PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ILLUMINATE DATA SCIENCE INC. AND CONTAINS IMPORTANT TERMS, CONDITIONS AND LIMITATIONS RELATING TO SERVICE, LIABILITY, WARRANTY AND YOUR OBLIGATIONS. BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO ALL OF THE TERMS, CONDITIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT.
1. Welcome to Cannametrics’ Website
These terms and conditions outline the rules and regulations for the use of Illuminate Data Science Inc. (“Cannametrics” or “Us” or “We” or “Our”).
Cannametrics’ website is located at: www.cannametrics.io (the “Website”).
2. TERMS OF SERVICE AGREEMENT Last Revised: July 23rd, 2020
Parties to the Agreement. This agreement (the “Agreement”) is between Cannametrics and You (“You” or “Your”) and sets forth the terms and conditions that apply to Your access and use of the Website and any Services (defined below).
Applies to Users and Visitors. Your use of the Website or any Services will constituent the acceptance of the Agreement regardless of whether You are an unregistered user simply browsing the Website (a “Visitor) or have registered for the Cannametrics Service (a “User). Any reference to “You” or “Your” in this Agreement includes both Users and Visitors. If You wish to become a User of the Cannametrics Service, You must read this Agreement and indicate Your acceptance during the sign up process.
Capacity. If You accept this Agreement, You represent that You have the capacity to be bound by it or if You are acting on behalf of a company or entity that You have the authority to bind such entity. Before You continue, You should print or save a local copy of this Agreement for your records.
You may not use the Website or any associated service and may not accept the Agreement if You are under the applicable minimum age limit set out in the jurisdiction that You are accessing the Website and Services.
Modifications of Terms. Cannametrics reserves the right to change this Agreement, at any time, in its sole discretion, by posting the amended terms on the Website, which shall automatically be effective. You will be notified of any and all changes to this Agreement through a prominent notice on the Website site or an email notice. In addition, the Agreement will always indicate the date it was last revised.
Please review this Agreement carefully before Your first use and every subsequent use of the Website, as Your continued use of the Website constitutes Your acceptance of the amended terms (see “Modifications” below).
The following underlined terms have the following meanings. Other defined terms may be defined elsewhere in this Agreement.
"Authorized Users" means any employee, contractor, or agent of Yours who is authorized to use the Cannametrics Services and who has access to the Cannametrics Services via a unique username and password under Your account.
"Billable Users" means those types of Users for which we charge You fees as set forth on the pricing sheet provided and includes users that are taking part in a free trail or other promotional period regardless of whether any fees have been or will be paid.
"Billing Period" means the period for which You agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if You subscribe to the Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
"Order Form" or "Order" means the Cannametrics-approved form or online subscription process by which You agree to subscribe to the Service. Most Orders are completed through our online payment process using Helcim or via in-app purchase.
"Pricing Sheet" means the information sheet provided by a Cannametrics representative during the sales process.
"Services" means, without limitation, software information, tools, features, Internet services, functions, "apps," or any other service provided by Cannametrics or its affiliates.
"Subscription Fee" means the amount You pay for the Service.
"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
5. Description of the Service
The Service is a web-based application that allows Users to transmit and receive cannabis product data and associated marketing materials as well as communicate with other Users of the application for those same purposes. You may access the Services by paying for one or more licenses to a Cannametrics product. The license determines the precise product and service plan You have purchased.
We modify the Service from time to time, including by adding or deleting features and functions. We may provide some or all elements of the Service through third party service providers.
6. License to Use
Subject to the terms and conditions of this Agreement, Cannametrics grants to You, during the term of this Agreement, the non-transferable, non-sublicensable, nonexclusive, revocable right to only internal use of the Website and Services.
You may access the Website and Services by paying for one or more licenses to a Cannametrics product. The precise product and service plan You have purchased determines the rights granted by the license.
The Website is for the sole purpose of research, generating reports, and for personal use and not for purposes of resale to public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service are strictly prohibited.
7. Your Data
In order to use our Services You must link a third party email account to Your Cannametrics account. You will also have the option to import and update Certificates of Analysis (“CoA”) associated with Your products as well as product descriptions, images and other associated sales and branding materials of Your choosing. In addition, You may create lists of products that serve as Your business interests (collectively “Your Data”).
Data Ownership. You retain full ownership of Your Data. We do not claim any ownership over any of Your Data. However, You agree that by posting, uploading, inputting, providing, submitting, entering, transmitting or otherwise making available Your Data to Us or any third party using the Services,
- (i) License to Us — You have thereby granted Us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Data to the extent reasonably required by Us to provide the Services to Our customers or to ensure adherence to or enforce the terms of this Agreement,
- (ii) Your Warranty to Us — You will have thereby confirmed, represented and warranted to Us that You have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Data set out above, and
- (iii) Indemnity of Us — You will indemnify and save Us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by Us relating to or arising from Your Data, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
Responsibility for Data. You are solely responsible for Your conduct, the content of Your Data and Your communications with others while using the Services. For example, it is Your responsibility to ensure that You have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others.
You acknowledge that Cannametrics has no obligation to monitor any information on the Website and Services and that We are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other data, information or content You may be able to access using the Website or Services.
Use of Aggregated Data. Nothing in this Agreement will restrict Cannametrics from collecting, using and analyzing general information and data from its customers (including You) in an aggregated manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics provided that Cannametrics does not specifically identify You or disclose publicly any other personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data.
8. Sharing Your Participation in Cannametrics
Use of Company Materials. By subscribing to Cannametrics, You consent to the use of Your company name and logo on Our website or other marketing materials, as is provided by You or generally available online, for promotion of Cannametrics.
Published Information. Once You have chosen to publish a product and associated information on the Website, this information is no longer considered personal information. Cannametrics will publish information You have provided regarding that product in such a way that is available to the retailer accounts registered with Cannametrics. Cannametrics may also use this product data, identified by product name and producer for other features or commercialized products.
9. Sharing Your Data, Third Party Products and Your Privacy
Your Responsibility for Data Sharing. The Services allow You to share Your Data with others. If You choose to share Your Data, You acknowledge that You are responsible for ensuring it is published to the stated audience. You agree to release Cannametrics of any and all responsibility or liability for what other Users of the Website and Services do with Your data. Please carefully consider what You share and with whom You share it.
Third Party Products. A “Third Party Product” is any third party product, application, service, software, network, system, directory, website, database and/or information obtained separately by You which links to the Website or Services, or which You may connect to or enable in conjunction with the Website or Services, including, without limitation, Third Party Products which may be integrated directly into the Website or Services by You or at Your direction.
If You or Your Authorized Users choose to share Your Data in any manner, including through a Third Party Product or integration, You are solely responsible for what that third party may do with Your Data, and Your relationship with that third party. Likewise, You are solely responsible for any of the effects a Third Party Product may have on Your Data, including deleting or corrupting Your Data.
You acknowledge that Cannametrics is not responsible for the disclosure of Your Data by You or Your agents (including Your Authorized Users) to any third parties or the effects of any Third Party Product on Your Data.
Service Limits. The limits that apply to Your use and access of the Website and Services will be specified in Your billing invoice as discussed with the Cannametrics representative, or in the Pricing Sheet provided.
General Limits. Notwithstanding any provision in the Pricing Sheet or billing invoice, You acknowledge that we may establish general practices and limits concerning the use of the Service and Website including, but not limited to: the maximum size of any data that will be stored on our servers; the maximum amount of data, speed of data or type of data that may be sent from or received using the Services or Website; and the maximum number of days that data will be stored on our servers. Such general practices and limits may be posted on our Website or otherwise made available to You, and You agree to comply with all such general practices and limits, regardless of when or how such limits are conveyed to You. You agree that You may not exceed such limits, and that it is Your responsibility to monitor Your usage of the Services and Website.
Modifications to Limits. You will be charged fees associated with all Billable Users. If We make modifications to the limits set forth on the Pricing Sheet that would have a materially negative impact You, then these modifications will not apply to You until the start of Your next Renewal Subscription Term. On renewal, the current product usage limits on Our updated Pricing Sheet will apply to Your subscription, unless You and We otherwise agree.
Internet Service Limits. The Services and Website depend on the Internet, including but not limited to, networks, cabling, facilities and equipment that is not in our control. Accordingly, You acknowledge and accept that (i) any representation made by Us regarding access performance, speeds, reliability, availability, use or consistency of the Services are on a “commercially reasonable efforts” basis, (ii) We cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and Your anonymity is not guaranteed.
11. Fees and Payments
Failure to Pay. All fees and payments will be due and payable upon commencement of the Services (“Service Fees”). If You fail to pay Service Fees within five (5) business days of notice to You that payment is due or delinquent, or if You do not update payment information upon request, we may suspend or terminate access to the Services by You or Your Authorized Users.
Taxes. You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services You purchase. Cannametrics will pay all taxes on its income and all taxes and insurance associated with its personnel.
Payment Terms. Payment must be provided in the form and manner specified in Your Service Agreement with Cannametrics. The Service Fees are subject to change and may be changed upon notice to You at least thirty (30) days prior to the start of any Renewal Term (as defined below).
1. Subscription Fees. The Subscription Fee amount and payment schedule will be established by Your Service Agreement. There are multiple types of Subscription Fees, all of which are on an opt-in basis. Certain user type will pay a set monthly fee, while other user types will pay based on their usage of the Service. Service Fee prices will be set at the account level. Where a price change applies to You, we will charge or invoice You under the new price structure, starting with the next Billing Period in the Subscription Term. You may not downgrade Your subscription during the Subscription Term and in order to avoid additional charges, You should purchase the appropriate tier of Service for Your anticipated needs.
2. Fee Adjustments in Next Billing Period. If You exceed Your Billable Users in a Billing Period, then Your Subscription Fee will increase at the beginning of the next Billing Period up to tier price (as set forth on our Pricing Sheet) which corresponds with the Billable Users from the prior Billing Period. Any increase in Subscription Fee in the current Billing Period will also be charged to Your next Billing Period. This process will continue for each Billing Period during the Subscription Term.
3. Credit Cards and Third Party Processing. If You are paying by credit card, You authorize Us to charge Your credit card or bank account for all fees payable during the Subscription Term. You further authorize Us to use a third party to process payments, and consent to the disclosure of Your payment information to such third party. If You are newly starting services with Cannametrics, Services will not be activated until initial payment has been made. You agree to not hold Cannametrics responsible or liable for any loss or damage arising from the disclosure of Your payment information to a third party payment processor.
4. Payment Information. You will keep Your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
5. Sales Tax. All fees are exclusive of taxes, which We will charge as applicable. You agree to pay any taxes applicable to Your use of the Service. You shall have no liability for any taxes based upon Our gross revenues or net income. If You are located in the European Union, all fees are exclusive of any VAT and You represent that You are registered for VAT purposes in Your member state. At Our request, You will provide us with the VAT registration number under which You are registered in Your member state. If You are subject to GST, all fees are exclusive of GST. If You are required to deduct or withhold any tax, You must pay the amount deducted or withheld as required by law and pay Us an additional amount so that We receive payment in full as if there were no deduction or withholding.
12. Subscription Term and Renewal
1. Initial Subscription Term. The initial subscription term shall begin on the effective date of Your subscription and expire at the end of the period according to the terms specified in Your Service Agreement ("Initial Subscription Term").
2. Canceling or Renewing Subscription Term. Unless one of us gives the other written notice by email of intention to not renew the subscription ("Notice of Non-renewal"), or cancels through the platform, this Agreement will automatically renew for the Initial Subscription Term ("Renewal Subscription Term"). The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. See the ‘Limits’ section above for the applicability of product usage limits on renewal. Notice of Non-renewal must be successfully sent no fewer than thirty (30) days before the end of the Subscription Term. The User must send Notice of Non-renewal by email to [email protected].
3. End of Subscription Term. The Subscription Term will end on the expiration date if the subscriber has submitted a cancellation request in accordance with the “Cancelling or Renewing Subscription Term” provision above.
13. Third Party Sites & Content
Liability. The Service may permit You to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Website. These other websites are not under Cannametrics' control, and You acknowledge and accept that Cannametrics is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Cannametrics or any association with its operators. You further acknowledge and agree that Cannametrics 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 website or resource.
Ownership of Third Party Sites & Content. Content accessed or available through the Services or the Internet may be owned by parties other than You or Us (collectively, “Third Party Content”) and may be protected by applicable intellectual property laws including copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. Nothing in Your use of the Services or this Agreement grants You any right, title or interest in or to this Third Party Content except for the limited right to use the Services as set out in this Agreement.
14. Your Profile Information & Confidentiality
Responsibility for Profile Information. You agree and understand that You are responsible for maintaining the confidentiality of Your password which, together with Your email address, allows You to access the Service. That email address and password, together with any or other user information You provide form Your “Profile Information.”
If You become aware of any unauthorized use of Your Profile Information, You agree to notify Cannametrics immediately at the email address - [email protected].
15. PROPRIETARY RIGHTS
Proprietary Rights and Associated Obligations. You understand that Cannametrics has disclosed or may disclose business, technical, financial, or other information relating to its business (“Proprietary Information.”). Proprietary Information of Cannametrics includes non-public information regarding features, functionality and performance of the Service.
You agree to (i) take reasonable precautions to protect such Proprietary Information, (ii) not use (except in performance of the Services or as otherwise permitted herein), and (iii) not divulge to any third person any such Proprietary Information.
Exceptions. Cannametrics agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that You can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Cannametrics, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Cannametrics or (e) is required to be disclosed by law.
Ownership. Cannametrics shall own and retain all right, title and interest in and to (a) the Website, the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
16. Your Use of the Service Comprises a Single License Only
Further License Obligations. Your right to access and use the Website and the Service is personal to You and is not transferable by You to any other person or entity. You agree not to disclose Your password to any third party. You are only entitled to access and use the Website for lawful purposes.
Accuracy of Information. You agree to provide true, accurate, current and complete information about Yourself, and You may not misrepresent Your Profile Information. In order for the Service to function effectively, You must also keep Your Profile Information up to date and accurate. If You do not do this, the accuracy and effectiveness of the Service to You will be affected.
Service Interruptions. Your access and use of the Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Website or other actions that Cannametrics, in its sole discretion, may elect to take. You acknowledge and agree not to hold Cannametrics liable or responsible for any loss of access to or interruption of the Services occurring under this provision. Further, You acknowledge and agree to not seek any indemnification, refund, or other reward from Cannametrics due to service interruptions occurring under this provision.
17. Cannametrics’ Intellectual Property Rights
Our Content. Except where expressly stated otherwise, all right, title and interest in and to the Services, Website, and all Content including “look and feel,” source code, processes, designs, technologies, URLs, domain names, marks and logos, text, graphics, button icons, software (including html-based computer programs) and other material are forming any part of the Services (collectively, “Our Content”), is fully vested in Us, Our licensors or Our suppliers and are protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws.
No Right to Our Data. You agree that Our Content is licensed subject to the terms of this Agreement, including the disclaimers and limitations of liability herein. Nothing in Your use of the Services or this Agreement grants You any right, title or interest in or to Our Content except the limited right to use the Services as set out in this Agreement. You may download or print a copy of the information provided on or by the Website for Your personal and internal use only. Any distribution, reprint or electronic reproduction of any content from the Website in whole or in part for any other purpose is expressly prohibited without our prior written consent.
Unless otherwise expressly authorized by us in writing, You agree not to: (i) copy, modify, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content; (ii) distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law; (iii) remove any proprietary notices or labels on or in Our Content; or (iv) allow any other person or entity to engage in any of the foregoing.
18. Legal Compliance
You represent and warrant that You will comply with all laws and regulations applicable to Your use of the Services.
19. General Prohibitions
Without limiting the generality of any other restriction in this Agreement, You agree that You will not, in connection with the Services, directly or directly do or permit any of the following:
1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service the Website or any portion of the Service the Website, without Cannametrics’ express written consent, which may be withheld in Cannametrics’ sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Google Chrome);
3. Post, upload, reproduce, distribute or otherwise transmit any file, content, or communication that:
- (A) contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Website or the Service;
- (B) is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited;
- (C) is defamatory, infringing, or unlawful;
- (D) inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility);
- (E) gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation; or
- (F) constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography;
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Website or the Service;
5. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Website, or attempt to access any part of the Service or the Website (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Website, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Website, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Website or the Service, or the source of any content.
6. License, sublicense, share, rent, resell, reproduce, copy, distribute, lease or exploit for any commercial purposes including use of the Software for third party training, commercial time-sharing or service bureau use, any portion of, use of or access to, any Service, except were expressly authorized by Us;
7. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
8. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
9. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Services;
10. impersonate or falsely represent Your association with any person, including a representative of Us;
11. disrupt or threaten the integrity, operation or security of any Service, any computer or any Internet system;
12. purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes;
13. engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Cannametrics will endeavor to notify You of any abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Cannametrics.
20. User Responsibilities
Industry Specific Regulations. If Your use of the Services requires You to comply with industry-specific regulations applicable to such use, You will be solely responsible for such compliance, unless Cannametrics has agreed with You otherwise. For example, You are responsible for submitting to compliance and receive compliance approval for any messaging to be used, or profile changes to be made prior to implementation. You may not use the Services in a way that would subject Cannametrics to those industry-specific regulations without obtaining Cannametrics’ prior written agreement. For example, You may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Cannametrics that permits You to do so. Cannametrics does not assume any responsibility, wholly or partially, for the failure of Users to comply with industry-specific regulations.
Third Party Terms of Service. Cannametrics integrates with third party platform providers which maintain their own terms of service that You are responsible for following. Users are responsible for being aware of and accountable for following applicable third party terms of service and that such terms of service are subject to change without Cannametrics’ knowledge. Cannametrics may extend to You integrations, partnerships, or formal approvals with platforms. As a user of Cannametrics, You consent to accepting responsibility for abiding by other platforms’ applicable terms.
Third Party Accounts. Cannametrics may provide tools through the Service that enable You to interact with and export information to third party services, including through features that allow You to link Your account on Cannametrics with an account on the third party service. You are solely responsible for maintaining Your accounts on such third party services in good standing and complying with any applicable third party terms of service and laws. By using one of these tools, You authorize Cannametrics to act as Your agent and to take actions on Your behalf on or through the third party services and You agree that Cannametrics may transfer information to or from the applicable third party services on Your behalf and execute commands on or through such services at Your direction.
System Requirements. You are responsible for maintaining Your computer hardware and software systems so that they meet the minimum current system requirements required for the Service, as described on the Website, which description may be updated by us from time to time, in our sole discretion, and without prior notice.
Notice of Violation. You acknowledge and agree that if at any time You become aware of any violation, by any person or entity, of any part of this Agreement, You will immediately notify Us and provide Us with assistance, as requested, to stop or remedy such violation.
21. Disclaimer of Representations and Warranties
CUSTOMER ACKNOWLEDGEMENT. YOU ACKNOWLEDGE AND AGREE THAT: (i) ALL USE OF ANY SERVICES PROVIDED BY US IS AT YOUR OWN RISK; (ii) THE WEBSITE(S) WHICH YOU MAY VISIT WHILE USING THE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES, WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEBSITES OR THE INFORMATION CONTAINED THEREIN; AND (iii) ALL PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
DISCLAIMER OF WARRANTIES. WE MAKE NO CONDITIONS, WARRANTIES, GUARANTEES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SERVICES OR ANY OTHER PRODUCTS SUPPLIED UNDER THIS AGREEMENT. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.
CANNAMETRICS MAKES NO REPRESENTATIONS, CONDITIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE CANNAMETRICS WEBSITE OR OF THE SERVICE, OR WHICH IS DERIVED FROM OR BY THE USE OF THE CANNAMETRICS WEBSITE OR THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE CONTENT AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.
CANNAMETRICS IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY CANNAMETRICS.
THE SERVICE AND THE CANNAMETRICS WEBSITE IS PROVIDED FOR EVALUATION AND TESTING PURPOSES ONLY, AND OWING TO ITS EXPERIMENTAL NATURE, YOU ARE ADVISED NOT TO RELY ON THE FEATURES OR PERFORMANCE OF THE SERVICE AND THE CANNAMETRICS WEBSITE FOR ANY REASON. YOU AGREE TO USE THE SERVICE AND THE CANNAMETRICS WEBSITE WITH ALL DUE CAUTION, AND TO TAKE EVERY PRECAUTION TO ENSURE THE INTEGRITY OF YOUR DATA, HARDWARE, SOFTWARE.
22. Limitations on Cannametrics’ Liability
No Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, IN THESE CAPITALIZED SECTIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE USE, NON-USE, OR INSTALLATION OF THE SERVICES OR ANY SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:
- (i) SENDING, RECEIVING, NOT SENDING, NOT RECEIVING, LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS, DATA, OR TRANSACTIONS ENTERED INTO THROUGH OR USING THE SERVICES;
- (ii) ANY SUSPENSION, CURTAILMENT, RESTRICTION, TERMINATION OR OTHER LIMITATION PLACED ON YOUR USE OF THE SERVICES;
- (iii) ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY, INCLUDING ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS;
- (iv) ANY LOSS OR DAMAGE TO YOUR CONTENT OR OTHER DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF THE SERVICES OR RELATED COMPONENT;
- (v) THE PERFORMANCE OF THE INTERNET OR THE SERVICES;
- (vi) THE CONTENT OR ACCURACY OF ANY MATERIAL, INFORMATION OR DATA (INCLUDING ANY SOFTWARE) RELATED TO THIS AGREEMENT OR VIEWED, DOWNLOADED, ACCESSED OR TRANSMITTED USING, OVER OR THROUGH THE INTERNET OR THE SERVICES, INCLUDING MATERIAL WHICH INFRINGES THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES LAWS OR REGULATIONS;
- (vii) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES, TROJAN HORSES, SPYWARE, SPAM OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH OUR SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.
WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US WILL AT ALL TIMES BE LIMITED, IN AGGREGATE FOR ANY AND ALL CLAIMS ARISING OUT OF, OR RELATED TO THIS AGREEMENT, TO THE LESSER OF ONE HUNDRED DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SERVICE IN THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR HAVE A TRIAL BY JURY FOR ANY MATTER, DISPUTE, PROCEEDING OR ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.
23. Your Indemnification of Cannametrics
INDEMNITY BY YOU. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ALL LIABILITIES, ACTIONS, PROCEEDINGS, CLAIMS, CAUSES OF ACTION, DEMANDS, DEBTS, LOSSES, DAMAGES, CHARGES AND COSTS, INCLUDING REASONABLE LEGAL COSTS, ANY AMOUNT PAID TO SETTLE ANY ACTION OR TO SATISFY A JUDGMENT AND EXPENSES OF ANY KIND AND CHARACTER WHATSOEVER INCURRED BY US RELATING TO OR ARISING FROM (A) ACCESS TO OR USE, BY YOU OR PERMITTED BY YOU, OF THE SERVICE OR YOUR ACCOUNT, OR (B) ANY OF YOUR ACTS OR OMISSIONS, INCLUDING BREACH OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY VIOLATION OF THIRD PARTY RIGHTS.
24. Governing Law and Forum for Disputes
If there is any dispute between You and Cannametrics about or involving the Website or the Service, by using the Website or the Service, You agree that the dispute shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of British Columbia in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Website, or its Service howsoever arising, provided always that Cannametrics may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.
Interpretation. In this Agreement, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs shall also include any successor or replacement websites containing substantially similar information as the referenced website(s).
Severability. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.
Waiver of Rights and Remedies. Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between You and Us nor trade practice shall act to modify any provision of this Agreement. Our rights, powers and remedies in this Agreement, including without limitation the right to suspend, restrict or terminate any Service, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.
Assignment and Inurement. We may at any time assign Our rights and obligations under this Agreement, in whole or in part, without notice to You. You may not assign this Agreement without our prior, written consent. This Agreement will inure to the benefit of and bind You and Us and our respective personal and legal representatives, successors and permitted assigns.
Limitation Period. Any cause of action You may have with respect to this Agreement or the Services must be commenced within one year after the claim or cause of action arose, or it shall be barred.
Relationship. You agree that no joint venture, partnership, employment or agency relationship exists between us and You as a result of this Agreement or use of any Services.
Force Majeure. Neither party shall be responsible for a failure to fulfil its obligations under this Agreement or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of God, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit.
Survival. All covenants, agreements, representations and warranties made in this Agreement shall survive Your acceptance of this Agreement and the termination of this Agreement. Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation all sections herein.
Entire Agreement. This Agreement, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement between Us and You with respect to the matters referred to in this Agreement and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between Us and You with respect to such matters.
Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soinet rédigés en anglais.
26. Contact Us
If You have any questions or suggestions about our Terms and Conditions, do not hesitate to contact Us at [email protected]