizes Reseller and Reseller hereby accepts such authorization to market and resell in the Designated Channel that is in the Territory only those Footprint Adventures Inc. Products purchased pursuant to the Order. “Designated Channel” means end user customers who are buying for their own use and not for resale. “Territory” means: (a) in the case of a Reseller located in Canada, Canada; (b) in the case of a Reseller located in the United States, the United States; and (c) for all Resellers, regardless of their own location, worldwide excluding the United States, and Canada. Reseller’s authorization is non-transferable and non-exclusive. Reseller acknowledges that Footprint Adventures Inc. reserves the unrestricted right to directly sell, market and distribute, or to grant to others the right to sell, market and distribute the Products in the Territory and the Designated Channel. Reseller further acknowledges that Footprint Adventures Inc. also reserves the unrestricted right to grant exclusivity to a particular country or countries outside of the United States or Canada.
2. Pricing: Product pricing is reflected in the Order. All dollar amounts on the Order and on the Site are in Canadian Dollars. Prices for future orders are subject to change without notice, at Footprint Adventures Inc.’s sole discretion. Prices are F.O.B. Footprint Adventures Inc.’s office unless otherwise specified in a particular Order.
3. Purchase Orders: Footprint Adventures Inc. reserves the right to decline to accept any Order entirely at its’ discretion and for any reason. An Order shall only be accepted by Footprint Adventures Inc. when Footprint Adventures Inc. does so in writing or when Footprint Adventures Inc. delivers Products to Reseller or Client, whichever occurs first. Footprint Adventures Inc. agrees that it shall use commercially reasonable efforts to promptly notify Reseller of its intention to reject any Orders. Once the Order has been accepted, Footprint Adventures Inc. may make partial shipments if some items are on backorder.
4. Minimum Orders: Reseller Order may be subject to any minimum order requirements specified by Footprint Adventures Inc. from time to time and such minimum order requirements may be adjusted by Footprint Adventures Inc. at any time in its discretion with or without notice to Reseller.
5. Reseller’s Customer Prices: Reseller shall no vary it’s price to the Client by more than 25% of Footprint Adventures Inc.’s Manufactured Suggested Retail Price (MSRP) without explicit written authorization from Footprint Adventures Inc.
6. Terms of Payment: Unless otherwise agreed in writing by Footprint Adventures Inc., payment shall be due and payable in full via credit card prior to shipment of Product. Footprint Adventures Inc. may, upon Reseller’s online Order confirmation, pre-authorize the charges specified on the Order to the credit card specified on the Order and will process the charges to such credit card prior to shipment. Time for payment by Reseller shall be of the essence. In certain circumstances, Footprint Adventures Inc. may elect to invoice Reseller and any such invoice shall be due and payable within 30 days of receipt thereof, after which time Footprint Adventures Inc. shall be entitled to interest at a rate of 24 percent (24%) per annum on any overdue amounts outstanding. In the event that Reseller presents an NSF cheque to Footprint Adventures Inc., Footprint Adventures Inc. shall be entitled to an additional charge of $35.00. Reseller shall indemnify Footprint Adventures Inc. for all of Footprint Adventures Inc.’s reasonable costs and expenses (including without limitation, reasonable legal fees) associated with the collection of any unpaid amounts due and payable hereunder. Reseller will not have the right to claim compensation or to set-off against any amounts which become payable to Footprint Adventures Inc. herein or otherwise.
7. Risk: Reseller hereby assumes all risk regarding the Products, including without limitation, risk of loss, theft, damage or destruction (and whether or not insured against) upon delivery of the Products by Footprint Adventures Inc. to a carrier.
8. Manner of Transportation and Delivery Date: Footprint Adventures Inc. will ship Products according to the shipping instructions Reseller or Client selected on the Order; if shipping instructions are not specified by Reseller, Footprint Adventures Inc. may ship in any manner convenient to Footprint Adventures Inc. Any delivery date quoted by Footprint Adventures Inc. is its best estimate and is based upon the conditions in its works at the time, and therefore such date shall be interpreted as being estimated only and in no event shall time be of the essence regarding such date or shall Footprint Adventures Inc. be liable for any failure to do so. If Footprint Adventures Inc. learns it cannot ship within the estimated times, Footprint Adventures Inc. will use commercially reasonable efforts to advise Reseller of the new estimated shipment date. For items on backorder, Footprint Adventures Inc. may ship whenever the Product becomes available without any notice to Reseller.
9. Cancellation / Delay by Buyer: Reseller may not cancel Orders for Products available for immediate shipment. Reseller may, on written notice of cancellation received by Footprint Adventures Inc. no less than one (1) business day prior to actual scheduled shipment date cancel Orders for pre-ordered Products or Products on backorder. Reseller may not delay scheduled delivery of Products without Footprint Adventures Inc.’s written consent.
10. Returns: Reseller or Reseller’s Client must accept all Products tendered under this Agreement. Under no circumstances is Reseller or Reseller’s Client permitted to reject Products tendered or to return Products without Footprint Adventures Inc.’s prior written consent. Defective Products shipped to Reseller may be returned only with prior written approval provided by Footprint Adventures Inc., subject to Section 14 below, and must comply with Footprint Adventures Inc.’s policies and procedures then in effect.. All returns must be in the original Footprint Adventures Inc. packaging and contain all items provided with the Product. Reseller or Reseller’s Client must prepay freight and all related transportation costs for all returns; risk of loss passes upon delivery to Footprint Adventures Inc. Upon receipt of the returned item Footprint Adventures Inc. will immediately ship a replacement item, offer store credit or refund the Reseller or Reseller’s Client at its sole discretion.
11. Reseller Obligations: Reseller represents, (a) that neither the Reseller nor its representatives are either affiliated with, or are a part of, Footprint Adventures Inc., provided that Reseller may designate itself as an “Authorized Hextopia Reseller” in relation to all such business; (b) render to Footprint Adventures Inc., at its expense, all reasonable assistance in any connection with Product problems, warranty service or other matters arising as a result of Reseller sales of Products; (c) comply with all applicable laws; (d) not in any manner or to any extent whatsoever: (i) engage in deceptive, illegal, misleading, or unethical practices that are or might be detrimental to Footprint Adventures Inc., Products, customers or the public; (ii) engage in the publication or utilization of any misleading or deceptive advertising material with respect to any Product or concerning Footprint Adventures Inc. (iii) make any representations, warranties, covenants, or guarantees whatsoever to anyone with respect to any Products or concerning Footprint Adventures Inc., that are, in any manner or to any extent, inconsistent with those provided directly by Footprint Adventures Inc. to Reseller or that otherwise have not been expressly authorized in writing by Footprint Adventures Inc.; (iv) not sell Products to anyone outside of the authorized Designated Channel and Territory nor export the Products; (v) incur any expenses on behalf of Footprint Adventures Inc. without Footprint Adventures Inc.’s prior written consent. All costs and expenses incurred by Reseller in any connection with this Agreement shall, except to the extent otherwise agreed to by the parties in writing or as is otherwise expressly set forth herein, be the sole responsibility and liability of, and shall be paid by, Reseller.
12. Marketing and Trademarks: (a) Use of Marks. Reseller recognizes Footprint Adventures Inc.’s ownership and title to its trademarks, service marks and trade names whether or not registered (collectively “Footprint Adventures Inc. Marks”). Reseller shall not acquire any rights in Footprint Adventures Inc. Marks nor will it act to impair the rights of Footprint Adventures Inc. in and to such Footprint Adventures Inc. Marks. Reseller is hereby granted a limited, non-exclusive and revocable at any time permission to reproduce the Footprint Adventures Inc. Marks associated with the Products that are identified and approved by Footprint Adventures Inc. from time to time to the extent reasonably necessary in carrying out Reseller’s Product marketing, advertising, servicing and sales activities authorized hereunder, subject to any directions, guidelines or policies communicated by Footprint Adventures Inc. to Reseller. Reseller agrees: to display any and all such notices in respect of the use of any Footprint Adventures Inc. Marks as Footprint Adventures Inc. may reasonably request, including notices indicating that such marks are used under license or are registered in the name of Footprint Adventures Inc. (or other persons); that any and all goodwill associated with the Footprint Adventures Inc. Marks, including Reseller’s reproduction and advertising of the Footprint Adventures Inc. Marks and sale of Products as permitted hereunder, shall ensure exclusively to the benefit of Footprint Adventures Inc. or its licensors; not ever, in any jurisdiction, dispute or contest for any reason whatsoever, directly or indirectly, the validity, ownership or enforceability of the Footprint Adventures Inc. Marks, nor to take any actions or do anything that may infringe or impede on Footprint Adventures Inc.’s or its licensors rights in and to the Footprint Adventures Inc. Marks. Any unauthorized use or modification of the Footprint Adventures Inc. Marks is expressly prohibited. (b) Marketing Collateral. Footprint Adventures Inc. may, in its discretion, provide available data, images, photos, and other varieties of information regarding Products and services that is intended to support marketing and sale of Products (collectively “Information”). Footprint Adventures Inc. hereby grants Reseller a royalty-free, non-exclusive and revocable license to distribute, display and promote the Information solely for the purpose of advertising, promoting and selling the Products on the terms hereof. Footprint Adventures Inc. may revoke such license at any time if, in the determination of Footprint Adventures Inc., Reseller’s use, marketing, distribution, display or promotion is detrimental to the Product and/ or the business and affairs of Footprint Adventures Inc.. Footprint Adventures Inc. does not warrant that Information will be current or error-free. Reseller may not adapt or change any Information without written permission of Footprint Adventures Inc.
13. Software:  All use of Footprint Adventures Inc. Software by Reseller Clients and Reseller shall be subject to the terms and conditions of any End User License Agreement (“EULA”) distributed together with the Product and Reseller agrees to adhere to the applicable terms and conditions of the EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE EULA, YOUR ACCESS TO AND USE OF THE SOFTWARE WILL NOT BE PERMITTED AND YOU MAY, WITHIN THIRTY DAYS OF THE DATE OF YOUR PURCHASE OF THE PRODUCT, RETURN THE SOFTWARE TOGETHER WITH THE PRODUCT IN ITS ORIGINAL PACKAGING AND SALE CONDITION TO Footprint Adventures Inc., AND Footprint Adventures Inc. SHALL PROVIDE A FULL REFUND OF THE PURCHASE PRICE PAID WITHIN THIRTY DAYS OF ITS RECEIPT OF THE RETURN. No rights or licenses in or to the Software are granted to Reseller.
14. Product Warranty: Footprint Adventures Inc. shall provide its standard Product limited warranty statement through its web page for end user customer benefit (“Customer Warranty”). Reseller agrees to provide its customers with notice of the Footprint Adventures Inc. Customer Warranty. EXCEPT AS SET OUT IN THIS SECTION, FOOTPRINT ADVENTURES INC. PROVIDES NO WARRANTIES TO RESELLER AND EXPRESSLY DISCLAIMS AND EXCLUDES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, REPRESENTATIONS, PROMISES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTY WITH RESPECT TO THE FUNCTIONALITY, DURABILITY, COMPATIBILITY, OPERATION OR USE OF THE PRODUCTS OR THAT THE PRODUCTS WILL MEET ANY PERSON’S REQUIREMENTS OR THAT ANY OR ALL DEFECTS WILL BE CORRECTABLE.
15. Warranty Service: In the event of a failure of a Product sold by Reseller to comply with the Customer Warranty, Reseller customers may, subject to the terms and conditions of the Customer Warranty: (a) contact Footprint Adventures Inc. for service assistance at admin@hextopia.com; and (b) Footprint Adventures Inc. will make the determination whether a replacement product can be sent to the customer or whether the Product should be returned to Footprint Adventures Inc. for repair. All costs of shipment shall be borne solely by the customer.
16. Reseller Warranty: Reseller represents and warrants to Footprint Adventures Inc. that: (a) it shall use reasonable care in relation to the performance of its obligations hereunder and in providing services to customer and such performance shall be in a diligent and workmanlike manner consistent with standards generally observed in the industry for similar services; and (b) it has all necessary skill, experience and competence required to perform this Agreement and provide necessary installation services to its customers.
17. Limitation: IN NO EVENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW SHALL FOOTPRINT ADVENTURES INC., ITS SHAREHOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS AND AGENTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES (COLLECTIVELY THE “FOOTPRINT ADVENTURES INC. PARTIES”) BE LIABLE TO RESELLER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR INDIRECT DAMAGES OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF LOSS OF PROFIT OR REVENUE, COSTS OF DELAY, LOSS OF TIME OR INCONVENIENCE OR COSTS OF PROCURING SUBSTITUTE PRODUCTS) EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE FOOTPRINT ADVENTURES INC. PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOOTPRINT ADVENTURES INC. PARTIES’ TOTAL LIABILITY AND OBLIGATION IN THE AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN ANY CONNECTION WITH THIS AGREEMENT, WITH RESPECT TO ANY EXPENSE, DAMAGE, LOSS, INJURY, OR LIABILITY OF ANY KIND, REGARDLESS OF THE CAUSE OR FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, BY STATUTE OR OTHERWISE) SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES SUFFERED AND SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY RESELLER OR RESELLER’S CLIENT TO FOOTPRINT ADVENTURES INC. UNDER THE APPLICABLE ORDER IN RESPECT OF THE PRODUCTS SUBJECT TO THE CLAIM. All disclaimers and limitations set forth herein shall apply regardless of the nature of any cause of action or demand (including, but not limited to breach of contract, breach of warranty, negligence, strict liability, tort or any other cause of action) and shall survive a fundamental breach or breaches and/or failure of the essential purpose of this Agreement or any remedy contained herein.
18. Indemnity: Reseller hereby agrees to indemnify and hold harmless the Footprint Adventures Inc. Parties and their successors and assigns from and against all liabilities, obligations, costs, losses, demands, actions, proceedings, claims, damages and penalties (including, without limitation, all legal costs and costs of enforcement) incurred or suffered by any of the Footprint Adventures Inc. Parties and arising out of or relating to Reseller’s performance or breach of this Agreement or Reseller’s purchase, possession, use, operation, re-sale or installation of Products.
19. Title: If Reseller makes payment in advance title to and ownership of the Products shall pass to Reseller on delivery of Product by Footprint Adventures Inc. to a carrier, otherwise title to and ownership of Products shall not pass to Reseller and shall remain with Footprint Adventures Inc. until Reseller has paid all payments and other amounts owing to Footprint Adventures Inc. under this Agreement in full and has performed all obligations under this Agreement in full; thereupon, title to and ownership of the Products shall vest in Reseller without further act.
20. Publicity: Reseller may, subject to the terms hereof, generally publicly disclose that Reseller is an “Authorized Hextopia Reseller”. Any other public statements or releases by Reseller regarding the relationship between the parties shall require the prior written approval of Footprint Adventures Inc.
21. Term: This Agreement shall commence on the Effective Date and remain in full force and effect for such period of time as Reseller is engaged in the resale of Products purchased pursuant to this Agreement. Once all Products purchased pursuant to the Order have been sold by Reseller all of the rights and licenses granted to Reseller hereunder shall terminate. Sections 6, 7, 11-20 and 23-31 shall survive any completion or termination of this Agreement.
22. Specifications: Product features, dimensions and other specifications set forth Footprint Adventures Inc. sales literature or Information are subject to change. Footprint Adventures Inc. may, without affecting its obligations under an accepted Order, make changes in the specifications of the Products delivered under a Order from those contained in sales literature or Information.
23. Entire Agreement and Amendment: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, proposals, promises, inducements, representations, conditions, warranties, understandings, purchase or sales orders, negotiations and discussions, whether oral or written, of the parties. Any modification, amendment, supplement or other change to this Agreement must be in writing and signed by duly authorized representatives of the parties. As used herein, the term “Agreement” shall include any such future modifications, amendments, supplements or other changes hereto. No terms or conditions which may be contained in Reseller’s order forms, purchase orders or any other document not agreed to in writing by Footprint Adventures Inc. shall bind Footprint Adventures Inc. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors, heirs and permitted assigns. Footprint Adventures Inc. reserves the right to change the terms and conditions of this Agreement at any time and without notice and Reseller is responsible to review this Agreement each time Reseller submits an Order.
24. Intervening Events: Footprint Adventures Inc. shall not be liable for delay or failure in performance resulting from acts or events beyond the control of Footprint Adventures Inc., including but not limited to, strikes or labour or industrial disturbances, civil disturbances, acts, orders, legislation, regulations or directives of any government or other public authorities, acts of public enemies, riots, sabotage, blockages, embargoes, shortages of labour, materials and suppliers, delays or failures of suppliers, lightning, earthquakes, fire, storms, hurricanes, floods, washouts, explosions and acts of God.
25. No Assignment: Neither this Agreement nor any right granted hereby is assignable by Reseller without Footprint Adventures Inc.’s prior written consent. Footprint Adventures Inc. may assign this Agreement at any time without notice to Reseller.
26. Severability / Waiver: Any provision of this Agreement which is unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. No delay or omission by a party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of the other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.
27. Governing Law: This Agreement shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of laws principles. Any and all disputes arising under this Agreement, whether as to interpretation, performance or otherwise, shall be subject to the jurisdiction of the courts of the Province of British Columbia and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the Courts of the Province of British Columbia, Canada. The parties expressly exclude the application of The United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
28. Independent Parties: The parties are acting hereunder as independent contractors and nothing contained herein shall be construed as creating any partnership, joint venture, franchisor-franchisee, or agency relationship between the parties. Neither party shall have any right, power or authority to bind or obligate the other.
29. Inconsistencies: In the event of any inconsistencies or conflicts between the terms of this Agreement and the terms of any schedules or other documents attached to or relating to this Agreement, the terms of this Agreement will prevail, unless otherwise expressly stated and agreed to in a signed writing by the parties.
30. Notices: Any notice or other communications given under this Agreement shall be in writing and shall be given by delivery in person or by overnight courier service (with signature required) to the address specified for Footprint Adventures Inc. above and for Reseller on the Order and shall be effective upon receipt.
31. Language: It is the express wish of the parties that this Agreement and any related documents be drawn up in the English language. Les parties confirment qu’il est de leur volonté expresse et réciproque que cette convention et tout document qui s’y rattache soient rédigés en anglais
32. Termination: Either party may at its sole discretion, terminate this agreement at its sole discretion by providing written notice of its intent to terminate as per section 30 of this agreement or through any other means mutually agreed upon and acknowledged. The termination shall be effective immediately upon receipt or acknowledgement if means other than section 30 are used which may include, but are not limited to, telephone or email. In the event there are funds outstanding to the Reseller from Footprint Adventures Inc. they will be paid out within 30 days of termination.