This Customer Agreement (this “Agreement”) contains the terms and conditions between RCU Group Inc. (“RCU”) a corporation incorporated under the federal laws of Canada “RCU” and you or the entity you represent (“you” or “your” or “Customer”) that govern your access to and use of RCU Products (as defined below).
RCU will grant the Customer a license to RCU’s proprietary cannabis education e-learning course (“CannEd”) for employers and employees (the “RCU Product(s)”). This Agreement takes effect when you click an “I Accept” button (the “Effective Date”).
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
- “RCU Property” shall mean the RCU Product(s), any associated documentation, RCU’s website architecture and content as well as any data properly collected by RCU from the interaction with the RCU Products by an individual.
- “Intellectual Property” shall mean RCU proprietary information, including, but not limited to, all content, patents, trademarks, service marks, know-how, copyrights, trade secrets and any and all other intellectual property rights.
- “Order Form” shall mean the completion of the payment process and/or checkout on RCU’s e-commerce websites (www.thercu.org or www.thercu.com) where the Customer confirms the purchase of RCU Products.
- “License Fees” shall mean an annual license fee per authorize Audience.
- “Authorized Audience” shall mean the employees of Customer who are authorized to access and use the applicable RCU Product(s) as licensed in the Order Form issued under this Agreement. Customer shall limit the use of RCU Product(s) to the number of Authorized Audience members for whom Customer has paid the required License Fees.
- “RCU System” shall mean a method of delivery and access to the Product(s) whereby RCU shall host the Product(s) and Customer shall obtain access to the Product(s)
- “Implementation Period” Following the Effective Date, Customer will have up to thirty 30 business days to provide the list of email addresses of Customer Authorized Audience. This period shall be referred to as the (“Implementation Period”).
- “Access Start Date” Once the list of email addresses of Customer authorize Audience is received, RCU will send out emails to Customer Authorized Audience inviting them to use the RCU Products. This date shall be referred to as the (“Access Start Date”).
- “Access Period” The Customer will have a total of sixty (60) days from the Access Start Date, to access the license to RCU Products for the Authorized Audience.
- The term of this Agreement will commence on the Effective Date and will remain in effect for an initial term of 1 year (the “Initial Term”). Thereafter the Licence shall automatically renew on an annual basis (the “Renewal Term”) unless terminated by the Customer or RCU 15 days prior to the anniversary.
- Customer agrees to pay RCU the licence fee set forth in any Order Form (the “License Fee”).
- License Fee for the Products are subject to change by RCU upon 30 days’ notice prior to the annual anniversary of the Term.
4. Payment Terms
- The License Fee shall be due and payable annually in advance as set forth in each Order Form. All amounts received by RCU, unless provided otherwise herein, shall be non-refundable. A finance charge of 3% per month will apply to the unpaid invoice amount from the date the invoice is due to the date the full payment is received by RCU.
5. Disabling a User:
- Notwithstanding the foregoing, in order to protect RCU intellectual property rights, RCU may disable, a member of Authorized Audience access to the RCU Product(s) immediately upon notice if, in RCU sole discretion such individual use of the licensee violates the terms and confirm of this Agreement or any Order Form issued under this Agreement.
- Termination for Cause. By Either Party. Either party may terminate this Agreement for cause if the:
- Other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party;
- Immediately if a party has a receiver appointed, or an assignee for the benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due by such party except as may be prohibited by applicable bankruptcy laws.
- Effects of Termination for Breach. If a party terminates the Agreement based on breach outlined in subsection 6.1 above, then the non-breaching party reserves the right to pursue any and all remedies available under applicable Law, including for RCU, but not limited to, collection of the License Fee.
- Upon expiration or termination of this Agreement Customer will use all commercially reasonable efforts to delete any copies of RCU Property from its computer(s) or server(s), and destroy or return to RCU all hard copies of the same. If requested, Customer agrees to provide RCU with a written statement, signed by an authorized Customer representative, which certifies its compliance with the foregoing obligations.
- Upon termination of the Agreement by either party for any reason:
- RCU will cease providing you with the Products
- Unless otherwise provided in the Agreement, you will not be entitled to any refunds of any License Fees, pro rata or otherwise.
7. Representations and Warranties
- RCU’s Representations: RCU hereby represents and warrants to Customer as follows:
- It is a corporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation;
- It has the corporate power and authority to enter into, deliver, and perform its obligations under this Agreement; and
- RCU is the legal and beneficial owner or licensee of the RCU Product and has the full power and authority to grant the licenses contemplated in this Agreement without obtaining the consent of a third party.
- Customer Representations: Customer hereby represents and warrants to RCU as follows:
- It is a corporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation;
- It has the corporate power and authority to enter into, deliver, and perform its obligations under this Agreement;
- Customer shall provide itself with, and be solely responsible for, (1) such facilities, employees, and business organization, and (2) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of Customer's business operations.
8. License Term.
- Subject to the restrictions stated in this Agreement and any Order Form issued under this Agreement, RCU grants to Customer a non-exclusive non-transferable license, except as set out in this Agreement without the right to sublicense for the License Term set forth herein.
- AII RCU Products are the property of RCU and/or its third party publishers and/or licensors and are protected by copyright and other laws relating to proprietary rights. Except for the limited licenses granted pursuant to this Agreement the terms of the Agreement do not convey an ownership or other rights of and kind, including, but not limited to, intellectual property of RCU. RCU and its publishers and licensors have and shall retain all rights, title and interest in and to the RCU Property, all of which are and shall remain the exclusive property of RCU. RCU reserves all rights not expressly granted to Customer. Except as expressly provided in this Agreement Customer acknowledges that the licenses granted under this Agreement do not provide Customer with title to or ownership of any RCU property but rather, only a right of limited use under the terms and conditions of this Agreement.
- Except as otherwise permitted in this Agreement, Customer shall not (a) reproduce, retransmit, publish, distribute, disseminate, sub-license, transfer, or otherwise make available the RCU Property, or and part thereof, to any third party; (b) reverse engineer, disassemble, decompile the RCU Property, or any part thereof; (c) modify, translate, adapt, alter or create derivative work based upon the RCU property or any part thermal; (d) remove any property notices, labels, or trademarks or service marks on any RCU Property (e) use the RCU Property, or any component hereof, for any purpose other than those explicitly stated in the Agreement; (i) copy the RCU, except as permitted hereunder;
- Customer agrees not to use or permit the use of the RCU Property or any part thereof for purposes that are inappropriate, illegal or unlawful, or to encourage illegal or unlawful activities.
9. Trademarks and Trade names:
- Customer shall have the right to indicate to the public its relationship with RCU as it relates to the Products and to advertise such Products under RCU and other trademarks, service marks, and trade names that RCU may adopt from time to time ("RCU's Trademarks"). RCU shall have the right to indicate to the public that it is an authorized service-provider of the Customer. Nothing herein shall grant Customer any right, title, or interest in RCU's Trademarks. At no time shall Customer challenge or assist others in challenging the validity or registration of RCU's Trademarks, nor will Customer attempt to register any trademarks, service marks, or trade names that are the same as or confusingly similar to RCU’s Trademarks.
10. Indemnity and Limitation of Liability
- Indemnity by Customer. Customer agrees to indemnify and hold harmless RCU from and against any and all damages, injuries, liabilities, costs and expenses, and claims (including third party claims) including, without limitation, all legal fees that may be incurred by or claimed against RCU as a result of Customer’s negligence, gross negligence, wilful misconduct or fraud.
- Indemnity by RCU. RCU agrees to indemnify and hold harmless Customer from and against any and all damages, injuries, liabilities, costs and expenses, and claims (including third party claims) including, without limitation, all legal fees that may be incurred by or claimed against Customer, as a result of RCU’s negligence, gross negligence, wilful misconduct or fraud.
- LIMITATION OF LIABILITY: In no event shall either party be liable to the other for any direct, indirect, incidental, special or consequential damages, including without limitation, any loss of profits or revenue, loss of use, loss or destruction of data, costs of delay, however caused, arising in connection with this Agreement, whether in an action in contract, tort, strict liability or negligence, or other actions, even if advised of the possibility of such damages.
11. Confidential Information:
- “Confidential Information” means any and all trade secrets, confidential, private, secret or personal information of a party, its affiliated companies, parent companies, joint venture partners , customers or individuals which has been or may hereafter be disclosed, directly or indirectly to the other party, either orally, in writing or any other form, (a) if disclosed in writing is designated as confidential or proprietary (b) if disclosed orally, or in intangible form, such information shall be identified as confidential and the disclosing party shall reduce it to writing within twenty (20) days of disclosure, or (c) is marked as proprietary or confidential, or (d) is disclosed under circumstances such that the recipient reasonably should understand the information to be confidential; including without limitation, (i) the intellectual property owned by or in possession of a party; (ii) compilations of data, information, (iii) technical, financial, sales, marketing and business plans, methods and practices of a party; (iv) information, including personal information, relating to services, Products, customers, individuals, (v) such information as a party may designate as being confidential. Each party agrees to maintain the confidentiality of the Confidential information of the other party and to use same only as expressly authorized herein or as expressly authorized in advance and in writing of the other party. Each party shall safeguard and maintain the other party's Confidential Information in strict confidence and shall not disclose, provide or make the Confidential Information available in any form or medium to any person except to such party’s employees or the employees of Customer affiliates, successors or assigns, and to contractors, or consultants of such party who have executed an agreement is writing to protect such Confidential information and who need to access such Confidential Information.
- The provisions above shall not apply to any information which: (A) was at the time of disclosure to the party in the public domain; (B) after disclosure to the party became part of the public domain through no fault of the receiving party; (C) was independently developed by a party without reference to the Confidential Information of the other party and such independent development is supported by competent and sufficient evidence; or (D) was ordered to be disclosed by a court, administrative agency, or other government body.
12. General Provisions:
- Governing Law: The Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws.
- Severability. The invalidity or unenforceability of any particular term of this agreement will not affect or limit the validity or enforceability of the remaining terms.
- Independent Contractor: Customer and RCU are independent contractors, and nothing contained in this Agreement shall be construed to: (1) give either party the power to direct and control the day-to-day activities of the other; (2) constitute the parties as partners, joint ventures, co-owners or otherwise; or (3) allow either party to create or assume any obligation on behalf of the other party for any purpose.
- Waiver. No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.
- Currency: All references to currency herein are quoted in Canadian dollars.
- Taxes: In addition to the License Fee specified, the amount of any present or future sales, use, excise or similar tax applicable to the sales of the Product(s) will be paid by the Customer. Where applicable, RCU shall invoice such taxes as a separate line item in applicable invoices and shall pay such amount of tax to the appropriate taxing authority upon receipt of such amount from Customer.
- Entire Agreement: This Agreement (including any schedules, exhibits, Order Form to this Agreement) constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, conditions and warranties, both written and oral, regarding such subject matter.