VERDA IS NOT A MEDICAL CANNABIS PROVIDER AND DOES NOT ITSELF PROVIDE OR DELIVER CANNABIS FOR MEDICAL PURPOSES TO PATIENTS REGISTERED UNDER THE ACCESS TO CANNABIS FOR MEDICAL PURPOSES REGULATIONS. YOU ACKNOWLEDGE AND AGREE THAT THE VERDA APP AND VERDA’S SERVICES ARE MADE AVAILABLE TO FACILITATE THE ORDERING AND DELIVERY OF CANNABIS OR OTHER PRODUCTS PROVIDED BY VENDORS LICENSED UNDER FEDERAL AND PROVINCIAL LEGISLATION AND REGULATIONS. YOU UNDERSTAND THAT VERDA IS NOT A VENDOR, NOR A LICENSED PRODUCER OF CANNABIS UNDER THE ACCESS TO CANNABIS FOR MEDICAL PURPOSES REGULATIONS OR UNDER THE CANNABIS ACT (CANADA). VERDA OPERATES IN CONJUNCTION AND UNDER THE EXCLUSIVE AUTHORIZATION AND SUPERVISION. OF FEDERALLY LICENSED PRODUCERS OF CANNABIS AND PROVINCIALLY LICENSED PRIVATE RETAILERS AS A THIRD PARTY DELIVERY SERVICE.
This is a legal agreement between Verda Innovations Inc., and all of its subsidiary companies and affiliated legal entities (“Verda” or “we” or “us” or “our”) of 31 McCann Street, Guelph, Ontario, N1G 0A8, and you, either as an individual, a single corporation, or other single legal entity (“you” or “your” or “yourself” and includes “User” or “Users”) as it applies to your use of the Verda mobile application or website (http://verda.ca) (collectively, the “App”) and any other services, features and content which may be offered by Verda (collectively, the “Services”), which facilitate the purchase and delivery of cannabis for non-medical purposes (this “Agreement”).
You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent and you agree your Registration Data (as defined below) is current, complete, and accurate. The Agreement will commence on the date that you complete the installation of the software and/or App.
This Agreement consists of these terms and conditions and any other terms incorporated into this Agreement by reference.
By creating an account, downloading and installing the App, submitting an order or otherwise accessing or using the App, you acknowledge that you have read, understood and agree, without limitation or qualification, to be bound by and to comply with the terms and conditions set out herein. These terms and conditions apply to all Users of both the App and the Services, including without limitation, Users who browse the contents of or purchase Products from the App, business partners, customers, and/or contributors of content. If you do not agree to be bound by this Agreement and to follow all applicable laws, you must cease using the Services immediately. If you do not agree to the terms of this Agreement, you may not use this App and must promptly delete or uninstall this App.
Verda facilitates the ordering by consumers, visitors, end users, or any other person or legal entity, whether as the holders of a personal account, business account, or otherwise of Verda (“User” or “Users”) of cannabis, cannabis products and accessories (collectively, “Products”) offered by federally licensed producers and provincially licensed cannabis retailers through the App and the delivery of such Products through the App.
The information and content contained on the App for informational purpose only and shall in no case be construed as medical, therapeutic, or health advice or recommendations. The Products on the App are offered for adult, recreational, non-medicinal purposes.
Verda and its representatives may collect and use personal information about Users through the App to facilitate the Services provided to you through the App and to allow us to communicate with you (including through the use of commercial electronic messages), to manage your account with us, and to monitor your compliance with this Agreement. You will comply with all privacy laws while using the Services.
You hereby consent to our collection and use of de-personalized technical data and related information, including but not limited to, information about your mobile device, operating system, application software, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and the Services to you related to the App.
You further agree that we may collect and use your location information, personalized technical data, and related information for the purposes of providing the Services through the App.
In consideration of the mutual covenants, and subject to the terms and conditions contained in this Agreement, Verda hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the App to facilitate the provision of the Services (as defined below) to you, in accordance with the terms and conditions of this Agreement (“Permitted Use”). The grant of this license is not a sale of the App. You must comply with this Agreement and applicable laws when using the App and Services. You may not distribute or make the App available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the App or any part thereof and, if you in any way transfer ownership of your mobile device, you must remove the App from the mobile device before doing so. Any use or attempted use of the App other than as expressly permitted under this Agreement is a material breach of this Agreement.
You will download and install the software and/or App from the Apple App Store, or the Google Play Store, as specified by Verda. During the term, Verda may, in its sole discretion, release an updated version of the App (an “Update”). You may receive a notification of the Update through the Apple App Store or the Google Play Store. Any Update will also be considered the App for purposes of this Agreement. If you elect not to install or use any Update, you do so at your own risk.
As a condition of being granted the rights to use the App, you will be required to register an account by providing a scan of a piece of government-issued photo identification (“Photo ID”), first and last name, date of birth, address, phone number, email, and password (the “Registration Data”). The scan of your Photo ID will be reviewed to ensure that you are of the legal minimum age required under federal and provincial cannabis legislation and regulations to purchase cannabis in your jurisdiction. You must provide Verda with accurate, complete, and updated Registration Data. You may not select or use any user identification name of another person or company with the intent to impersonate that person or company. You will not provide any false information or create an account for anyone other than yourself. Verda reserves the right to refuse your registration and reject your Registration Data.
You must have reached the age of majority in your jurisdiction for the purchase and possession of cannabis in order to place orders through the App as a User. You agree that the information you provide to us, at the time of registration or otherwise, will be true, accurate, current, and complete. Upon completion of registering an account, you certify that: (i) you are of the legal minimum age required under federal and provincial cannabis legislation and regulations to purchase cannabis in your jurisdiction; (ii) you will provide true, accurate, current, and complete information about yourself, as required by the registration form; and (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
Any Verda account must be kept secure and you agree that you will not share or disclose your Verda account credentials with anyone. Users will be asked to create a password in connection with your registration for an account. It is recommended that you choose a password that is hard to guess and consists of letters, numbers and symbols. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your account, and you agree to accept responsibility for all activities conducted through your account. You will keep all passwords confidential, and must ensure that all appropriate user and security settings have been selected in the App. You will not allow any third party to access your account or use your password. You may not transfer your account to anyone. We are not under any obligation to verify the actual identity or authority of any person using your account or password and we may act upon any communication that is given through your account or by using your password. If you have reason to believe that your account is no longer secure (such as in the event of a loss, theft or unauthorized disclosure or use of your password, or any credit, debit or card number, if applicable), you agree to immediately notify us. You are solely responsible and liable for all activity conducted through your account in connection with the App. You may be liable for the losses incurred by us or others due to any unauthorized use of your account.
You represent and warrant that you possess the legal right, capacity and ability to agree to this Agreement and use the Services in accordance with this Agreement. If you are an individual, you represent and warrant that you have reached the minimum legal age in your jurisdiction for the possession of cannabis, and that you are in any event at least 18 years old, the federally set minimum legal age to consume cannabis.
Subject to compliance with this Agreement, Verda grants Users the ability to use the App to create an account, view product descriptions, place orders, post reviews, view location of nearby provincially licensed cannabis retail stores, and view the inventory of nearby provincially licensed cannabis retail stores.
You expressly acknowledge that the App is for residents living the jurisdiction of Canada, where the recreational use of cannabis is permitted under the Cannabis Act .
You expressly acknowledge that the App is subject to the jurisdiction in which it operates. Users acknowledge that they will adhere to the provincial legislation and regulations in their jurisdiction for the use, possession, cultivation, transportation, and distribution of recreational cannabis in such jurisdiction.
Verda retains the right, at its sole discretion, to deny access to anyone to the App or the Services, at any time and for no reason (or no reason at all), including, but not limited to, for violation of this Agreement or use other than the Permitted Use. You will cease and desist from any such access or use of the App or Services immediately upon request by Verda.
The App and/or Services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the App constitutes an offer or solicitation or buy or sell any Products or Services to anyone in any jurisdiction in which such an offer or solicitation may be prohibited by law.
Upon your acceptance of this Agreement, we will:
permit you to access and use the most current version of the App for your Permitted Use under and in accordance with this Agreement; and
provide you with ongoing updates to the App as we consider necessary in our sole discretion.
Subject to the terms and conditions of this Agreement, we will provide the following services (collectively, the “Services”):
permit Users to access and use the App in accordance with the terms and conditions of this Agreement;
provide a detailed listing, including a product description and price of each cannabis product available for sale;
facilitate the order request and payment for the cannabis product; and
facilitate the delivery of all cannabis orders made through the App.
Verda may use third party contractors to provide some or all of the Services. Such contractors will be subject to compliance with this Agreement.
Additional guidelines or rules may be applicable to your use of specific Services and features of the Services. If there is a conflict between the terms and conditions of this Agreement and those of another agreement you may have with us in respect of your use of specific Services and features of the Services, the terms and conditions of the other agreement will apply in respect of your use of such specific Services and features of the Services.
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued use of the Services after the posting of changes constitutes your binding acceptance of such changes. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement in place at the time the dispute arose.
You acknowledge and agree that we may update the Services with or without notifying you. Such updates shall be subject to the terms and conditions of this Agreement.
We do not make any representations or warranties regarding the information you receive through the App. Subject to the terms and conditions of this Agreement, you are solely responsible for all communications, orders, payments and other interactions over the App.
You will pay all fees associated with each order. All fees are subject to taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services. Fees may be subject to amendments should the delivery location be changed. You will keep your contact information, billing information and credit card information (where applicable) up to date.
You authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Further, if you are paying by credit or debit card, you authorize us, or any other company that acts as a billing agent for us, to charge your credit card or bank account for all fees payable.
The Products and/or Services made available for purchase through the App are limited to Products available legally for purchase through federally licensed producers and/or provincially licensed private retailers, licensed under applicable federal, provincial, and municipal legislation and regulations.
The Products and/or Services made available for purchase through the App are subject to change or discontinuance at any time without notice to you, at our sole discretion.
We reserve the right to remove or limit the quantities of any Products made available on the App for sale. We further reserve the right to limit the sales of our Products or Services to any person, geographic region or jurisdiction.
All Products or Services descriptions are subject to change at any time without notice, at the sole discretion of us. We may exercise any of the rights reserved in this paragraph on a case-by-case basis and in our sole and absolute discretion.
In the event that a Product is mistakenly listed at an incorrect price or description, we reserve the right to refuse or cancel any orders placed for the Product listed with an incorrect description or price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, we shall issue a refund to your credit card account in the amount of the incorrect price listed for such Product purchased pursuant to a description or pricing error.
We may now, or in the future, charge fees for the use and provision of certain Services (“Fees”). All Fees are exclusive of applicable taxes (e.g. sales, use, or value-added tax) and delivery costs, unless otherwise stated, and you are solely responsible for the payment of any such charges (the “Charges”). Fees and Charges may vary depending on your chosen payment method. The Fees and Charges for our Products and Services will be confirmed to you before you complete a purchase.
All orders for Products are subject to confirmation and acceptance by us in our sole discretion. In the event that we refuse to accept an order for Products, in our sole and absolute discretion, any Fees and Charges paid by you pursuant to any order which is not accepted shall be refunded to you.
We reserve the right to refuse any order for Products submitted through the App, for any reason whatsoever, which determination shall be made in our sole discretion.
When you make a purchase, you agree to pay all specified Fees and Charges by using any of the payment methods which we may accept from time to time. We reserve the right to remove or amend the available payment methods at our sole discretion.
You may pay the Fees and Charges by designating a credit card for payment. You authorize us, or any other company that acts as a billing agent for us, to charge the credit card you designate to pay any amounts described herein and authorize us, or any other company that acts as a billing agent for us, to continue to attempt to charge all sums described herein to your credit card until such Fees and Charges are paid in full. If payment is not received by us from your credit card issuer, you agree to pay all amounts due upon demand by us.
We may change the Fees and Charges payable for the purchase of our Products or Services at any time without any notice to you. We may also institute new Fees or Charges or charge a Fee or Charge for the use of the Services or any part thereof where a Fee or Charge was not previously charged.
There are no refunds through the Verda App. Any Product delivery issues (i.e. incorrect product delivery) will be rectified on Verda’s next route. In the event that there is a product delivery issue, the User will be credited the original delivery fee for its purchase for use on a future delivery. In the event of a Product recall issued by the federally licensed producer and/or provincially-licensed retailer, there will be a push notification sent to Users from the App on the User’s phone. Verda will arrange for pick-up from Users of the recalled product. The provincially licensed retailer will pay for the cost of pick-up.
All Products ordered through the App shall be shipped or delivered via one of Verda’s third party courier partners. We reserve the right to change our Product delivery method at any time. If the third party courier attempts delivery and, through no fault of their own, was not able to deliver the Products that you ordered, you will be charged a fee to return the Products to the provincially licensed cannabis retail store.
Should you have any complaints regarding your order you can contact Verda through the App’s help tab.
You will ensure that any data that you upload into the App complies with current data format requirements specified by us. Failure to do so may result in the rejection of the data, and may also result in the failure of the App to perform the Services. Verda does not review data uploaded by Users for accuracy or proper formatting.
Without limiting the generality of the foregoing, you will use the App only for the purposes set forth herein, and, further, you expressly agree that you do not have the rights to:
own title, or transfer title to the App to another party;
reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, rent, lease, loan, sell, distribute, decrypt, reassemble, modify, supplement, translate, adapt or enhance, or create derivative works from the App or the software used to provide the App, or any of the Services;
pledge, hypothecate, alienate or otherwise encumber the App to any third party;
attempt to access any data, information or content of any third party through the App, except as authorized by Verda;
upload to or transmit via the App any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component;
upload to or transmit via the App any content, link or anything else that (if reproduced, published, transmitted or used) may:
be defamatory, threatening, abusive, harassing, hateful, obscene, pornographic, harmful or invasive of anyone’s privacy, or violent;
violate any law including intellectual property, privacy or other laws;
impersonate any person;
give rise to civil or other liability; or
relate to illegal drugs, weapons, gambling or other illegal activities;
access the App by any means other than through any method authorized by Verda, including but not limited to, the interface that is downloaded through the Apple Inc. App Store or the Google Play store;
use the App to do or attempt to do any of the following without Verda’s prior written permission:
interfere with any third party’s use of the App or Services;
send spam or other bulk messages;
gain unauthorized access to any data, network or system;
conduct or promote any commercial activity, other than the purchase of products and Services from Verda;
monitor data or traffic on any network or system;
obtain an email address, user name or other information about a third party without their consent;
use any misleading, false or deceptive TCP/IP header information in any email or posting; or
conduct or instigate any denial of service attack against Verda’s network, or any third party’s website or network;
improperly make complaints or make false reports via the App;
falsify any data or information submitted to or posted on the App;
delete or modify any copyright or other intellectual property notice on the App;
resell, transfer or otherwise provide any of the Services or the App to any third party;
avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in or as part of the App or any software used to provide the App, or third party hardware/software or services; or
authorize or encourage any third party to do any of the above.
You acknowledge and agree that the App and the applicable processes, formulas, algorithms, system architecture, database schemas, logs, drawings, emblems, symbols, slogans, forms, software and production methodology used in producing the App, any other work protected by the Copyright Act, RSC 1985, c. C-42, or any other similar or analogous legislation which protects Intellectual Property, trademarks (as defined in the Trade-marks Act, RSC 1985, c. T-13), registered or unregistered, that we use for the App, inventions, procedures, methods and techniques, patented or unpatented, as well as trade secrets and the know-how we use in designing, producing and marketing the App, including all confidential information, are the proprietary property of Verda, its affiliates and its licensors, and the App is protected by copyright, trademark, trade secrets and other intellectual property laws (the “Intellectual Property”). You agree not to lay claim to, contest, make any registration, or prejudice in any manner whatsoever, our Intellectual Property related to the App.
You agree to protect the App from unauthorized use, reproduction, distribution or publication in electronic or physical form. We reserve all rights to the Materials not expressly granted in this Agreement. Any unauthorized or prohibited use may subject you to civil liability and criminal prosecution under applicable laws.
If any intellectual property law claim is made, or in our reasonable opinion is likely to be made, against us in connection with the App, then at our sole option and expense, we may:
modify the App so that it ceases to be infringing;
replace any infringing portions of the App with non-infringing portions; or
terminate this Agreement by notice to you in writing.
You agree that we may, in our sole discretion, for any reason, subject to applicable law, and without penalty, terminate any account (or any part thereof) you may have with us or your use of the Services and remove and discard all or any part of your account or profile at any time. We may also in our sole discretion and at any time discontinue providing access to the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services or any account you may have, or any portion thereof, may be effected without prior notice to you, subject to applicable law, and you agree that we will not be liable to you or any third-party for any such termination. Upon termination for any reason, all licenses and other rights granted to you in this Agreement will immediately terminate and you must cease to use the Services. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity. We reserve all rights and remedies against any User who violates this Agreement.
YOU ACKNOWLEDGE THAT A VIOLATION OF THIS AGREEMENT MAY CAUSE IRREPARABLE HARM TO US AND YOU AGREE THAT, IN ADDITION TO ANY OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, WE SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF AGAINST YOU FOR ANY SUCH VIOLATION WITHOUT HAVING TO POST A BOND.
Verda and its representatives may monitor your use of the App. We also reserve the right to remove or edit any or all Registration Data that we determine, acting reasonably, does not comply with applicable law. We will not have any liability for any failure to remove, or delay in removing, any Registration Data in compliance with the foregoing. We may disclose any information that is reasonably necessary to: (i) satisfy any law, regulation or lawful request; (ii) operate the App as contemplated herein; or (iii) protect our rights or property or that of others.
Your use of the App and Services might be interrupted and might not be accurate, error-free, complete or current at all or any times; and the App and Services may also be unavailable from time-to-time due to routine maintenance, upgrades, hardware/software malfunctions, repairs, power outages, hackers, denial of service attacks and unforeseeably large service demands. Notwithstanding the foregoing, we will use commercially reasonable efforts to ensure that the App and Services are available to you throughout the term of the Agreement.
You agree to indemnify, defend, and hold us as well as our subsidiary companies and affiliated legal entities and all of our directors, officers, shareholders, agents, licensors and employees harmless from and against all damages, liability, loss, costs and expenses (including reasonable legal fees and costs) arising out of: (i) your breach of this Agreement or misuse of the Products contrary to the terms of this Agreement; (ii) your breach of any applicable law or regulation; (iii) your infringement or violation of the rights of any third parties (including intellectual property rights); and (iv) any breach of the representations, warranties, and covenants made herein, by you.
VERDA DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE OR APP WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APP, SYSTEM OR DATA, (B) THE SERVICE OR APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SERVICE OR APP WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
VERDA’S SERVICE AND APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VERDA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND USED AT YOUR SOLE RISK WITH NO WARRANTIES WHATSOEVER; VERDA AND ALL OF ITS DIRECTORS, OFFICERS, AGENTS, LICENSORS AND EMPLOYEES DO NOT MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE APP AND SERVICE, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.
ALL INFORMATION PROVIDED ON THE APP IS FOR INFORMATION PURPOSES ONLY. THE PRODUCTS AND/OR SERVICES MADE AVAILABLE ON THE APP ARE FOR RECREATIONAL, NON-MEDICAL PURPOSES AND ARE NOT PROVIDED OR REPRESENTED IN ANY WAY FOR USE IN:
THE DIAGNOSIS, TREATMENT, MITIGATION OR PREVENTION OF A DISEASE OR ABNORMAL PHYSICAL STATE OR ITS SYMPTOMS;
RESTORING OR CORRECTING ORGANIC FUNCTIONS IN HUMANS; OR
MODIFYING ORGANIC FUNCTIONS IN HUMANS, SUCH AS MODIFYING THOSE FUNCTIONS IN A MANNER THAT MAINTAINS OR PROMOTES HEALTH.
THE PRODUCTS, INFORMATION AND STATEMENTS CONTAINED ON THE APP HAVE NOT BEEN EVALUATED, APPROVED OR LICENSED BY HEALTH CANADA AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE OR ILLNESS.
PRODUCT SPECIFICATIONS AND OTHER INFORMATION HAS EITHER BEEN PROVIDED BY OUR BUSINESS PARTNERS, SUPPLIERS, OR COLLECTED FROM PUBLICLY AVAILABLE SOURCES. WHILE WE UTILIZE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION ON THE APP IS ACCURATE, WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR RELIABILITY OF ANY PRODUCT SPECIFICATIONS OR OTHER INFORMATION PROVIDED ON THE SITE.
VERDA AND ALL OF ITS DIRECTORS, OFFICERS, AGENTS, LICENSORS AND EMPLOYEES SHALL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LOSSES HAS BEEN NOTIFIED TO US, FOR: (i) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR (ii) ANY LOSS OF INCOME, BUSINESS, ACTUAL OR ANTICIPATED PROFITS, OPPORTUNITY, GOODWILL OR REPUTATION (WHETHER DIRECT OR INDIRECT); OR (iii) ANY DAMAGE TO OR CORRUPTION OF DATA (WHETHER DIRECT OR INDIRECT); OR (iv) ANY CLAIM, DAMAGE OR LOSS (WHETHER DIRECT OR INDIRECT) ARISING FROM OR RELATING TO ANY PRODUCT OR SERVICE PROVIDED BY A THIRD PARTY UNDER THEIR OWN TERMS OF SERVICE OR ANY THIRD PARTY WEBSITE.
IN NO EVENT WILL VERDA OR ANY OF ITS DIRECTORS, OFFICERS, AGENTS, LICENSORS OR EMPLOYEES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PRODUCTS LISTED FOR SALE ON THE APP OR THE SERVICES (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE LESSER OF $100 CDN OR THE ACTUAL VALUE OF THE PRODUCTS AND/OR SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOUR ONLY ADDITIONAL REMEDIES TO THE FOREGOING WITH RESPECT TO ANY DISSATISFACTION WITH: (I) THE SERVICES; (II) ANY TERM OF THIS AGREEMENT; (III) ANY POLICY OR PRACTICE OF OURS IN OPERATING THE SERVICES; OR (V) ANY CONTENT OR INFORMATION TRANSMITTED TO THROUGH THE SERVICES, IS TO TERMINATE YOUR USE OF THE SERVICES AND/OR YOUR ACCOUNT. YOU MAY TERMINATE YOUR ACCOUNT AT ANY TIME BY DELETING YOUR ACCOUNT ON THE APP AND DISCONTINUING USE OF ANY AND ALL PARTS OF THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE OFFERED OUR SERVICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US.
YOU AGREE THAT ANY CLAIM ARISING FROM OR RELATED TO THE PRODUCTS AND/OR SERVICES MUST BE BROUGHT BY YOU WITHIN ONE YEAR FROM THE DATE WHEN THE CLAIM FIRST COULD BE FILED OR SUCH CLAIM IS PERMANENTLY BARRED.
SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT, SUCH EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THIS AGREEMENT CONSISTENT WITH SUCH PROHIBITIONS.
All rights not expressly granted in this Agreement are reserved by us. For clarity, nothing in this Agreement will be construed as granting you any ownership, security, right in any Intellectual Property, or other rights in or relating to any or all of the App.
The term of this Agreement will commence on the date of your acceptance of these terms and conditions and shall continue until terminated by you or us by written notice. Additionally, you may terminate this Agreement by closing your account and removing the App from your mobile device. Verda may suspend or terminate your ability to access the App, or cease providing you with Services at any time for any or no reason, including, if we believe: (i) you have violated this Agreement; (ii) you may create risk or possible legal exposure to us,;(iii) you are using the App to violate any federal, provincial, or municipal legislation and/or regulations, cannabis-specific or otherwise; or (iv) our provision of the Services to you is no longer commercially viable. You acknowledge and agree that all suspensions or terminations may be made by Verda in its sole discretion and that no member of Verda will be liable to you or any third-party for any suspension or termination of your access or for the removal of any materials uploaded by you to the App. Any suspension or termination of this Agreement by Verda will be in addition to any and all other rights and remedies that Verda may have.
Upon termination of this Agreement, you shall cease all use of the App immediately. Following the termination of this Agreement, we shall have no liability to you whatsoever in connection with such termination, however, the termination of this Agreement for any reason, shall not prejudice or affect our accrued rights and claims hereunder which shall survive termination.
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued use of the App and Services after the posting of changes constitutes your binding acceptance of such changes. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement in place at the time the dispute arose.
Use of the App and Services is governed exclusively by, and will be enforced, construed and interpreted exclusively in accordance with, the laws applicable in Ontario. All disputes under this Agreement will be resolved by the courts of Ontario; however, nothing in this section prohibits either party from obtaining an injunction against the other party in any other jurisdiction.
We will not be liable for any losses caused directly or indirectly as a result of causes or events beyond our control, including natural disasters, acts of God, war, terrorism, actions or decrees of governmental bodies, exchange or market rulings, failure of the internet, supply shortages, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of our obligations under this Agreement, including the provision of Services will be suspended for the duration of such Force Majeure Event.
If any provision of this Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
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 enure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by us.
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigé en anglais.
All notices and communications to Verda required or permitted under this Agreement will be in writing and will be sent by electronic mail to [email protected] or by mail at the address provided below:
Attn: Privacy Officer, Verda Innovations Inc.
31 McCann Street
N1G 0A8, Canada