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 content (the “RCU Product(s)”) which may be displayed on Customer’s website, in-store or both. Any new features or tools which are added to the current Products shall be also subject to these terms and conditions.
This Agreement takes effect when you click an “I Accept” button (the “Effective Date”).
Following the Effective Date, RCU will have 10 business days or as agreed upon by the parties to provide Customer access to the Products (“Implementation Period”).
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.
- 1.1 “RCU Property” shall mean the RCU Product(s), any associated documentation, RCU’s website architecture and content as well as any data collected by RCU from the interaction with the RCU Products by an individual; and
- 1.2 “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.
- Term. 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.
- 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.
- RCU may suspend your right to access the Products immediately upon notice to you if we determine:
- You are in breach of this Agreement;
- You are in breach of your payment obligations.
- 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.
- 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:
- 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; and
- It undertakes to use the Products in compliance with all laws, regulations, practices, rules and regulatory guidelines applicable to Customer and agrees that RCU is under no obligation to verify that the Products are used in such manner. The Customer agrees that all products and services sold in association with the Products shall be sold, distributed, and advertised in accordance with all applicable laws of Canada.
- License Terms
- Subject to the restrictions stated in this Agreement and any Order Form, RCU hereby grants to Customer a non-exclusive, non-transferable license, worldwide, royalty-free license to use the Products provided to Customer under any Order Form, except as set out in this Agreement, without the right to sublicense, for the License Term set forth in each respective Order Form. For the avoidance of doubt, Customer agrees that it will not assign, license, sub-license, grant or create any interest in the RCU Products or their use to any person or corporation or attempt to do so.
- AII RCU Property is the Intellectual Property of RCU and is 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 to any RCU Property of and kind, including, but not limited to, the intellectual property of RCU. RCU has 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 or an Order Form.
- 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 of the RCU Property; (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 or Order Form; or (f) copy or replicate RCU’s Property or enter into a competitive business with RCU.
- Customer agrees not to use or permit the use of the RCU Property or any part thereof for purposes that are, or could be deemed, inappropriate, illegal or unlawful, or to encourage illegal or unlawful activities.
- Ownership of Data
- Customer acknowledges and understands that RCU will be collecting anonymized data from those individuals that interact with the RCU Products, including but not limited to, when Customers patrons or clients answer questions provided by RCU online and in-store. Customer understands RCU represents and warrants that the questions posed by RCU will not identify any personally identifiable information about the individual who is responding to such questions and, as such, no personally identifiable information will be collected by RCU. Without limiting the foregoing, RCU agrees that it shall not collect, use, disclose or disseminate any personal information (as such term is defined by the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5), as amended from time to time) whatsoever of any customer or client of the Customer, or any personal information of any user of Customer’s website. Customer understands that RCU will have full title and interest in the data that is properly collected in accordance with this Agreement and will use that data (to the exclusion of others), without restriction.
- 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.
- 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 any improper use of the Products or other RCU Property, breach of this Agreement by Customer or any claims made against RCU by Customer’s patrons or customers which did not result from, or in connection with,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 RCU be liable to Customer 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.
- 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 and, 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’s 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 hereunder.
- The provisions above shall not apply to any information which: (a) was at the time of disclosure to the party be 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
- Any RCU Product or content posted on Customer’s website or otherwise licensed hereunder shall include such disclaimer language as may be reasonably required by Customer from time to time, pursuant to which RCU will confirm that any and all information, statements, views, advice, recommendations and opinions contained in the corresponding Products are offered solely by RCU and not by Customer.
- General Conditions
- 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 the 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.
- Assignment. Neither party may assign this Agreement or their rights or obligations hereunder without the consent of the other part.
- Taxes: In addition to the License Fee, the amount of any present or future sales, use, excise or similar tax applicable to the sales of the Products 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.
Complete Agreement The Agreement, including the documents it incorporates by reference, constitute the entire agreement between Customer and RCU and govern your use of the Products.