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Terms of Service
CANNAMERX TERMS OF SERVICE Updated on 2019-04-17 These Terms of Service (referred to as the “AGREEMENT”) provide the legally binding terms and conditions which are applicable to the access and use of the Cannamerx Platform and the Service (as defined below) made available by 3955 Trading Corp Inc., a corporation having a place of business at 900-251 Laurier Ave, Ottawa, ON, Canada, K1P 5J6 (referred to in this document as “we”, “us” or “Company”) by you (referred to in this document as “you” or “User”). This Agreement constitute an agreement between you and us. Therefore, we encourage you to carefully familiarize yourself with the content of this Agreement. By accessing or using the Platform and the Service you confirm that you have read and understood the Agreement and any other documents referred to in this Agreement, including without limitation our Privacy Policy, and that you agree to be bound by the Agreement. You represent and warrant that you are lawfully able to enter into contracts on behalf of YOUR COMPANY and to abide by them and that you have fully read and understood the Agreement. Your access to and use of the Platform and the Service constitute your acceptance of the Agreement. Consequently, if you do not accept or understand the Agreement, please do not ask Company staff to register you as a user, or attempt to access or use the Platform or the Service. If you do not agree to the Agreement, you are not entitled to access and use the Platform or the Service. APPLICABILITY TO USAGE OF DEMO AND DEV SERVERS Any provisions of the Agreement referring to payments, fees, delivery of product, or other commercial obligations – in particular sections 4, 5, 6, 7, 8, and 10 – do NOT apply to usage of the development (https://dev.cannamerx.com) or demo (https://demo.cannamerx.com) platforms. All other sections, in particular sections 9, and 11-17 remain in effect for all platforms, including development (https://dev.cannamerx.com) and demo (https://demo.cannamerx.com) platforms. 1. DEFINITIONS In this Agreement, the terms listed below have the following meaning, regardless of whether they are used in the singular or plural. “Account”: the section on the Platform containing the personal and corporate details that User has provided to Company to register for the Service, and which is administered by Company. “Applicable Law”: (i) any domestic or applicable foreign statute, law (including the common and civil law and equity), constitution, code, ordinance, rule, regulation, restriction, regulatory policy or guideline having the force of law, by-law (zoning or otherwise) or order, (ii) any consent, exemption, approval or licence of any Governmental Authority, and (iii) any policy, practice, guidance document or guideline of, or contract with, any Governmental Authority. “Auction”: an automated online auction of Lots on the Platform of the Forward Auction type. “Authorized Cannamerx User”: an individual authorized by the User to engage in commercial transactions on behalf of the User, in particular the purchase or sale of Products, and who is permitted to engage in such transactions under Applicable Laws. “Award”: the fully automated message to both the Buyer and the Seller that a Transaction has been completed and that the Lot has been bought by the Buyer at either the Highest Bid or Instant Purchase Price, as the case may be. The Award contains a summary of User Material describing the Lot, as well as the Buyer and Seller contact information (business address, phone number, and email) to allow both the Buyer and the Seller to contact each other in order to execute the Transaction. “Bid”: a Buy Bid. “Bid Proposal”: a proposal made by the Seller to accept the highest Bid received on an auctioned Lot. “Buy Bid”: the amount a Buyer offers for a Lot, exclusive of shipping charges, and of any applicable taxes that may be due. “Buyer”: a user who concludes a Transaction with a Seller through the Platform. “Cannabis”: has the meaning set out in Schedule 1 of the Cannabis Act [Canada; https://laws-lois.justice.gc.ca/eng/acts/C-24.5/FullText.html] “Cannabis Products”: Cannabis products supplied to Buyer by the Seller and which are delivered in either (a) harvested and bulk packaged form; or (b) bulk packaged cannabis extract form; or (c) finished, packaged (bottled), and labeled cannabis oil. “Commission”: means the Seller’s Commission. “Designated Observer”: an individual identified by the User to be given access to the Platform on behalf of the User, but who is not authorized by the User to use the Platform to conduct commercial transactions on behalf of the User. “Encumbrance”: means any encumbrance of any kind whatever (registered or unregistered) and includes any security interest, mortgage, conditional sale, lien, hypothec, pledge, hypothecation, assignment, charge, security under section 426 or section 427 of the Bank Act (Canada), trust or deemed trust (whether contractual, statutory or otherwise arising), any adverse claim, or joint ownership interest, any grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatever affecting Products or the use of any thereof, any covenant or other agreement, restriction or limitation on the transfer of Products or the use thereof, or a deposit by way of security or an easement, restrictive covenant, limitation, agreement or right of way, restriction, preferential arrangement, encroachment, burden or title reservation of any kind, or any rights or privileges capable of becoming any of the foregoing. “Forward Auction”: an auction process in which a Seller offers a Lot and Buyers compete to purchase the Lot by offering an increasingly higher Price for it. “Governmental Authority”: (i) any court, judicial body, tribunal or arbitral body, (ii) any domestic or foreign government whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatever, including Health Canada, (iii) any subdivision or authority of any of the foregoing, (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, (v) any supranational or regional body such as the World Trade Organization, and (vi) any stock exchange. “Industrial Hemp”: has the meaning set out in Section 2 of the Industrial Hemp Regulations (Canada), namely “industrial hemp means a cannabis plant — or any part of that plant — in which the concentration of THC is 0.3% w/w or less in the flowering heads and leaves.” “Industrial Hemp Products”: Industrial Hemp products supplied to Buyer by the Seller and which are delivered in harvested, tested, dried and bulk packaged form. “Information”: the material and information that Company places on the Platform or makes accessible through the Platform. Information does not include User Material. “Instant Purchase Price”: the price set by the Seller at which a Buyer may buy the Lot immediately, thereby concluding the Auction and receiving the Award. “Licensed Company”: the holder of a license issued by Relevant Regulatory Agency, to buy and/or sell Products to another Licensed Company, or any company similarly authorized in the jurisdiction of the company’s country of operations. “Lot”: a specified amount of Products available for purchase in a Forward Auction on the Platform. A lot must always be homogenous, ie: not consist of different types of Products, or multiple units of the same type of Products, but from different strains, unless blended into a single uniform lot, such as milled dried flower, trim, resin, oil, or isolate. Users are encouraged to package all units offered in a lot in a uniform format. “Sell Offer”: A Lot available for purchase in a Forward Auction. “Platform”: Company’s online digital environment known as Cannamerx and accessible at https://trade.cannamerx.com, which enables Users to access and use the Service. “Price”: the amount of the highest Bid or the Instant Purchase Price, which the Buyer owes the Seller, not including any Commissions or applicable taxes or dues. “Product(s)”: where capitalized, refers to either Cannabis Product(s) or Industrial Hemp Product(s), or both, as applicable to the Lot in question. “Relevant Regulatory Agency”: any supra-national, national, provincial or local regulatory agency, department, bureau, commission, council or other Governmental Authority involved in or responsible for regulation of the possession, production, cultivation, packaging/labeling, testing, importing, exporting, storing, selling, delivering, transporting, distributing and destroying of Products intended for human use in the Seller’s and Buyer’s operating jurisdiction(s), including the jurisdiction of Canada, and Canada’s federal department of Health Canada. “Reserve”: the minimum sale price that a Seller has indicated they wish to receive for the Lot. “Seller”: User who concludes a Transaction with a Buyer through the Platform. “Seller’s Commission”: the percentage of the Price that the Seller pays Company upon Award for the use of the Service, which may be increased by any applicable taxes. The amount of the Seller’s Commission is communicated to Seller by Company through the Platform. “Service”: the online auction service that Company offers through the Platform, that users can use to sell or buy Lots using an online, computer-based and automated auction system, as well as related ancillary services. “Transaction”: the contract concluded through the Platform between the Seller and the Buyer with respect to the purchase, by a Buyer, and the sale, by a Seller, of a Lot. “User”: the legal entity holding an Account on the Platform to use the Service. The User will designate an individual as Authorized Cannamerx User to act as the legal representative who has been authorized by the User to engage in commercial transactions on the platform on behalf of the User. “User Material”: information provided by a User and stored on the Platform or that a User makes publicly accessible using the Platform including – but not limited to – Lots, descriptions of Lots, photographs, specifications, opinions, messages, offers and/or announcements. 2. APPLICABILITY AND CHANGES TO AGREEMENT 2.1. Company is entitled to amend or supplement this Agreement at any time. The most up-to-date version of this Agreement can be found at https://trade.cannamerx.com. It may also be brought to User’s attention during access to and use of the Service. Company will notify User, either by email or through other means of communication if an amendment or a modification of this Agreement affects User’s rights or obligations. Company may also notify User of any modification or amendment of this Agreement by clearly displaying the changes on the Platform’s homepage. Company will notify User at least forty-five (45) calendar days in advance of any substantive changes to the Agreement before they take effect, except in the case of 1) where changes implemented to protect the rights and interests of Cannamerx users, or 2) where the changes concern new features or services introduced by the Company, in which case changes take effect immediately upon publication. 2.2. If User continues to use the Service after this Agreement has been amended or supplemented, User thereby irrevocably accepts the amended or supplemented Agreement. If User does not wish to accept the amended or supplemented Agreement, User’s only option is to stop using the Service and request the Company to delete his Account. 3. GENERAL 3.1. The Service provided by Company allows Sellers to sell Lots directly to Buyers and to Buyers to purchase Lots directly from Sellers. Company only plays a facilitating and supporting role by providing the Service and making the Platform available to Users. Company has no control over the quality, safety, lawfulness or correctness of the Lots that are offered, nor the Sellers’ and Buyers’ authority to sell or purchase Lots. 3.2. Amended or supplementary rules other than those of this Agreement may apply in respect of the purchase and/or sale of some Lots. Such rules will be set out on the Platform in respect of the Lot in question. 3.3. Notwithstanding any other provision of this Agreement, User acknowledges and accepts that each Lot is the property of a Seller and not of Company. No Transaction is concluded between Company and a Buyer or a Seller, and Company is not party to the transfer of ownership in a Lot from the Seller to the Buyer. 3.4. In case of a dispute or a threatened dispute between a Seller and a Buyer, Company will be entitled, in order to secure its own rights and those of other Users, to suspend the Accounts of the Users involved, at its discretion. 4. REGISTERING FOR SERVICE 4.1. In order to make use of the Service, User must have an Account on the Platform. The Account is created by Company, using information provided by User. User represents and warrants Company that the information User has provided to Company for this purpose is complete, truthful and up-to-date. User will be provided a username and a temporary password during the registration, which will give User access to the Account. The Account will be activated as soon as User replaces the temporary password with his or her own and Company confirms the same via email. 4.2. User is not permitted to create an Account in the name of another person or to provide false information. User may not log in to the account of another user or allow other persons to log in to User’s Account. 4.3. User is responsible for keeping his or her username and password combination secret. User is liable for all uses of the Service using his or her username and password and User agrees to indemnify, defend and hold Company harmless from any damages that results from use or misuse of User’s Account. Company is entitled to assume that User is the actual party that logs on to the Service using User’s credentials. 4.4. User must notify Company as soon as User knows or has reason to suspect that his or her Accounts credentials have become known to unauthorized parties. This does not limit User’s obligation to immediately take effective measures, such as changing the password to access his or her Account. Failure to do so will be considered a violation of the Terms of Service. 4.5. Only legal representatives of a Licensed Company may become Authorized Cannamerx Users. Users must confirm their legal right to buy, sell, or possess Products in general, and the particular form or forms of Products that make(s) up a Lot, before offering a Lot for sale, before bidding or offering to purchase a Lot, or before purchasing a Lot. Company reserves the right to suspend or cancel the Account of User if Company believes the User does not represent an entity that the Company considers a Licensed Company. 4.6. Company reserves the right to change registration and access procedures, access credentials and/or certain User information if it considers it necessary to do so in the interest of Company, third parties or the operation of the Service, and will advise the Users of such. 4.7. Information, including personal information, provided by User for the creation of an Account will be stored, processed and handled in accordance with Company’s PRIVACY POLICY and the applicable laws and regulations. 5. OFFERING LOTS 5.1. User must provide Company with certain information which will be stored as part of User’s Account on the Platform, including User’s address, to be able to sell or buy Lots through the Service. This information will only be disclosed to the other party in a Transaction (i.e. - Buyer or Seller, depending on the situation) after the Auction is closed as part of the Award. 5.2. When User offers a Lot, User must clearly and comprehensibly provide information regarding the Lot being offered as specified on the Platform. As per Section 1.15 of this Agreement, offering of non-uniform Lots is not allowed. 5.3. Company is neither responsible nor liable towards other Users for the description of Lots, including User’s information and statements referred to in Article 5.2. User warrants that the Lot’s description will be accurate and hereby commits to indemnify Company against any claims brought by other users in connection with any deviation between a Lot and its description on the Platform. 5.4. User may withdraw Lots up until the time they have been published on the Platform and the Auction actually commences. After that time, User will no longer be permitted to change the conditions attached to the offer or withdraw the Lot from the Auction process. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING PROVISION, A SELLER NONETHELESS REQUESTS THE WITHDRAWAL OF A LOT FROM AUCTION, SUCH SELLER WILL BE FULLY LIABLE FOR ANY DAMAGE CAUSED THEREBY. 5.5. User will not offer a Lot auctioned on the Platform through other channels while the Auction for such Lot is not completed. 5.6. Further to conditions outlined in Section 5.5, the User guarantees that Lots offered via the Service are unencumbered and that there are no third parties that can claim rights to said Lots, and that the sale of these Lots via the Service does not infringe or conflict with any right of third parties. 5.7. Further to the conditions outlined in Section 5.4, in the event of the Seller withdrawing a Lot (i.e. cancelling an open auction) that has received Bids in the amount at or above the Reserve Price, the Company reserves the right to share the Seller’s contact information with any of the Buyers who have placed Bids in the amount at or above the Reserve price the Seller has set on the Lot in question. 6. ONLINE AUCTION PROCEDURES 6.1. User is obliged to comply with all reasonable directions and instructions with respect to the use of the Service that are given by or on behalf of Company. Company will decide what will be done if situations arise in respect of an Auction that are not provided for in this Agreement and/or in the event that a dispute between User and other users of the Service or other irregularities arise. 6.2. Company is always entitled before, during and after completion of an Auction, to temporarily or permanently suspend the User’s ability to offer or bid on Lots if it finds the User in violation of the Terms of Service, or has acted in bad faith, or if User’s legal right to trade Products has changed so that it cannot honor its obligations to other Users. 6.3. It will only be possible to participate in an Auction during the period mentioned on the Platform. User can use the ‘automatic bidding’ function, so that Bids will be made automatically without any further action on the part of User up to a maximum amount set by User. The automated Bid increment amount, up to the maximum Bid amount, is indicated on the Platform. 6.4. Every Bid will be deemed to have been made by the user whose Account was used to make the Bid. Thus, the User is always bound towards other users – Sellers or Buyers – for the Bids that are made using his or her Account, irrespective of who was actually using User’s Account. 6.5. User acknowledges and agrees that in a Forward Auction, in the event that a Reserve has been set by the Seller, no Transaction will be concluded in the event that the highest Bid is lower than that Reserve. 6.6. Except in specific situations described within an Auction, every Bid will be unconditional and irrevocable, regardless of whether or not User uses the ‘automatic bidding’ function. User may not invoke any typographical errors or mistakes. 6.7. A Seller is not permitted to bid on their own offers, i.e.: to make a Buy Bid on such Seller’s Lots and/or to instruct other Users to make such Buy Bids. 6.8. A Transaction will be deemed concluded upon communication of the automatic Award message to both the Buyer and Seller in an Auction. Company is not a party to the Transaction. 6.9. Supplementary conditions that apply with respect to offering Lots and/or making Bids may be stipulated on the Platform and/or in messages and/or emails from Company that will have been communicated to the Users prior to the beginning of the Auction. 6.10. In the case of User error, Company reserves the right to make changes to Auction conditions on the User’s behalf prior to the time of receipt of bids in the amount above the Auction’s reserve price, subject to conditions outlined in Sections 6.11 and 6.12. 6.11. Changes to the Reserve (the Auction minimum sale price) may only be made prior to the time of receipt of any Bid. 6.12. At the request of the Seller, Company reserves the right to close an auction early, with 24 hours’ notice to all Users. 6.13. If an Auction closes without resulting in a Transaction, but succeeds in soliciting at least one Bid below the Reserve Price, the Seller has twenty-four (24) hours from the close of bidding to make a Bid Proposal, thus offering to accept the highest below Reserve Bid. Upon receiving a Bid Proposal, the Buyer that placed the highest below Reserve Bid will have twenty-four (24) hours to accept the Bid Proposal. Should the Buyer accept the Bid Proposal, they will instantly receive the Award, and thus enter into a Transaction with the Seller. If they Buyer does not accept the Bid Proposal within twenty-four (24) hours, the Bid Proposal will expire, thus releasing the Seller from their obligation to follow-through on the Bid Proposal. 7. PAYMENT 7.1. After the Online Auction has ended, the Platform will transmit the automatic Award to the Buyer, which will contain an overview of the Lot or Lots that has been purchased, the Price due, excluding any shipping costs, and any taxes that may be due, and the name, address, email, and phone number of the Seller. At the same time, the Seller will be communicated the contact information of the Buyer (name, address, phone number, and email), as well as the Seller’s Commission. Company will not be responsible for the Transaction from this point forward. It is the responsibility of the Buyer to pay the Seller for the Lot and of the Seller to deliver the Lot to Buyer, without any further involvement of the Platform. 7.2. Company will invoice the Commission that is due to each particular Seller for an Auction within thirty (30) days of the conclusion of the said Auction, plus any applicable taxes. 7.3. If User fails to pay a Commission due within ninety (90) days of receipt of the invoice, User will automatically be in default hereunder, without any notice of default being required. As from the time at which User is in default User will owe interest at the rate of BANK OF CANADA PRIME INTEREST RATE + 5%. Company will be entitled to pass on payment claims to a third-party collection agency, in which case the defaulting User will owe any and all collection costs that Company incurs in connection with the late payment. Company also reserves the right to suspend User’s access to the Platform until User has paid in full all outstanding amounts. 7.4. Cancellation of the Transaction on any grounds after the Award has been issued will not affect User’s obligation, being the Seller or Buyer depending on the circumstances, to pay a Commission. 7.5. In the event of cancellation of a Transaction as a result of the Buyer’s failure to comply with his payment obligation towards the Seller, the Buyer will be liable for any and all damage and costs that Company sustains and/or incurs as a result, which in any event will include the amount of any Commission that Company will have missed out on, which will then be due, for that cancelled Transaction, not by the Seller, but solely by the Buyer. 8. DELIVERY AND ACCEPTANCE OF LOTS 8.1. Unless the Buyer and the Seller agree otherwise, the terms of sale of Transactions are Ex Works, Seller location, which means that the Seller will be responsible for packaging the sold Products and making it available to the Buyer for pickup at Seller’s premises. The Buyer will be responsible to pay for shipping through a company designated by the Buyer, in accordance with the regulations set in place by the Relevant Regulatory Agency, and, if applicable, the relevant laws and regulations in the jurisdiction of the Buyer company’s country of operations, and any other provincial, international, or other regulations applicable to the Transaction, as well as any other conditions that the Seller may have communicated in advance. 8.2. In the event that the Seller fails to comply for any reason with Seller’s obligation to deliver the purchased Lot(s), even after Seller has been given a thirty (30) days written notice of default, the Seller will be in default at the expiry of the thirty (30) days and the Buyer will be entitled to cancel the Transaction. In such a case, the Buyer may contact Company and Company will investigate such alleged breach by the Seller of this Agreement. In that context, the Seller’s obligations will include compensating the Buyer for any damage that may have been caused by the Seller’s failure to comply with his obligations towards the Buyer, without prejudice to any other right. 8.2.2 In the event that the buyer fails to comply for any reason with Buyer’s obligation to accept delivery of the purchased Lot(s), even after Buyer has been given a thirty (30) days written notice of default, the Buyer will be in default at the expiry of the thirty (30) days and the Seller will be entitled to cancel the Transaction. In such a case, the Seller may contact Company and Company will investigate such alleged breach by the Seller of this Agreement. In that context, the Buyer’s obligations will include compensating the Seller for any damage that may have been caused by the Buyer’s failure to comply with his obligations towards the Seller, without prejudice to any other right. 8.3. Cancellation of the Transaction pursuant to Article 8.2 will not affect the Seller’s obligation to pay the Seller’s Commission to the Company. 8.4. In the event of cancellation of a Transaction as a result of the Seller’s failure to comply with his obligation to deliver pursuant to Article 8.2, the Seller will be liable for any and all damage and costs that Company sustains and/or incurs as a result. 8.5. In the event of cancellation of a Transaction as a result of the the Buyer’s failure to comply with his obligation to accept delivery of a Lot pursuant to Article 8.2.2, the Buyer will be liable for any and all damage and costs that Company sustains and/or incurs as a result, which in any event will include the amount of any Commission that Company will have missed out on. 8.6. Any complaints and disputes between the Seller and the Buyer must be reported to Company as quickly as possible. Company is not party to any dispute between Seller and Buyer. Seller and Buyer may request Company to act as a mediator, and Company may decide to agree to that request under terms agreed upon by the Seller, Buyer, and Company. In any case, Company will not be liable to compensate any damages or pay any other compensation to the Buyer or the Seller as a result of a dispute between the Buyer and Seller. 8.7. Notwithstanding the provisions of Article 8.2 and 8.5, in case Lot(s) received by the Buyer are demonstrably damaged or contaminated, which will have been properly documented, and the Seller has accepted to cancel the Transaction, restock the affected Lot(s) and refund the purchase price to the Buyer, Company will refund the Commissions paid by the Seller upon receipt of written proof (i) from the Seller that the affected Lot(s) have been returned and received by the Seller and (ii) from the Buyer that the purchase price for the affected Lot(s) has been reimbursed by the Seller to the Buyer. 8.8. Sellers may not disclose to third parties the identity of the buyer they have sold Products to, unless required to do so by law or regulation, a Relevant Regulatory Agency, a court order, or with the express permission of the buyer. Buyers may not disclose to third parties the identity of the seller they have bought Products from, unless required to do so by law or regulation, a Relevant Regulatory Agency, a court order, or with the express permission of the seller. 8.9. No User shall disclose to a third party the identity of any other User of Cannamerx, unless required to do so by law or regulation, a Relevant Regulatory Agency, a court order, or with the express permission of the User in question. 9. USE OF THE SERVICE 9.1. Each use of the Service and the Platform is for User’s sole account and at the risk and responsibility of the User. 9.2. In using the Service, User is obliged to comply with all applicable Canadian laws and regulations in respect of - including but not limited to – User’s activities with regard to the bidding on, offering, purchasing and selling of Lots via the Platform, and in particular with (but not limited to) the regulations set in place by the Relevant Regulatory Agency on the buying and selling of Products, or – in the case of international transactions - any domestic regulations of the User’s country of operation and any relevant international and foreign laws. 9.3. User will not process personal data of other users without express permission from such users, such as including users in a mailing list or approaching them without express permission. User will not use the contact data of other Users to send them unsolicited communications. 9.4. In using the Service, User guarantees that User will: i. access the Platform solely by means of a natural person, i.e. the Authorized Cannamerx User or the Designated Observer, operating a web browser to navigate the graphical user interface provided by the Company. ii. not deploy viruses, Trojan horses, worms, or use bots or other software or technical tools that can damage the Service or the Platform, or can make the Service or Platform inaccessible or are intended to circumvent technical protective measures or impair the Service’s or the Platform’s performance; iii. not perform any actions that put strain on the infrastructure of the Platform or that can hinder the functionality of the Platform; iv. not use applications that monitor the Platform or the Service or copy or “scrape” parts of the Platform or the Service. 10. COMMISSION PAYMENTS 10.1. Commission payments are due when invoiced after the conclusion of an Auction, with specific terms communicated to the Seller as of the invoice sent by Company to the User as provided in sections 7.2 and 7.3. 10.2. Company reserves the right to suspend User’s rights to take part in Auctions if User is in default of payment to Company. 10.3. Commission payments and terms are outlined in the Commission or Fee Schedule (Section 19). 11. USER MATERIAL 11.1. User understands and accepts being responsible and accountable for User Material placed on the Platform or made using the Service. 11.2. By placing User Material on the Platform or making it available via the Service, User guarantees that: i. User is authorized to do so and entitled to grant the rights to Company as referred to in this Agreement. ii. User Material that User makes available through the Platform: a. Is not misleading; b. Does not contain personally identifiable information concerning third parties; c. Does not have a negative effect on the reputation or good name of Company, its affiliates and their respective employees, directors, shareholders and agents; d. Does not breach any laws or regulations applicable in the jurisdiction of the User company’s country of operations, or this Agreement, and does not infringe any rights of third parties, including contractual rights, intellectual property rights, privacy rights or is otherwise illegal or unlawful. iii. Company will not be obliged to pay any amount to anyone as a result thereof. 11.3. User understands and accepts that User Material of other users is not checked and/or reviewed by Company. Company has the right, but no obligation nor responsibility to review User Material posted on the Service and will bear no liability in that regard. 11.4. If User believes certain User Material is unlawful, User can report this to Company by writing an email to reports@cannamerx.com. 11.5. Company retains the right to remove offensive, illicit, illegal or infringing User Material from the Platform if it sees reason to do so, without accepting any responsibility or liability for its content, without being held liable for any damage and without being obliged to pay any compensation further to the removal. This provision does not affect Company’s other rights and authorities and Company retains the right to take other (legal) measures, including - but not limited to - providing User's personal data to third parties. Company shall not otherwise make any changes to information, such as the Reserve, User Material, and physical or chemical properties of the Cannabis offered for sale, unless requested by the Seller, subject to the conditions outlined in Sections 6.9 through 6.12. 12. INTELLECTUAL PROPERTY RIGHTS 12.1. The intellectual property rights in respect of the Platform, the Service and the Information, including - but not limited to - any and all copyright, patents, trademarks, trade-secrets and other similar rights anywhere in the world in the texts, images, design, photos, software, code, technology, audiovisual material and other material will at all times rest with Company and its licensors. 12.2. Subject to the conditions as set forth in this Agreement, Company grants User a limited, personal, revocable, non-exclusive, non-sublicensable, and non-transferable right to access and use the Platform and the Service and to view the Information in the manner and in the format as it is made available via the Platform during the term of this Agreement. 12.3. It is expressly not permitted to copy or publish the Service, the Platform, User Material not originating from User and/or the Information and/or other data, or to use the above for direct or indirect commercial purposes or for any other purpose than the purposes stated in this Agreement, unless Company or the relevant rights holders have given their express and written permission for that purpose. 12.4. Unless expressly permitted under applicable law, User is not permitted to decompile or reverse engineer the Service, the Platform and/or their source or object code(s) or to access and use the Platform and the Service to develop and build a competing product, software or service. 12.5. It is not permitted to remove, hide, or change Company’s intellectual property notices or statements or to make them illegible. 12.6. Nothing in this Agreement is intended to transfer to User any intellectual property rights of Company or its licensors. User will not perform any actions that can infringe the intellectual property rights of Company or of third parties, such as registering domain names, brands or Google AdWords, search terms (keywords) that are similar or identical to any trade-mark, registered or not, of Company. 12.7. The intellectual property rights in respect of the User Material, any and all copyright, patents, trademarks, trade-secrets and other similar rights anywhere in the world in their products, lots, images, design, photos, software, code, technology, research, audio-visual material, and other material will at all times rest with the respective User and its licensors. 12.8. Nothing in this Agreement is intended to transfer to Company any intellectual property rights of User or its licensors. Company will not perform any actions that can infringe the intellectual property rights of User or of third parties. 12.9. User gives permission to Company to use any User material in so far as it is necessary to perform the functions of the platform, and retain it for internal record keeping even in case User decides to cancel their Account. Company further retains the right to use all data related to User’s past Offers and Bids for data analysis and may choose to publish data thus created without User’s further permission. 13. REPORT OF ALLEGEDLY UNLAWFUL MATERIAL 13.1. Company is not liable for any damages in connection with the unlawful use of the Platform or the Service. Company is only obliged to remove unmistakably unlawful User Material after receipt of a report, under the conditions indicated below. 13.2. Company has determined a procedure by means of which the presence on the Platform or the accessibility via the Platform and/or the Service of allegedly unlawful User Material or an allegedly wrongful act can be reported to Company by email to reports@cannamerx.com. 13.3. Company retains the right to refuse to grant a request to block or remove User Material or discontinue an activity if it has valid reasons to doubt the correctness of the report or the legitimacy of the evidence submitted or if a balancing of interests does not require that of Company. In that context, Company can for example require a decision of a competent court, or a decision by a competent regulatory agency, which decision shows that User Material in question is unlawful. 13.4. Company will in no way be a party to a dispute between User and any third party, including another user of the Service, that makes such a report. 13.5. If User reports allegedly unlawful materials, User agrees to indemnify Company and all its affiliates as well as their respective management, directors, employees, representatives and legal successors against any claim by third parties in connection with the blocking or removal of such materials or the discontinuation of activities if said report proves to be unfounded. In case the report proves to be unfounded, the User is responsible for all damages Company suffers, may still suffer, and all costs Company has and continues to incur in connection with said report, including - but not limited to - the compensation of reasonable costs of counsel. The indemnification also relates to all damage Company suffers, may still suffer or the costs Company must incur in connection with such a claim, including - but not limited to - the compensation of reasonable costs of counsel. 13.6. The company respects and protects the privacy of the parties reporting allegedly unlawful materials and will proceed to investigate the report without divulging the identity, or other information that would allow the reported to identify the reporter, to any other party. All personal information provided to Company in the context of such a report will be handled confidentially and solely be used to handle the report, except in the event Company is forced to disclose such information by governmental, judicial or law enforcement authorities or to legally enforce its rights. 14. LIMITATION OF LIABILITY 14.1. Company will not be liable for any damages suffered by User resulting from the provision of the Service including, but not limited to, damages resulting from or in connection with the use of the Platform or the Service or any breach of any applicable law resulting from the consummation of a Transaction initiated through the Service. In addition, Company will not be liable for any damages suffered by User as a result of the conclusion of a Transaction including, but not limited to, damage that ensued because User concluded a Transaction on unfavorable terms or for any damage resulting from usage of Products. 14.2. IN NO EVENT WILL COMPANY’S TOTAL AND AGGREGATE LIABILITY TO USER FOR ANY DAMAGES OF ANY KIND OR NATURE, HOWSOEVER ARISING, EXCEED THE AMOUNT OF COMMISSIONS ACTUALLY RECEIVED BY COMPANY FROM USER DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF DISCOVERY OF THE EVENT GIVING RISE TO A CLAIM. THIS LIMITATION WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACTUAL, EXTRA-CONTRACTUAL OR ANY OTHER LIABILITY THEORY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, COST OF PROCURING SUBSTITUTE SERVICES, BUSINESS INTERRUPTION, LOST BUSINESS OR LOST DATA, OR ANY OTHER ECONOMIC LOSS, OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OR EXPENSES, EVEN IF COMPANY HAS BEEN ADVISED OF OR COULD REASONABLY FORESEE THE POSSIBILITY OF ANY SUCH DAMAGE OCCURRING. HOWEVER, IN NO CASE CAN THE COMPANY LIMIT ITS LIABILITY TOWARDS A USER IN CASE OF ANY FORM OR TYPE OF LOSS, DAMAGES SUFFERED OR ANY OTHER CLAIMS FROM A USER RESULTING FROM ITS GROSS NEGLIGENCE OR BAD FAITH OR A WRONGFUL ACT OF THE COMPANY. 14.3. As a condition for the creation of any right to compensation hereunder, User must report the damage to Company in writing as soon as possible after the discovery of the damage. Each claim for compensation against Company will expire by the mere lapse of EIGHTEEN (18) months after the discovery of the damage giving rise to a claim. 14.4. This provision also covers all companies affiliated with Company as well as their respective management, directors, employees, representatives and legal successors. 15. DISCLAIMER OF WARRANTIES AND INDEMNIFICATION 15.1. Company does not guarantee that the Service and all parts of the Service and/or the Platform will always be available, without interruptions or failures. Failures in the capacity to access the Service can also occur, but not exclusively, because of failures in internet connections or due to other hardware, software or network faults or defects. Company is in no way liable or liable for compensation towards User for any damages arising or resulting from the unavailability, inaccessibility or failure of the Service and/or the Online Platform. 15.2. Company is always authorized, without prior notice, to make procedural, technical, commercial or other changes or improvements to the Service or the Platform, to temporarily suspend the operation of the Service or the Platform or to limit the use of the Service or the Platform if this is necessary in Company’s opinion, for example in the context of maintenance to the Service or the Platform. User accepts that the functionalities of the Service and the Platform may change. 15.3. The Service and the Platform are provided on an ‘as-is’ basis and User accepts that the Service and the Platform contain only the functionalities and other characteristics that User finds at the time of use. 15.4. User acknowledges and accepts the special circumstances that may arise in connection with an Internet auction and the errors that may occur. That includes, but is not limited to, an inability to access the Platform in whole or in part, an inability to place a Bid or to do so in a timely manner, or breakdowns of or defects in the Platform or the underlying hardware, network connections or software. Maintenance work on the Platform or on the underlying system may also prevent access in whole or in part or the ability to place a Bid in a timely manner. In no event is Company liable for any damages that User sustains because of such technical problems or other errors. 15.5. User is liable towards Company for, and will full indemnify, defend and hold Company harmless against, all damage and costs Company suffers or incurs as a result of (i) a breach in the performance of this Agreement by User, (ii) any illegal actions of User in the use of the Service or (iii) a wrongful act of User. All costs incurred by Company and damage suffered by Company that is in any way related to such claims will be compensated by User. 15.6. User guarantees that User Material shared via the Service is unencumbered and that there are no third parties that can claim intellectual property rights to it, as well as that User Material does not infringe or conflicts with any right of third parties and that the use thereof is also not wrongful towards third parties in any other way. 15.7. User will indemnify, defend and hold Company harmless against all claims of third parties, for any reason whatsoever, in respect of compensation of damage, costs, interest, taxes, levies and/or deductions in connection with or resulting from his User Material, his use of the Online Platform, the Service and/or a breach of this Agreement and/or any rights of third parties including, but not limited to, intellectual property rights. 15.8. The indemnification obligations in this provision also benefit companies affiliated with Company as well as their respective management, directors, employees, representatives and legal successors. 16. TERM AND TERMINATION 16.1. User has the right to discontinue the use of the Service and to request that his Account be deleted at any time. Company has the right to refuse the deletion of his Account if User still must comply with some obligations (such as payment or delivery obligations) towards Company or other Users up until these obligations are met. 16.2. If User is in breach with the terms and conditions of this Agreement, Company is entitled, in addition to the other legal or contractual remedies available to Company, to limit or suspend User's activities in connection with the Service or to put them out of operation immediately, in whole or in part, temporarily or otherwise, to discontinue and/or remove User’s Account temporarily or permanently, to issue a warning, to terminate User’s access to the Service. Company will in no way be liable or liable for compensation to User in connection with Company’s exercise of its rights hereunder if exercised in good faith. 17. MISCELLANEOUS, APPLICABLE LAW AND COMPETENT COURT 17.1. This Agreement, the access to and use of the Platform and the Service by User, any disputes following therefrom, as well as all Contracts of Sale between Sellers and Buyers, are governed by the laws of the Province of Ontario, excluding its conflict of laws rules. 17.2. All disputes that arise between User and Company will be submitted to the competent court in the Province of Ontario. 17.3. Company may transfer its rights and obligations under this Agreement to third parties, but will give written prior notice to User before doing so. 17.4. If any provision(s) in this Agreement is/are void or invalid in whole or in part for any other reason, User and Company remain bound to the remaining part of this Agreement. Company will replace the void and/or invalid part (with regard to the specific User or specific situation) by provisions that are valid and of which the legal consequences, in view of the contents and object of this Agreement, are in line with the invalid part as much as possible. 17.5. It is the parties’ intent that this Agreement be in English. Il est de la volonté expresse des parties que ce contrat soit rédigé en anglais. 18. CONTACT 18.1. For questions about the Service, the Platform or this Agreement, you can contact Company via the following contact information at all times: Cannamerx 50 Carroll Street Toronto ON M4M 3G3 Canada Phone: +1.833.420.2269 info@cannamerx.com Social Media Presence: Facebook: @cannamerx Twitter: @cannamerx