Last updated October 6, 2020.
If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms and Conditions, as they may be amended from time to time. If the individual accepting this Agreement does not have such authority, or does not agree with these Terms and Conditions, such individual must not accept this agreement and may not use or access the CannSell Platform or services.
CCRC reserves the right to, at its sole discretion to change, modify, add, or delete portions of the Agreement at any time without further notice. Continued access or use of the CannSell Platform after such changes are posted will signify your acceptance of the updated or modified Agreement. You should visit this page periodically to review this Agreement.
“Action" has the meaning set forth in Section 11.
"Affiliate" means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” means these Terms and Conditions.
“Business Day" means any day other than a Saturday or a Sunday or any other day on which Canadian chartered banks in Toronto, Ontario generally are closed for business.
"Confidential Information" means any information that is treated as confidential by a party, including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, financial, technical and scientific information, and information pertaining to customers, business, pricing, and marketing. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
"Course" means, collectively, the educational training programs designed, developed, and offered for sale by CCRC in an electronic, self-directed format suitable for use online pursuant to this Agreement to Users and Participants seeking the knowledge necessary to service adult-use cannabis consumers in a retail environment, including all research panels and examinations related thereto.
"Course Subscription" means a subscription that entitles one (1) individual User to enrol in and take one (1) version of a Course only. For greater certainty, each version of the Course will require its own Course Subscription other than research panels and examinations which shall not require a subscription.
"Disclosing Party" means a party that discloses Confidential Information under this Agreement.
"Intellectual Property" means all tangible and intangible intellectual and industrial property created, developed or reduced to practice by a party including, without limitation: software in object code and source code form, compilations of data, computer databases, documentation, reports, studies, abstracts, summaries, specifications, technical information, tools, methodologies, processes, techniques, analytical frameworks, algorithms, formulas, designs, industrial designs, know-how, business methods, confidential information, works of authorship, mask works, integrated circuit topographies, inventions, improvements, models, drawings, products, schemas, prototypes, architectural plans and all other related material.
"Intellectual Property Rights" means collectively, any and all of the following legal and beneficial rights, title, or interests in or arising throughout the world, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired, including all renewals and licenses thereof: (i) patents, patent applications and patent rights, including any such rights granted upon any reissue, re-examination, divisional, extension, provisional, continuation or continuation-in-part applications, in inventions and discoveries; (ii) rights associated with works of authorship and literary property rights, including copyrights, copyright applications and copyright registrations, and moral rights; (iii) rights relating to know-how or trade secrets, including ideas, concepts, methods, techniques, inventions and other works, whether or not developed or reduced to practice, rights in industrial property, customer, vendor and prospect lists, and all associated information or databases, and other confidential or proprietary information; (iv) industrial designs, industrial models, utility models, certificates of invention and other indicia of invention ownership; (v) Trademarks; (vi) all rights in data, including sui generis database rights; and (vii) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to Intellectual Property or intangible property, including any other statutory provision (including Laws governing domain names) or common Law principle (including trade secret Law and Law relating to information of the same or similar nature and protected in the same or similar way) governing Intellectual Property, whether registered or unregistered.
"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, territorial, municipal, or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
"CCRC IP" has the meaning set forth in Section 6.
"Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Order Form” means an ordering document or online order specifying the Services, to be provided hereunder that is entered into between User and CCRC or any of its Affiliates, including any addenda and supplements thereto.
"Participant" means an individual who is an employee or independent contractor of a User and has a Course Subscription. Each Participant shall also be considered a individual User and subject to this Agreement.
"Person" means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity.
"Receiving Party" means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.
"Services" means the products and Courses that are ordered by the User under an Order Form or online purchasing method, and made available online by CCRC, including associated CCRC offline or mobile components (as applicable) to User pursuant to this Agreement.
"Term" has the meaning set forth in Section 16.
"Trademarks" means trade-marks whether registered or in the common Law, service marks, Internet addresses (URLs), service names, and the goodwill associated therewith.
“User Content” means all content and materials submitted by User or a Participant to the Platform or to CCRC while participating in the Course, including names, contact information, images, likenesses, feedback, suggestions, panel responses, examination results, Course results and related content.
(a) Registration Fee. In order to use the CannSell Platform and/or any Services, the User will be required to create a User account and pay the Course Subscription fee in accordance with the payment terms below.
(b) User Information. The User warrants that (a) all information supplied by the User a on the CannSell Platform is true, accurate, current and complete; (b) the User is over the age of majority; and (c) the User possesses the legal authority to enter into this Agreement and to use this CannSell Platform in accordance with all terms and conditions herein.
3. PAYMENT TERMS
(a) Course Payments. User shall make an initial purchase of Course Subscriptions for the desired Course(s) and the number of subscriptions. CCRC shall provide User a licence code that will be valid for the specified Course and number of Course Subscriptions purchased. If User is purchasing multiple Course Subscription, User shall provide the licence code to each individual User for each Course to enable them to access the online learning CannSell Platform through which the Course will be provided.
(b) Other Payments. User shall make any other required payments for any additional services or products as required and all other fees and taxes as set out during the course of the registration process.
(c) Taxes and Refunds. All amounts are exclusive of any taxes, levies, duties or similar governmental assessments of any nature (collectively “Taxes”), unless otherwise indicated. User is responsible for paying all taxes associated with all purchases hereunder. All payments are non-refundable, unless otherwise agreed by CCRC.
(d) Overdue Charges. Where User fails to pay any amount when due, CCRC shall have the right, in addition to any other rights or remedies available to it, to charge, and User shall pay, interest on such overdue amounts at the rate of eighteen percent (18%) per annum calculated daily and compounded monthly (effective rate of 19.56% per annum).
(a) General. CCRC shall offer the Courses in accordance with these Terms and Conditions.
(b) Use. Each Course Subscription shall be for and used by one (1) individual User only, regardless of which Course is selected. User purchasing multiple Course Subscriptions on behalf of Participants shall be solely responsible for the conduct of the Participants taking the Course, including any misuse of the Course, and shall take reasonable steps to ensure that no Participant takes any action that would be detrimental to or damage the Course or disrupt the use of the Course by any other User. Each User must agree to and comply with the Terms and Conditions and any other policies applicable to the online components of the Course, and User shall be responsible for the failure of any of its Participants to comply with such terms and policies. User shall take all necessary steps to inform CCRC immediately of any failure by a Participant to comply with the foregoing obligations and shall comply with any reasonable requests from CCRC to address such failures. Each Course Subscription shall be incorporated into and subject to the terms of this Agreement.
5. OWNERSHIP OF CONTENT
All materials displayed or otherwise accessible through the CannSell Platform, including but not limited to text, layout designs, graphics, videos, photos, trade-marks, logos and other materials (collectively, “Content”) are protected by copyright and trademark laws. As between CCRC and User and/or Participant, CCRC shall own all right, title, and interest in and to the CannSell Platform, including the Content and all source code, object code, and interfaces developed for or relating to the CannSell Platform, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the “CCRC Intellectual Property”). User and/or Participant will have no rights with respect to the CCRC Intellectual Property other than those expressly granted under this Agreement. Unless otherwise agreed in writing by CCRC, User will have no right to develop (or to permit any third party to develop) any software tool or other application that interfaces with the CannSell Platform.
User does not acquire ownership right or any implied right to any Content obtained, accessed or viewed through the CannSell Platform, and the posting of information or materials on the CannSell Platform does not constitute a waiver of any rights in such information, materials and/or Content.
6. INTELLECTUAL PROPERTY RIGHTS
(a) Other than as may be expressly provided herein, nothing in this Agreement shall be construed as granting either party any license or other right to use any Intellectual Property or other property that such party may now or hereafter own, possess, or in which it may hold licensing rights.
(b) It is understood and agreed that Intellectual Property Rights currently owned by or licensed to CCRC or any of its Affiliates, including any CCRC or CannSell trademarks and any Intellectual Property Rights in the Course, including data collected through use by User’s employees or customers of the Course in accordance with this Agreement (the "CCRC IP"), shall continue to be owned by CCRC. User agrees not to take any action inconsistent with CCRC’s ownership of the CCRC IP. User will not take any action that infringes upon the CCRC IP.
(c) By submitting, posting, uploading or displaying User Content on or through the CannSell Platform or participating in any Course, User and/or Participant grants CCRC a royalty-free, perpetual, irrevocable, unrestricted, non-exclusive, worldwide license to use, sublicense, collect, reproduce, store, compile, download, adapt, translate, modify, make derivative works from, transmit, publish, distribute, publicly perform or display such User Content for any purpose using any form, media, technology now known or late developed without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of CCRC.
(d) In addition, User hereby (i) agrees to waive all moral rights in any User Content in favour of CCRC; (ii) consents to the User’s name, address and e-mail address appearing as the author or contributor of any such User Content, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with such User Content; (iii) acknowledges and agrees that CCRC is not responsible for any loss, damage, or corruption that may occur to the User Content; and (iv) acknowledges and agrees that any User Content provided for display by User on the CannSell Platform will be considered non-confidential, and may be shared with third parties including CCRC’s customers, clients, vendors and business partners, or used by CCRC for any research, archival, business development, marketing or other purpose. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content submitted.
7. ACCESS TO PLATFORM AND RESTRICTIONS ON USE
(a) Access to Platform. Subject to the terms and conditions of this Agreement, CCRC hereby grants to User a limited, non-transferable and non-exclusive licence to access, view and use the CannSell Platform for User’s personal, non-commercial use, which includes the right to download, store and print single copies of items comprising the Content for the User’s personal, non-commercial use, provided that all copyright and other notices contained in such Content is maintained.
(b) Restrictions on Use. Except as expressly provided in this Agreement, User will not (and will use commercially reasonable efforts to restrict Participants and any other third party, to) make any use or disclosure of the CannSell Platform or the Content that is not expressly permitted under this Agreement. Without limiting the foregoing and unless otherwise agreed in writing by CCRC, User will not and will use commercially reasonable efforts to restrict Participants and any third party from: (a) modifying, copying, distributing, transmitting, displaying, reproducing, publishing, licensing, creating derivative works from, transferring, or selling or re-selling any information obtained from or through the CannSell Platform; (b) removing or modifying any proprietary markings or restrictive legends placed on the CannSell Platform or the Content; (c) using the CannSell Platform or the Content in violation of any applicable law, rule, or regulation or for any purpose not specifically permitted in this Agreement; or (d) providing access to the Platform to any third party.
(c) Third Party Links. At CCRC’s discretion, the CannSell Platform may contain links to third-party websites. The links are not to be considered as an endorsement by CCRC of the contents of such third-party sites. CCRC is not responsible for the content of any third-party website, nor does it make any representation or warranty of any kind regarding any third-party website. The use of such third-party websites shall be at the User’s own risk.
8. CONFIDENTIAL INFORMATION
(a) For greater certainty, any data insights provided by CCRC in the course of this Agreement, and throughout the CannSell Platform, the Course, and the Content are the Confidential Information of CCRC.
(b) The Receiving Party agrees during the Term and for the seven (7) year period following the expiry or termination of this Agreement:
(i) not to disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its and its Affiliates, and their officers, directors, employees, consultants and legal advisors who have a "need to know", who have been apprised of this restriction and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 8, and provided the Receiving Party shall be responsible for the acts or omissions of such individuals with respect to the Confidential Information of the Disclosing Party;
(ii) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of User, to make use of the Services; and
(iii) to promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party.
(c) If the Receiving Party becomes legally compelled to disclose any Confidential Information by law or an order of a court of competent jurisdiction, the Receiving Party shall provide:
(i) to the extent permissible by Law, prompt written notice of such requirement to the Disclosing Party so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
(ii) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.
If, after providing such notice and assistance as required herein, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose and, upon the Disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
(d) Nothing in this Agreement shall prevent either party from using any general methodologies or know-how contained in the unaided memory of such party’s personnel or those of its Affiliates developed or disclosed under this Agreement, provided that in doing so it is not in breach of its obligations of confidentiality under this Section 8 or using any Intellectual Property Rights of the other party or any of its Affiliates.
(e) The Receiving Party acknowledges and agrees that the Disclosing Party may suffer irreparable harm in the event that it breaches any of its obligations under this Section 8 of this Agreement, and that monetary damages would be inadequate to compensate the Disclosing Party for such breach. Accordingly, the parties agree that, in the event of a breach or threatened breach by a party of this Section 8 of this Agreement, the other party shall, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, be entitled to specific performance, an interim injunction, interlocutory injunction and permanent injunction in order to prevent or to restrain any such breach by the other party, or by any or all of the partners, joint venturers, employees, servants, agents, representatives or any and all persons directly or indirectly acting for, on behalf of or with the other party.
9. CERTIFICATION AND AUDITS
CCRC reservices the right to audit completed Courses and provide reports of such completed Courses, which shall includer a User’s full name, to provincial regulators. Should CCRC determine that User and/or Participant has submitted any false information in the provision of a Course, the certificate will be voided. CCRC also reserves the right to complete User audits at any point while you have your certification. As a result of an audit or for any other reasonable cause, as determined by CCRC in its absolute discretion, CCRC reserved the right to revoke User and/or Participants certification at any time. Refunds will not be issues for voided or revoked certifications.
10. REPRESENTATIONS AND WARRANTIES
(a) Each party represents and warrants to the other party that it has validly entered into this Agreement and has the legal power to do so.
(b) EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 10, (A) CCRC HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT; AND (B) THE CANNSELL PLATFORM AND THE CONTENT ARE PROVIDED “ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS AND CCRC MAKES NO WARRANTY WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE, FREE OF HARMFUL CODE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT CCRC MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PLATFORM AND THE CONTENT ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND. CCRC DOES NOT WARRANT OR GUARANTEE THE QUALITY, ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PLATFORM AND THE CONTENT. THE USER EXPRESSLY AGREES THAT THE USER’S USE OF THE PLATFORM IS AT THE USER’S SOLE RISK.
(a) User shall defend, indemnify and hold harmless CCRC and its officers, directors, shareholders, employees, agents, successors and permitted assigns (each, a “CCRC Indemnitee”) from and against any and all Losses incurred by such CCRC Indemnitees in connection with any third-party claim, suit, action, proceeding, or government order or prosecution (each an “Action”) to the extent arising from, or resulting from User violation of this Agreement. Nothing herein shall restrict the right of CCRC to participate in a claim, action or proceeding through its own counsel and at CCRC’s own expense.
(b) User shall not settle any Action in a manner that adversely affects the rights of a CCRC Indemnitee without the CCRC Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. User”s failure to perform any obligations under this Section 11 shall not relieve the User of its obligations under this Section 11 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. User may participate in and observe the proceedings at its own cost and expense. In the event that User is in a conflict position with any CCRC Indemnitee, User shall appoint counsel of CCRC Indemnitee’s choosing for their representation at User’s expense.
12. LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL CCRC’S LIABILITY TO USER EXCEED THE REGISTRATION FEE. CCRC WILL NOT BE LIABLE TO USER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM USER’S RIGHTS) FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, OR LOSS OF GOODWILL OR REPUTATION) WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATING TO THE PLATFORM, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER CCRC WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
(b) CCRC IS NOT RESPONSIBLE FOR ANY CONTENT THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE.
13. NO ADVICE
The CannSell Platform and the Content are for informational, training, and demonstrative purposes only, and may not be relied upon as professional, medical, legal, or other advice. You are responsible for obtaining appropriate advice from external sources prior to acting upon any information available at or through the CannSell Platform.
14. NO PARTNERSHIP
Nothing in this Agreement shall be construed as constituting a joint venture, partnership, or relationship of principal and agent or employer and employee between CCRC and User or any other relationship between the parties whereby one has express or implied authority over or authority to bind the other.
15. FORCE MAJEURE
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire or explosion; (iii) war, invasion, riot or other civil unrest; (iv) actions, embargoes or blockades in effect on or after the date of this Agreement; and (v) national or regional emergency.
16. TERM AND TERMINATION
(a) Term. The term of this Agreement shall commence on the date the User first accepts the Agreement and continues until the later of (i) all subscriptions hereunder have expired or have been terminated, and (ii) access to the CannSell Platform has expired or has been terminated (the “Term”).
(b) Method of Termination. Other than upon the expiration of the Term, this Agreement may be terminated by either party upon the occurrence of a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or Agreement by the other party, which breach has not been cured within thirty (30) days after receipt of written notice thereof by the breaching party from the other and the further provisions of this Section 17 will apply. However, if a party has made a general assignment for the benefit of its creditors or a proposal or arrangement under the Bankruptcy and Insolvency Act (Canada) (or any similar legislation in any other applicable jurisdiction), or a petition is filed against the other party under such legislation, or if the other party shall be declared or adjudicated bankrupt or if a liquidator, trustee in bankruptcy, custodian, receiver, manager, or any other officer with similar power shall be appointed of or for the other party or if the other party shall commit an act of bankruptcy or shall propose a compromise or arrangement or institute proceedings to be adjudged bankrupt or insolvent or consents to the initiation of such appointment or proceedings or admits in writing its inability to pay debts generally as they become due, then this Agreement may be terminated by the other party immediately and without further notice and the further provisions of this Section 16 will apply.
(c) Without notice to the User, CCRC reserves the right to suspend, and/or terminate the User’s access to the CannSell Platform if CCRC determines in its sole discretion that the User has violated this Agreement.
(d) Clauses Surviving Termination. The rights and obligations of the parties set forth in Section 6 (Intellectual Property Rights); Section 8 (Confidential Information); Section 10 (Representations & Warranties), Section 11 (Indemnification), Section 12 (Limitation of Liability), and any other right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
(a) Usage of Analytics. CCRC may use analytics to monitor, identify, and collect trend and usage statistics, including, without limitation, how often different features of the CannSell Platform are used, how often different buttons and menu items are clicked, execution time for different operations, error reports, download locations, versions, platform information, application and site usage, features usage, exception tracking, and operating system information (collectively, “Analytical Information”). Such Analytical Information does not include any information that personally identifies the User. User hereby agrees that CCRC may collect such Analytical Information and use it in anonymized, aggregated form to provide, operate, manage, maintain, and enhance the CannSell Platform.
(b) Headings. The Section and paragraph headings contained herein are included solely for convenience, and are not intended to be full or accurate descriptions of the content thereof and shall not be considered part of this Agreement or to affect the interpretation hereof.
(c) Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement or any Schedule attached hereto are in Canadian funds.
(d) Entire Agreement. This Agreement (and any other terms, conditions and policies referenced herein) constitutes the entire agreement between CCRC and User with respect to the CannSell Platform and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the CCRC and User with respect to the Platform. This Agreement may not be modified except by a written instrument duly executed by the parties hereto.
(e) Severability. If any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into this Agreement on the part of any party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render this Agreement as modified legal and enforceable to the maximum extent permitted under applicable Laws.
(f) No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any non-compliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of this Agreement may be waived or amended only in writing and only by the party that is entitled to the benefits of the term(s) or condition(s) being waived or amended. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar). Unless stated otherwise, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at Law, in equity, or otherwise.
(g) No Assignment. Neither party may assign, transfer or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, not to be unreasonably withheld; provided that, CCRC may assign the Agreement to an Affiliate or to a successor of all or substantially all of the assets of CCRC through merger, reorganization, consolidation or acquisition without such consent. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.
(h) Governing Law and Venue. This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to principles of conflicts of law. User agrees and hereby submits to the exclusive jurisdiction of the courts of Toronto, Ontario with respect to all matters relating to User’s access to and use of the CannSell Platform.
(i) Interpretation. For purposes of this Agreement, (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections and Schedules refer to the Sections and Schedules attached to this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.