PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. These Terms and Conditions (the “Terms and Conditions”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, “You”, “Your”, “your”, “user” or “User”) and OGGI Technologies Ltd. doing business as ClearSource, and its licensors and affiliates (collectively, “OGGI”, “We”, “we”, “Us”, “us”, “Our”, or “our”). OGGI makes available a cloud-based software that provides a portal for its ClearSource vendor management and purchasing platform, which acts as a conduit to connect contractor Users and distributor Users (the “ClearSource Platform”), and is made available through our website located at the domain: http://www.clearsource.ca (the “Site”).The Terms and Conditions apply to and govern any and all access to and use of our Site, the ClearSource Platform, and any and all services made available through the Site, the ClearSource Platform or otherwise offered by us (the “Services”).
This Site and the ClearSource Platform are operated by OGGI and/or its affiliates, licensors, licensees, and/or agents. Unless stated otherwise, these Terms and Conditions apply to all pages of the Site, and to any other affiliated Site or domain accessed by you or linked through the Site.
BY SIGNING UP TO USE THE SITE, BY CREATING AN ACCOUNT ON THE SITE, OR BY OTHERWISE ACCESSING OR MAKING ANY USE OF THE SITE, THE CLEARSOURCE PLATFORM OR THE SERVICES, YOU AGREE AND CONSENT TO THESE TERMS AND CONDITIONS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SIGN UP TO USE THE SITE, CREATE AN ACCOUNT ON THE SITE, OR OTHERWISE ACCESS OR MAKE ANY USE OF THE CLEARSOURCE PLATFORM OR OTHERWISE SIGN UP FOR ANY SERVICES.
Your access to and use of the Site is subject to all applicable laws and regulations which apply to the Site, as well as these Terms and Conditions. Your access and use of the Site and/or use of the ClearSource Platform constitutes acceptance of these Terms and Conditions without reservation, limitation or qualification.
1. Changes to These Terms and Conditions
OGGI may, at any time and from time to time at its sole discretion, modify, update, revise, supplement, replace, or otherwise amend these Terms and Conditions and/or impose new or additional rules, policies, terms, or conditions on You (the “Revised Terms and Conditions“). The Revised Terms and Conditions will be effective immediately upon the Revised Terms and Conditions being posted to the Site or by OGGI otherwise making them available to You. Any continued use of the Site, and/or OGGI’s ClearSource Platform, following such posting of the Revised Terms and Conditions or by OGGI otherwise making the Revised Terms and Conditions available to You (as the case may be), will be deemed to constitute acceptance of and consent to the Revised Terms and Conditions.
2. Confidential Information and Privacy
3. Account Administration
Subject to the Terms and Conditions, you may register an Account with OGGI to enable you to use features of the Site and the ClearSource Platform and to enable use of your account (“Account”). You agree to provide accurate, current, and complete information required to register or create an Account, and whatever information relating to you is required in connection with the Site and the associated software, Services and ClearSource Platform (the “Registration Data“). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. You are solely responsible for controlling access to your account, and maintaining the confidentiality and security of your Account and related password information. You must not use any other person’s Account, and you must not allow any login password or username for your Account to be used by anyone other than you.
OGGI reserves the right, for any reason, in its sole discretion, to terminate, change, amend, or suspend an Account. OGGI may impose limits on all or certain features of or services made available through the Site, or restrict your access to part or all of your account, without notice or liability. You agree that OGGI may store and use the Registration Data you provide for use in maintaining and managing your Account.
4. Copyright Laws
All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Services, the ClearSource Platform, and the OGGI software, product or concept, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are all owned by OGGI or its licensors or content suppliers. The ClearSource Platform and all content included on the ClearSource Platform is the property of OGGI or its licensors or content suppliers and protected by Canadian and international copyright laws. You agree not to permit access to the ClearSource Platform to others, and not to publish, reproduce, sublicense or modify any content appearing on the ClearSource Platform for any purpose without the prior written consent of OGGI.
5. Oggi Software-as-a-Service (Saas)
The ClearSource Platform is cloud-based software that provides a portal for its ClearSource vendor management and purchasing platform, and facilitates the electronic exchange of information between Users, including connecting contractor Users and distributor Users. Users acknowledge that this information exchange is between Users, and that the ClearSource Platform provides efficient exchange of information to streamline such exchange of information. OGGI provides the ClearSource Platform as a conduit to connect Users for the purposes of the Services. The Services and these Terms and Conditions shall in no way alter the obligations and liability that Users have to one another, including but not limited to any obligations or liability owed in connection with the care, completeness, accuracy, and diligence of their respective information, product listings, RFQs, and other use of the Services and ClearSource Platform.
6. Security Measures
You will implement and maintain appropriate protection in relation to the security and control of access to your personal computer or any other computer through which you access the ClearSource Platform, and you will prevent the introduction to the ClearSource Platform of computer viruses or other similar harmful or inappropriate materials, devices, information or data. You assume all risks associated with the use and storage of information on your personal computer or on any other computer through which you access the Site and/or ClearSource Platform.
7. Access at Sole Discretion of Oggi
In its sole discretion and for any reason, in addition to any other rights or remedies available to OGGI and without any liability whatsoever, OGGI at any time and without notice may terminate or restrict your access to the ClearSource Platform or the Services and any component of the ClearSource Platform or the Services.
8. Nature of Engagement
OGGI makes available the ClearSource Platform and Services as an independent contractor. Nothing contained in these Terms and Conditions shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between User and OGGI. OGGI shall neither act nor purport to be acting as the legal agent of User, nor enter into any agreement on behalf of User, or, otherwise bind or purport to bind User, or cause User to incur liability in any manner whatsoever. The ClearSource Platform is not a marketplace. Any contract of sale made through the ClearSource Platform is directly between Users of the ClearSource Platform.
9. Access to Services
Each User may access and use the ClearSource Platform and Services solely for its own benefit or the benefit of its organization, and in accordance with these Terms and Conditions. Use of and access to the ClearSource Platform and Services is permitted only by User who registers the Account, and such registration is not transferable. User IDs and passwords are granted to individual, named person(s) and may not be shared. Each User shall keep its user ID and password information strictly confidential and not share such information with any other person, including any unauthorized person not authorized to access and use the ClearSource Platform and Services. Where multiple persons in an organization use the ClearSource Platform, each such person shall register separately as a User. Notwithstanding the foregoing, each User (and User’s organization with which User’s Account is associated or registered, if applicable) will be responsible for any and all actions taken using User’s Account through the ClearSource Platform and User’s user ID and password.
10. Updates and Maintenance
OGGI may, at its sole discretion and on a scheduled basis or an emergency basis, provide updates and maintenance on the software, Site, ClearSource Platform, and/or the Services without notice. The software, Site, ClearSource Platform, and/or the Services may be unavailable while OGGI provides updates and maintenance on the same.
11. Inability to Perform
Certain events beyond our control may make it impossible or not commercially reasonable for OGGI to fulfill some or all of our obligations and Services under these Terms and Conditions. OGGI is not legally responsible to User if any event beyond our control makes it impossible or not commercially reasonable for OGGI to fulfill some or all of our obligations and Services, and we will endeavour to resume our obligations and Services as soon as we reasonably can. These Terms and Conditions will remain in full effect despite any event beyond our control that makes it impossible or not commercially reasonable for OGGI to fulfill some or all of our obligations and Services under these Terms and Conditions.
12. Service Availability
User acknowledges that temporary interruptions, downtime, or lack of availability of the ClearSource Platform and Services may occur from time to time as normal events. Further, User acknowledges that OGGI may cease making any portion of the software, Services, or ClearSource Platform available at any time and for any reason. Under no circumstances will OGGI or its suppliers be held liable for any damages or loss suffered or allegedly suffered by you due to such interruptions or lack of availability of the OGGI software, Services, or ClearSource Platform.
OGGI uses commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any service or any data or personal information of Users. However, without limiting the generality of the disclaimers of warranties, representations, and liability set out in these Terms and Conditions, OGGI will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond OGGI’s control.
14. Consent to Communications
By providing us with your contact information, registering an Account, and otherwise using the Site and/or ClearSource Platform, you agree to receive communications via e-mail and/or social media from or on behalf of OGGI at the e-mail address you provide. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
15. Exclusions and Limitations of Liability
- You agree that OGGI shall not, in any event, be liable to you for any damages, including any lost profits, business interruption, loss of business data and/or information, lost savings, or other exemplary, incidental, special, punitive, consequential, or other similar damages arising out of or related to these Terms and Conditions or: (1) your use or inability to use the ClearSource Platform, the Services, the Site, or any part thereof; (2) suspension, loss or interruption of the ClearSource Platform and/or Services; (3) loss or liabilities resulting from acts or events beyond our control; (4) data non-delivery, mis-delivery, corruption, destruction or other modifications to data; or (5) damages or consequences arising from or related to the inappropriate or unauthorized use of the ClearSource Platform and/or the services by you or any other user of the ClearSource Platform and/or the services; whether based on contract, tort, the breach of any express or implied warranty or other legal or equitable grounds, even if we have been advised of the possibility or likelihood of those damages, and regardless of any fundamental breach hereof or of any other agreement.
- Without limiting the foregoing, you acknowledge that in no event shall OGGI or any of its suppliers, affiliates, directors, officers, employees, agents or representatives be liable for any loss, damage, cost or injury, arising out of or relating to your use of or reliance upon (for any purpose) any advice or information posted or made available through the ClearSource Platform or the Site, whether by OGGI or any other users.
- Our total, maximum aggregate liability and the total, maximum aggregate liability of OGGI’s representatives, arising from or relating to these Terms and Conditions (regardless of the form of action or claim, e.g., contract, tort (including negligence), strict liability, or any other legal theory) is limited to ten Canadian dollars ($10 CAD).
- The foregoing exclusions and limitations of liability will apply to the fullest extent permitted by law and will survive cancellation or termination of these Terms and Conditions, any account, or your ability or right to use the ClearSource Platform, the Site, and/or Services. If applicable law does not allow all or any part of the above disclaimers and exclusions and limitations of liability to apply to you, the foregoing disclaimers and exclusions and limitations of liability will apply to you to the maximum extent permitted by applicable law.
User shall indemnify OGGI from and against all losses, damages, costs and expenses, and save OGGI harmless from and against any and all claims, liabilities, demands, actions, causes of action, lawsuits and proceedings which may be made or brought against or suffered by OGGI, or which OGGI may suffer or incur as a result of, in respect of or arising out of, User’s use of the ClearSource Platform or Services, save and except for any claims, demands, actions, lawsuits or proceedings that arise specifically out of any fraudulent activities or wilful misconduct of OGGI.
OGGI or User may terminate these Terms and Conditions with thirty (30) days’ written notice to the other Party. Upon termination of these Terms and Conditions for any reason, OGGI will immediately stop providing Services and discontinue User’s access to the ClearSource Platform, and User will immediately cease any and all use of the Services and ClearSource Platform.
18. User Cooperation
Each User shall be responsible for its own use of or failure to use the Services, and for the accuracy and completeness of all data and information provided to other users of OGGI in connection with the access or use of the Site, ClearSource Platform and/or Services. OGGI will not be responsible or liable for, nor be considered to be in default under these Terms and Conditions for, any User’s delay or failure to perform any obligation under these Terms and Conditions. OGGI will also not be responsible or liable for any losses or damage arising from User’s failure to provide timely cooperation and instructions to other Users or OGGI as reasonably required to enable other Users or OGGI to perform their respective obligations, including User’s failure to: (i) provide accurate and complete information that is relevant to the Services in a reasonably timely manner; (ii) instruct other Users or OGGI in a reasonably timely manner; and (iii) cooperate with other Users or OGGI in any other manner as reasonably required to facilitate the exchange of information, or the receipt by User of approvals from other Users.
19. No Warrant
Except as expressly set out in these Terms and Conditions, the ClearSource Platform and Services are provided “as is” and “as available”, without any other representations, warranties or conditions or guarantees, and OGGI disclaims and will not be bound by any other representations, warranties, conditions, or guarantees whatsoever in connection with the ClearSource Platform and Services and your use and enjoyment thereof, whether express, implied or statutory, including, without limitation, any warranties of accuracy, timeliness, performance, completeness, merchantability, quality, title, fitness for a particular purpose or any purpose, and non-infringement of any rights including intellectual property rights of any other party.
OGGI provides the Services and ClearSource Platform to facilitate the electronic exchange of information between Users, including connecting contractor Users and distributor Users, and OGGI does not review, assess, process, or approve information, postings, or records relating to items available through the Services and ClearSource Platform. OGGI offers no representation, warranty, or guarantee relating to information, postings, or records relating to items available or advertised or promoted through the Services and ClearSource Platform.
Without limiting the generality of the foregoing, OGGI makes no warranty that: (i) the Site, the Services, the ClearSource Platform, or any content posted to the Site or the ClearSource Platform will meet User’s requirements; (ii) the Site, the Services, the ClearSource Platform, or the content will be uninterrupted, timely, secure or error-free; (iii) the results that may be obtained from your access or use of the Site, the Services, the ClearSource Platform will be accurate or reliable; (iv) the quality of any products, Services, or information obtained by User through the Site or the ClearSource Platform will meet any particular User’s expectations; and (v) any errors in the Services and/or any software operating on the Site or the ClearSource Platform will be corrected.
Any material downloaded or accessed or otherwise obtained through the use of the Site, the ClearSource Platform, or the Services is done at User’s own discretion and risk. No advice or information, whether oral or written, obtained by User from the Site or through or from the ClearSource Platform and Services shall create any warranty or condition not expressly stated in the Terms and Conditions herein.
You acknowledge and agree: (i) that OGGI shall not be liable for any act or omission by any other third party; and (ii) that no agent, employee or representative of OGGI has any authority to bind OGGI to any representation, warranty, guarantee or assurance relating to the Services, the ClearSource Platform, the content or these Terms and Conditions.
20. Unacceptable Use
Each User hereby agrees that they and their employees, agents, and representatives who use and access the ClearSource Platform and Services will not:
- probe, scan, or test the vulnerability of any system or network used with the ClearSource Platform or Services;
- decompile, reverse engineer, disassemble or hack or tamper with the Site, the ClearSource Platform or the Services, disable or circumvent any security or authentication measures of the ClearSource Platform or Services, or attempt to gain or to grant any other person unauthorized access to the ClearSource Platform or Services (or any portion thereof) or related systems, networks or data;
- modify or disable the ClearSource Platform or Services or use the ClearSource Platform or Services in any manner that interferes with or disrupts the integrity or performance of the ClearSource Platform or Services or related systems, network or data;
- access or search the ClearSource Platform or Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the ClearSource Platform or Services in any medium, including without limitation by any automated or non-automated “scraping”;
- copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Services, the ClearSource Platform, the OGGI software, and the Site;
- modify or create any derivative work of any part of the Services, the ClearSource Platform, the OGGI software, and the Site;
- disable, interfere with, or try to get around any of the features of the Services, the ClearSource Platform, the OGGI software, and the Site related to security, preventing or restricting use or copying of any content, or enforcing the limits on the use of the Services, the ClearSource Platform, the OGGI software, and the Site or the content on the Site;
- use, export or re-export any content or any copy or adaptation of the Services, the ClearSource Platform, the OGGI software, and the content of the Site in violation of any applicable laws or regulations, including, without limitation, data, privacy and export control laws and regulations;
- overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the ClearSource Platform or the Site that consumes extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going beyond the use parameters for any given Services as described in its corresponding documentation;
- use the ClearSource Platform, Site, or Services to generate or send unsolicited communications, advertising or spam, or otherwise cause OGGI to become impaired in its ability to send communications on its own behalf or on behalf of other Users;
- misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with OGGI or any third party) or access the ClearSource Platform or Services via another user’s account without their permission;
- use the ClearSource Platform or Services to use, reproduce, distribute, or display content or material that is in a way that is pornographic, obscene, infringing, or defamatory in nature or that would be reasonably likely to bring any person or property into disrepute;
- use the ClearSource Platform or Services to violate the privacy of others, or to collect or gather other users’ personal or confidential information (including account information) from our ClearSource Platform or Services;
- systematically retrieve data or other content from the ClearSource Platform or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
- use the ClearSource Platform or Services to stalk, harass, bully or post threats of violence against others;
- use the ClearSource Platform or Services to sell, promote or advertise products or services other than your own without appropriate authorization;
- use meta tags or any other “hidden text” including OGGI’s or our suppliers’ product names or trademarks; or
- permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, OGGI may permanently or temporarily terminate or suspend a User’s Account or access to the ClearSource Platform and Services without notice or liability, if OGGI (in its sole discretion) determines that a User has violated any of these Terms and Conditions.
21. Interpretation and Entire Agreement
These Terms and Conditions constitute the entire understanding and agreement of the parties (you and us) with respect to the subject matter herein, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in these Terms and Conditions, shall refer in all cases to your acceptance of these Terms and Conditions through making use of the Site, ClearSource Platform or services, or by creating an Account, or by making any other use of the Site.
22. No Waiver
Our failure to enforce or insist upon strict compliance with any provision of these Terms and Conditions shall not be deemed a waiver of such provision nor of the right to enforce such provision. Any waiver by one party hereto of breach of any provision of these Terms and Conditions by the other shall not operate or be construed as a continuing waiver.
23. Compliance With Laws
User agrees to comply with all applicable laws in its use of the Site, ClearSource Platform and Services. Without limiting the generality of the foregoing, User will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation (CASL), or any other anti-spam laws and regulations.
24. Proprietary Rights
The Site, the ClearSource Platform, the OGGI software, and our Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and OGGI and its suppliers retain all right, title and interest (including all copyright, trade secret, and other rights) in and to the Site, the ClearSource Platform, the OGGI software, and the Services all content which is otherwise included in the Site (other than user content, which remains the property of the user who supplied it). You may not remove any copyright, watermark, author information or other proprietary notices contained on the Site, the ClearSource Platform, the OGGI software, or any of the Services.
If you provide feedback regarding the Site, the ClearSource Platform, the OGGI software or the Services, such as recommendations for improvements or features (the “Feedback”), we have the right to use the Feedback in any way. Any development, implementation, or improvement made using any of that Feedback is owned by OGGI and may become part of the Site, the ClearSource Platform, the OGGI software, and/or our Services, without any compensation to you. We reserve all rights in and to the Site, the ClearSource Platform, the OGGI software, and the Services.
All brand, product and service images, logos and names used in association with the Site, the ClearSource Platform, the OGGI software, and/or the Services that identify OGGI, our suppliers, Users, and our or their proprietary products and services, are the trademarks or service marks of OGGI, our suppliers or our Users. Nothing in the Site, the ClearSource Platform, the OGGI software, or the Services shall be deemed to confer on any person any license or right on the part of OGGI or such supplier with respect to any such image, logo or name.
25. Successors and Assigns
All of the provisions of these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective lawful successors and permitted assigns.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Alberta and the courts of Alberta and shall have exclusive jurisdiction to entertain applications for injunctive relief and all other actions arising in connection herewith.
Any controversies arising out of the terms of these Terms and Conditions or their interpretation shall be finally settled by arbitration in Alberta before a single arbitrator in accordance with the Alberta Arbitration Act, and the award of the arbitrator shall be final and binding and may be entered as a judgment of the Court in any Court having jurisdiction hereof.
Section headings are not to be considered a part of these Terms and Conditions and are not intended to be a full and accurate description of the contents hereof.
Notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the Canadian mail, certified or registered, postage prepaid, or by electronic mail provided that return receipt is requested and obtained, or facsimile, or as otherwise set out in these Terms and Conditions. You consent to receive communications from OGGI electronically. You agree that all agreements, notices, disclosures and other communications that OGGI provides to you electronically satisfy any legal requirement that such communications be in writing.
Any provision of these Terms and Conditions which expressly states that it is to continue in effect after termination or expiration of these Terms and Conditions, or which by its nature would survive the termination or expiration of these Terms and Conditions, shall do so.
31. Unenforceability of Provisions and Severability
If any one or more of the provisions of these Terms and Conditions shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from these Terms and Conditions, in which event these Terms and Conditions shall be construed as if such provision had never been contained herein and the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.
32. Choice of Language
The parties acknowledge that they require that these Terms and Conditions be drawn up in the English language only. Les parties reconnaissent qu’elles ont exigé que la présente convention soit rédigée en langue anglaise seulement.