1. Introduction

Welcome to Goldenwood Apparel Inc. (“Company”, “we”, “our”, “us”). These Terms and Conditions (“Terms”) govern your use of our website located at www.goldenwoodapparel.com (“Site”), and any related services, products, and content provided by us (collectively, the “Services”). By accessing or using our Site and Services, you agree to be bound by these Terms and any additional terms and conditions that are referenced herein or that otherwise may apply to specific sections of the Site, or to products and services that we make available to you. If you do not agree to all of these Terms, do not use our Site or Services.

These Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you”), and Goldenwood Apparel Inc. concerning your access to and use of the Site and Services. Please read these Terms carefully before using our Site and Services.

         2. Definitions

For the purposes of these Terms:

• “Account” means a unique account created for you to access our Services or parts of our Services.
• “Content” means any text, images, videos, audio, or other multimedia content, software, or other information or material submitted to or on the Site.
• “Products” refer to the streetwear clothing merchandise sold through our Site.
• “Services” include any and all services provided by Goldenwood Apparel Inc., including but not limited to the online sale of Products.
• “User” means any individual or entity that accesses or uses our Site and Services. User Eligibility and Account Registration

          3. User Eligibility and Account Registration

3.1 Eligibility

By using the Site and Services, you represent and warrant that you:

• Are at least 18 years of age or the age of majority in your jurisdiction.
• Have the legal capacity and authority to enter into these Terms.
• Will comply with all applicable laws and regulations when using our Site and Services.

3.2 Account Registration

To access certain features of our Site and Services, you may be required to create an Account. You agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain and promptly update your Account information to keep it accurate, current, and complete.
• Maintain the security of your password and accept all risks of unauthorized access to your Account.
• Notify us immediately if you discover or suspect any security breaches related to your Account or the Site.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false, or misleading.

         4. Website Usage

4.1 Permitted Uses

You may use the Site and Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site.
• Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
• Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Site.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

4.2 Prohibited Uses

You agree not to:

• Use the Site to engage in any unlawful conduct.
• Use the Site to exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.

5. Intellectual Property Rights

5.1 Ownership

All right, title, and interest in and to the Site and Services, including all intellectual property rights therein, are and will remain the exclusive property of Goldenwood Apparel Inc. and its licensors. The Site and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. You acknowledge that all intellectual property rights on the Site and in the Services are owned by or licensed to us.

5.2 License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and Services for your personal, non-commercial use. This license does not include any resale or commercial use of the Site, Services, or its contents; any derivative use of the Site, Services, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.

5.3 Restrictions

You must not:

• Modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from the Site except as expressly permitted by these Terms.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
• Access or use for any commercial purposes any part of the Site or Services or any services or materials available through the Site.

Any use of the Site and Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

6. Product Information and Availability

6.1 Product Descriptions

Goldenwood Apparel Inc. strives to provide accurate descriptions of the Products offered on the Site. However, we do not warrant that the descriptions are accurate, complete, reliable, current, or error-free. If a Product offered by us is not as described, your sole remedy is to return it in unused condition in accordance with our Return Policy.

6.2 Product Availability

All Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue Products without notice, even if you have already placed your order. Prices for our Products are subject to change at any time, but changes will not affect any order you have already placed.

6.3 Color and Design Variations

We have made every effort to display as accurately as possible the colors and designs of our Products that appear on the Site. However, we cannot guarantee that your computer monitor’s display of any color or design will be accurate, and there may be slight variations in the actual Product.

6.4 Errors and Inaccuracies

Our goal is to provide complete, accurate, and up-to-date information on the Site. However, it is not possible to ensure that any website is completely free of human or technological errors. The Site may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to pricing and availability, and some information may not be complete or current. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice.

7. Pricing and Payment Terms

7.1 Pricing Policy

The prices for our Products are listed on our Site and are subject to change without notice. We strive to ensure that our prices are accurate, but errors may occur. If we discover an error in the price of any Product you have ordered, we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or canceling it. If we are unable to contact you, we will treat the order as canceled.

7.2 Payment Methods

We accept various forms of payment, including but not limited to major credit cards (Visa, MasterCard, American Express), PayPal, and other payment methods as specified on the Site. By providing payment information, you represent and warrant that you are authorized to use the designated payment method and that you authorize us to charge your payment method for the total amount of your purchase (including any applicable taxes and other charges).

7.3 Billing Information

You agree to provide current, complete, and accurate billing and contact information for all purchases made through our Site. You agree to promptly update your account and other information, including your email address and payment method details, so that we can complete your transactions and contact you as needed.

7.4 Payment Security

We use third-party payment processors to process transactions securely. Your payment information is encrypted and protected by industry-standard protocols. However, no method of transmission over the Internet or electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your payment information, we cannot guarantee its absolute security.

8. Order Process

8.1 Placing an Order

To place an order, you must follow the ordering procedures set out on our Site. All orders are subject to acceptance and availability. When you place an order, you will receive an acknowledgment email confirming receipt of your order. This email is only an acknowledgment and does not constitute acceptance of your order.

8.2 Order Acceptance

We reserve the right to accept or decline your order for any reason at any time. Our acceptance of your order will occur when we send you an email confirming that the Products have been dispatched. Only at this point will a contract be formed between you and Goldenwood Apparel Inc.

8.3 Order Cancellations

If you wish to cancel your order before it has been dispatched, please contact us immediately. If the order has already been dispatched, you will need to follow our Return Policy. We reserve the right to refuse any order cancellation requests that are made after the order has been dispatched.

9. Promotions and Discounts

9.1 Promotion Codes

From time to time, we may offer promotional codes or discounts. These codes and discounts are subject to terms and conditions specified at the time of issuance and may be limited to one use per customer, per promotion. Promotional codes are not transferable, not redeemable for cash or credit, and are subject to expiration dates as indicated.

9.2 Discount Policy

All discounts and promotions are applied to the order before any applicable taxes and shipping fees. Discounts cannot be applied to previous purchases or combined with other offers unless explicitly stated. We reserve the right to modify or cancel promotions at any time without notice.

9.3 Exclusions

Certain Products may be excluded from promotions and discounts. Such exclusions will be noted in the promotion details. We reserve the right to exclude additional Products from promotions at our discretion.

10. User Content and Submissions

10.1 User-Generated Content

You may submit or upload content, including but not limited to reviews, comments, photos, and other materials to the Site (“User Content”). By submitting User Content, you grant Goldenwood Apparel Inc. a worldwide, non-exclusive, royalty-free, perpetual, transferable, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media.

10.2 User Content Guidelines

You agree not to submit any User Content that:

• Is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Infringes any intellectual property or other proprietary rights of any party.
• Contains any viruses, Trojan horses, worms, or other harmful or malicious components.
• Constitutes unauthorized or unsolicited advertising, junk mail, spam, chain letters, or any other form of solicitation.

10.3 Monitoring and Removal of User Content

We reserve the right, but not the obligation, to monitor, edit, or remove any User Content that we determine, in our sole discretion, violates these Terms or is otherwise inappropriate. We do not endorse any User Content and take no responsibility for its accuracy, completeness, or reliability.

11. Privacy Policy

11.1 Reference to Privacy Policy

Your use of the Site and Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy, which explains how we collect, use, and disclose information that pertains to your privacy. By using the Site and Services, you agree to the terms of the Privacy Policy.

11.2 Data Collection and Usage

We collect personal information from you when you use our Site and Services, such as when you register for an account, place an order, or contact us for customer support. This information may include your name, email address, phone number, billing and shipping addresses, payment information, and other details necessary to process your transactions and improve our Services.

11.3 Data Protection

We implement a variety of security measures to maintain the safety of your personal information. However, no security system is impenetrable, and we cannot guarantee the absolute security of our systems, nor can we guarantee that information you supply will not be intercepted while being transmitted to us over the Internet.

12. Cookie Policy

12.1 Reference to Cookie Policy

Our use of cookies and similar technologies is also governed by our Cookie Policy, which is incorporated into these Terms by reference. Please review our Cookie Policy to understand how we use cookies to enhance your experience on our Site.

12.2 Types of Cookies Used

We use various types of cookies to optimize our Site and Services, including:

• Essential Cookies: Necessary for the functioning of the Site.
• Performance Cookies: Collect information about how you use the Site.
• Functional Cookies: Remember your preferences and choices to improve your experience.
• Targeting/Advertising Cookies: Collect information to deliver relevant advertisements to you.

12.3 Managing Cookies

You can manage your cookie preferences through your browser settings. Most web browsers allow you to control cookies through their settings preferences. However, if you choose to disable cookies, it may limit your use of certain features or functions on our Site.

13. Third-Party Links and Services

13.1 Inclusion of Third-Party Links

Our Site may contain links to third-party websites or services that are not owned or controlled by Goldenwood Apparel Inc. These links are provided for your convenience and do not imply any endorsement by us of the content, products, or services available on or through these websites.

13.2 Third-Party Services

Certain Services made available via the Site may be delivered by third-party websites and organizations. By using any product, service, or functionality originating from the Site, you acknowledge and consent that we may share such information and data with any third party with whom we have a contractual relationship to provide the requested product, service, or functionality on behalf of our users and customers.

13.3 Disclaimer for Third-Party Content

We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that Goldenwood Apparel Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

14. Disclaimer of Warranties

14.1 General Disclaimers

To the fullest extent permitted by applicable law, Goldenwood Apparel Inc. offers the Site and Services on an “as is” and “as available” basis, and makes no representations or warranties of any kind, express or implied, regarding the operation of the Site or the information, content, materials, or products included on the Site.

14.2 Specific Disclaimers

Without limiting the foregoing, Goldenwood Apparel Inc. does not warrant that the Site or Services will be uninterrupted, error-free, or free of viruses or other harmful components, or that any defects will be corrected. We do not warrant or make any representations regarding the use or the results of the use of any content on the Site or Services.

14.3 Limitation on Warranties

To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

15.1 Exclusions and Limitations

To the fullest extent permitted by applicable law, in no event shall Goldenwood Apparel Inc., its directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Site or Services; (ii) any conduct or content of any third party on the Site; (iii) any content obtained from the Site; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage.

15.2 Maximum Liability

Notwithstanding any damages that you might incur, the entire liability of Goldenwood Apparel Inc. and any of its suppliers under any provision of these Terms and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Products or Services through our Site.

15.3 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In such jurisdictions, the liability of Goldenwood Apparel Inc. shall be limited to the greatest extent permitted by law.

16. Indemnification

16.1 User Agreement to Indemnify

You agree to defend, indemnify, and hold harmless Goldenwood Apparel Inc., its affiliates, and their respective directors, officers, employees, agents, and contractors 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 and Services; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any intellectual property, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

16.2 Scope of Indemnification

This defense and indemnification obligation will survive these Terms and your use of the Site and Services. You also agree that you have a duty to mitigate damages.

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms and any dispute or claim arising out of, or related to them, shall be governed by and construed in accordance with the internal laws of the Province of Ontario, Canada without giving effect to any choice or conflict of law provision or rule.

17.2 Jurisdiction

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site and Services shall be instituted exclusively in the federal courts of Canada or the courts of the Province of Ontario, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17.3 Dispute Resolution

Before resorting to formal legal proceedings, you agree to try to resolve any disputes informally by contacting us at contactus@goldenwoodapparel.com. We will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may begin formal legal proceedings.

18. Termination of Use

18.1 Termination by Goldenwood Apparel Inc.

We may terminate or suspend your access to our Site and Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Site and Services will cease immediately.

18.2 User Termination

If you wish to terminate your Account, you may simply discontinue using the Site and Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

18.3 Effect of Termination

Upon termination of your Account, you will lose all access to any data stored in your Account, and Goldenwood Apparel Inc. will have no obligation to maintain any information stored in our database related to your Account or to forward any information to you or any third party.

19. Changes to Terms and Conditions

19.1 Right to Modify Terms

Goldenwood Apparel Inc. reserves the right, in its sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

19.2 Notification of Changes

We will notify you of changes by posting the new Terms on the Site and updating the “Last Updated” date at the top of these Terms. You are advised to review these Terms periodically for any changes. Your continued use of the Site and Services following the posting of any changes to these Terms constitutes acceptance of those changes.

20. Force Majeure

20.1 Definition of Force Majeure

Goldenwood Apparel Inc. shall not be liable for any failure to perform its obligations under these Terms where the failure results from any cause beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

20.2 Impact on Obligations

If a force majeure event occurs that affects the performance of our obligations under these Terms:

• We will notify you as soon as reasonably possible.
• Our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the force majeure event.
• We will use our reasonable endeavors to find a solution by which our obligations under these Terms may be performed despite the force majeure event.

21. Severability

21.1 Severability Clause

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

21.2 Effect of Severability

The invalidity of any provision of these Terms shall not affect the validity of the remaining provisions, which shall continue in full force and effect.

22. Waiver

22.1 Non-Waiver of Rights

No failure or delay by Goldenwood Apparel Inc. in exercising any right, power, or privilege under these Terms shall operate as a waiver of such right, power, or privilege, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

22.2 Conditions for Waiver

Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Goldenwood Apparel Inc.

23. Assignment

23.1 Right to Assign

Goldenwood Apparel Inc. reserves the right to assign or transfer its rights and obligations under these Terms, in whole or in part, to any third party at any time without prior notice or consent from you. Such assignment or transfer will not affect your rights or obligations under these Terms.

23.2 Restrictions on User Assignment

You may not assign or transfer your rights or obligations under these Terms, in whole or in part, to any third party without our prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms without such consent will be null and void.

24. Electronic Communications

24.1 Consent to Electronic Communications

By using our Site and Services, you consent to receive electronic communications from us. These communications may include notices about your account and information concerning or related to the Site and Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

24.2 Legal Significance of Electronic Communications

You acknowledge that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further acknowledge that electronic communications, including email and messages posted on the Site, have the same legal effect and enforceability as written communications.

25. Customer Support and Contact Information

25.1 Customer Support

We provide customer support to assist you with any questions or issues you may have regarding our Site and Services. You can reach our customer support team by email at contactus@goldenwoodapparel.com or by using the contact form available on our Site.

25.2 Contact Information

For any questions or concerns about these Terms or our Site and Services, please contact us at:

Goldenwood Apparel Inc.
Email: contactus@goldenwoodapparel.com

We will do our best to respond to your inquiries promptly and assist you with any concerns.

26. Entire Agreement

26.1 Integration Clause

These Terms, together with our Privacy Policy, Cookie Policy, and any other legal notices or policies published by Goldenwood Apparel Inc. on the Site, constitute the entire agreement between you and Goldenwood Apparel Inc. regarding the use of the Site and Services. These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site and Services.

26.2 No Waiver Provision

No waiver of any provision of these Terms by Goldenwood Apparel Inc. shall be deemed a further or continuing waiver of such provision or any other provision, and any failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

27. Additional Legal Notices

27.1 Compliance with Laws

You agree to comply with all applicable laws, regulations, and ordinances related to your use of the Site and Services. You may not use the Site or Services in any way that violates applicable federal, state, local, or international laws or regulations.

27.2 Export Controls

You acknowledge that the Products, software, and technology provided by Goldenwood Apparel Inc. may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations, including but not limited to the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.

27.3 Notices Regarding Copyright and Other Legal Notices

All content on the Site, including text, graphics, logos, images, and software, is the property of Goldenwood Apparel Inc. or its content suppliers and is protected by copyright, trademark, patent, and other intellectual property laws. You agree not to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as permitted under these Terms.

28. User Feedback

28.1 Policy on User Feedback and Suggestions

We welcome and encourage feedback, comments, and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at contactus@goldenwoodapparel.com or through any other means of communication available on the Site.

28.2 Ownership of Feedback

By submitting Feedback, you grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, make, have made, sell, offer for sale, import, and otherwise exploit the Feedback for any purpose without restriction. You acknowledge that we may use your Feedback without any obligation of confidentiality or compensation to you.