Terms and Conditions
HEXO Operations Inc. – Up.ca
BY REGISTERING FOR AN ACCOUNT OR USING ANY OF THE SERVICES OR THE WEB SITE, YOU ARE SUBMITTING YOUR ACCEPTANCE TO THESE TERMS AND ARE AGREEING TO BE BOUND BY AND BE A PARTY TO THIS BINDING CONTRACT.
IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT HAVE THE MINIMUM AGE REQUIRED BY LAW, OR DO NOT HAVE THE AUTHORITY TO AGREE TO THEM ON BEHALF OF YOUR ORGANISATION, YOU ARE PROHIBITED FROM USING OR ACCESSING THE WEB SITE, YOU MUST NOT REGISTER FOR AN ACCOUNT WITH US AND MUST NOT USE THE SERVICES.
- Changes to these Terms. HEXO may, at any time and from time to time at its sole discretion, update, revise, supplement, replace, and/or otherwise modify these Terms and/or impose new or additional rules, policies, terms, or conditions on you with respect to use of the Services and/or the Web Site, without specific notice to you. Such updates, revisions, supplements, replacements, modifications, and additional rules, policies, terms, and conditions (collectively referred to as “Revised Terms”) will be effective immediately upon the Revised Terms being posted to the Web Site or by HEXO otherwise communicating them to you (as the case may be). Any continued use of the Services and/or the Web Site following such posting of the Revised Terms to the Web Site or HEXO otherwise communicating them to you, will be deemed to constitute acceptance of the Revised Terms. If we do update the Terms and you do not agree to the Revised Terms, you must stop using the Services and the Web Site.
Copyright and Proprietary Rights.
- The Web Site contains proprietary information and material that is owned by HEXO, its subsidiaries, affiliates and/or licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. Without limiting the foregoing, the content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Web Site, all information stored on and made available through the Web Site, and all documents, reports, forms, graphics, graphs, and other materials created or made available through the Web Site and/or the Services (collectively, the “Web Site Content”), are protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights. You acknowledge and agree that you will not use such proprietary information, materials or Web Site Content in any way whatsoever except for use of the Services and Web Site in compliance with these Terms. All rights in the Web Site and the Web Site Content are reserved worldwide and the copying, redistribution, use or publication by you of any such Web Site Content or any part of the Web Site is strictly prohibited. It is strictly prohibited to retain, distribute, or use any portion of the Web Site or Web Site Content except as expressly allowed in these Terms. HEXO and the authors of the Web Site Content maintain all moral rights in and to all Web Site Content published on the Web Site.
- The Web Site may contain trademarks, service marks, logos, icons and trade-names that are the property of HEXO (collectively, the “HEXO Trademarks”) or such other party as is indicated with respect to that trademark, service mark, logo, icon, or trade-name. You are not permitted to use the HEXO Trademarks for any purposes other than those specified in these Terms.
- Advertising and Promotions. The Third Party Content may include advertising or promotional material of third parties and HEXO may in its discretion advertise HEXO products or services or make available advertisements and promotions through the Web Site or Web Site Content. All such advertising and promotions are subject to availability and are made available on an “as-is” basis without warranty or representation of any kind. With respect to any Third Party advertising, HEXO reserves the right to add or remove advertising to or from the Web Site and/or the Services in its discretion, for any reason or without reason, and without specific notice to you. With respect to any advertising or promotion of or relating to any product or service of HEXO, HEXO reserves the right to amend, modify, extend or cancel any such advertising or promotion in its discretion and without specific notice to you.
- Canadian Residents. Use of the Web Site, including the Services and Products made available through the Web Site is limited to individuals resident in Canada who have attained the age of majority applicable in the province from which the Web Site is accessed. Individuals not ordinarily resident in Canada or minors are not permitted to access or use the Web Site, Services, and Products. HEXO makes no representations, warranties, or guarantees the Web Site, Services, and/or Products are available for use in jurisdictions outside Canada. Use of the Web Site, Services, and/or Products in locations where the Web Site, Services, and/or Products are illegal is strictly prohibited. You are solely responsible for compliance with your local applicable laws, should you choose to access or use the Web Site, Services, and/or Products. HEXO is not liable for and disclaims any responsibility for any such unauthorized use of the Web Site, Services, and/or Products.
- Limited Right to Use. You may use the Web Site and Web Site Content for the sole purpose of accessing and using the Web Site and Services, including in connection with the use of HEXO’s Products. You acknowledge and agree that you will not use HEXO proprietary information, materials or Web Site Content in any way whatsoever except for use of the Web Site and Services in compliance with these Terms. The download, retention, use, publication, copying, or redistribution by you of any such Web Site Content is strictly prohibited, and you do not acquire ownership rights to any Web Site Content or HEXO Trademarks or other materials viewed or accessed through the Web Site.
- Submitted Content. All graphics, images, text, statements, feedback, comments or other information uploaded, posted, sent or otherwise made available or communicated by you to HEXO through the Web Site and/or the Services (collectively, the “Submitted Content”) will forever be the property of HEXO. You agree that HEXO shall be free to use, compile, process, adapt, disclose, reproduce, license, distribute and/or otherwise exploit the Submitted Content as HEXO sees fit in its sole discretion, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. The Submitted Content, even if designated as confidential by you, shall not, absent a separate written agreement between HEXO and you, create any confidentiality obligation for HEXO, and HEXO will not be liable for any ideas for its business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future HEXO products, services or operations.
The following provisions of this Section 8 apply to the extent HEXO makes available to you an online account relating to the Web Site:
- You may receive an account registered with HEXO at the Web Site to enable you to use features of the Services (an “Account”).
- You agree to provide accurate, current, and complete information required to register or create an Account, and whenever information relating to you is required in connection with the Web Site or Services (the “Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. HEXO may terminate your right to access and/or use any or all of the Web Site, an Account or the Services if any information you provide is false, inaccurate or incomplete. You agree that HEXO may store and use the Registration Data you provide for use in maintaining and managing your Account, including, if applicable, credit card information for billing fees to your credit card.
- You are solely responsible for controlling access to your Account, and maintaining the confidentiality and security of your Account and related password information. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify HEXO of any unauthorized use of your Account or any other security breach that you become aware of. HEXO shall not be responsible for any losses arising out of the unauthorized use of your Account.
- Your right to access and use the Web Site and Services is not transferable. Any password or right given to you to obtain the Services and access the Web Site is not transferable.
- Your access to the Web Site, an Account and/or the Services is completely at the discretion of HEXO, and we reserve the right to block, suspend or terminate your access to the Web Site, an Account and/or the Services at any time for any reason. You agree that HEXO may at its discretion and without prior notice delete your Account and any related materials including personal information, data, text, files, images and all other materials.
User Conduct. You agree to use the Web Site, the Services or any functionality of the Web Site or Services, and your Account in a responsible manner that is in full compliance with these Terms, and with your local laws and regulations. You shall not, and you agree not to use the Web Site or any Services to:
- post or transmit any material which (i) violates or infringes in any way upon the rights of others, (ii) is unlawful, threatening, abusive, defamatory, hurtful, invasive of privacy or publicity rights, vulgar, obscene, hateful, profane or otherwise objectionable, or (iii) contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Web Site;
- download, retain, modify, translate, use, publish, distribute, reproduce, copy, or transfer any right to use the Web Site Content, except as expressly permitted by these Terms;
- use or attempt to use another person’s Account, Services, or personal information, or impersonate another person or entity;
- remove, circumvent, disable, damage or otherwise interfere with any access control or security-related features of the Web Site or the Services;
- advertise or perform any commercial solicitation, including, but not limited to, the solicitation of other users of the Web Site;
- restrict or inhibit any other person from using or enjoying the Web Site or the Services offered through the Web Site;
- copy, mirror, alter, disassemble, decompile, create derivative works based on, or reverse engineer the Web Site Content or any portion thereof, including any aspect or feature of the Services;
- engage in practices such as “screen scraping”, “database scraping” or “automated form filling” to retrieve, test or obtain lists of users, orders or other information generated or processed by or stored via the Web Site, any Account or the Services;
- remove, modify or alter any HEXO copyright, trademark or other proprietary rights notices from any part of the Web Site or the Services, or upload, post or otherwise make available on or through the Web Site and/or the Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right;
- sell, resell, license, sublicense, rent, lease, lend, market, transfer, assign, distribute, offer in a service bureau, time share, or otherwise part with or make available to any third party, in whole or in part, any part of the Web Site, any Account or the Services; or
- other than use of the Web Site and the Services by you in accordance with these Terms, offer, for a fee or free of charge, services consisting of processing data through the use of the Web Site or the Services.
Changes to Accounts and Services.
- HEXO reserves the right, for any reason, in its sole discretion, to terminate, change, amend, or suspend an Account or any of the Services. HEXO may impose limits on all or certain features of the Services or restrict your access to part or all of the Services or the Account without notice or liability. HEXO reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Services, with or without notice.
- Your access to the Web Site, an Account and/or the Services is completely at the discretion of HEXO, and HEXO reserves the right to block, suspend or terminate your access to the Web Site, an Account and/or the Services at any time for any reason, including non-compliance with these Terms and/or any violation of applicable laws or regulations.
- Indemnification. You agree to indemnify, defend and hold us and our partners, attorneys, staff, advertisers, product and service providers, affiliates, and all parties from whom HEXO has licensed portions of Web Site Content, and their directors, officers, and employees, harmless from and against any and all liability, loss, damage, claim, cost and expense, including reasonable attorney’s fees, arising out of or related to: (i) your breach of these Terms; (ii) your use of the Web Site or the Services; (iii) any action taken by HEXO as part of its investigation of a suspected violation of these Terms; or (iv) your violation of any third party intellectual property or other rights in relation to your use of the Web Site or the Services. HEXO reserves the right, subject to indemnification by you, to assume the exclusive defence and control of any matter initially subject to your defence, indemnification and hold harmless obligations herein, and you shall not in any event settle any matter without the prior written consent of HEXO.
- Disclaimer. THE SERVICES, THE WEB SITE, THE PRODUCTS, THE WEB SITE CONTENT, AND THE INFORMATION AVAILABLE FROM OR THROUGH THE WEB SITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” AND ALL WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, A SPECIFIC RESULT OR ANY PURPOSE). ALL SUCH WARRANTIES, PROMISES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE INFORMATION HOSTED ON THE WEB SITE, THE WEB SITE CONTENT, AND THE SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. HEXO DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE WEB SITE AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT INFORMATION AVAILABLE THROUGH THE WEB SITE OR THE SERVICES WILL BE ACCURATE OR ERROR-FREE, OR THAT THE WEB SITE, THE WEB SITE CONTENT AND/OR THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND HEXO DISCLAIMS ANY LIABILITY RELATING THERETO. YOU AGREE THAT, FROM TIME TO TIME, HEXO MAY TAKE DOWN OR REMOVE THE WEB SITE AND/OR SERVICES OR ANY FUNCTIONALITY THEREOF, FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES OR ANY OF THEM AT ANY TIME, WITHOUT NOTICE TO YOU.
Exclusions and Limitations of Liability.
- You agree that we, and our directors, officers, employees, agents or other representatives, will not be liable for any direct, special, incidental, indirect, or consequential damages of any kind, or for any damages whatsoever resulting from or relating to: (1) suspension, loss or interruption of the Services; (2) your use of the Web Site and/or the Services; (3) interruption of the Services or any aspect or functionality of the Web Site; (4) loss or liabilities resulting from acts or events beyond our control; (5) data non-delivery, mis-delivery, corruption, destruction or other modifications; or (6) damages or consequences arising from or related to the inappropriate or unauthorized use of the Web Site, the Web Site Content and/or the Services.
- IN ADDITION TO OTHER LIMITATIONS AND EXCLUSIONS IN THESE TERMS, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, THAT MAY RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEB SITE OR THE SERVICES, FAILURE OF HEXO TO PROVIDE THE WEB SITE OR THE SERVICES, THE LOSS OF DATA, PERFORMANCE OF THE WEB SITE AND/OR SERVICES, NON-PERFORMANCE OF THE WEB SITE AND/OR SERVICES, AND/OR THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, IN ALL CASES WHETHER OR NOT HEXO HAS BEEN ADVISED OF THE POSSIBILITY OF SAME.
- OUR TOTAL, MAXIMUM AGGREGATE LIABILITY AND THE TOTAL, MAXIMUM AGGREGATE LIABILITY OF HEXO’ REPRESENTATIVES, ARISING FROM OR RELATING TO THESE TERMS (REGARDLESS OF THE FORM OF ACTION OR CLAIM, E.G., CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY) IS LIMITED TO ONE DOLLAR ($1) CANADIAN.
- 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, ANY ACCOUNT, OR YOUR ABILITY OR RIGHT TO USE THE WEB SITE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
- Electronic Messages. As part of registering an Account with HEXO or otherwise in the course of your use of the Web Site and/or Services, you may be asked whether you consent to receive commercial electronic messages from us, including, without limitation, email, push messaging or SMS messages. Such consent is not required for your use of the Web Site, Services, and/or Products. If you consent to receive electronic messages from us, such consent will be governed by the terms that you agreed to when you provided your consent. In addition, if you consent to receive such electronic messages, such electronic messages may be subject to text message and data rates from your telecom provider. If you consent to receive electronic messages from us and wish to no longer receive such electronic messages, you can click “unsubscribe” on any of those electronic messages, at any time.
- Proposed Service Offerings. All descriptions of proposed services are based on assumptions subject to change and you should not rely on the availability or functionality of such proposed services until they are actually offered through the Web Site.
- Information and Press Releases. The Web Site may contain information and/or press releases about us. We disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in a press release or other information on the Web Site, should not be relied upon as being provided or endorsed by us.
- Governing Law. These Terms and all matters relating to your use of the Services and the Web Site shall be governed by and construed in accordance with the laws of the Province of Ontario (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms shall be brought solely in the courts of the Province of Ontario.
- Entire Agreement. These Terms constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the subject matter hereof.
- Limitation Period. Any cause of action by you with respect to the Web Site or the Services (and/or any information related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred.
- Remedies. No remedy conferred upon or reserved in our favour under these Terms will exclude any other remedy so conferred or reserved or existing at law or in equity but each will be cumulative and in addition to every other remedy given under these Terms or existing at law or in equity.
- Severability. Should any part of these Terms or the application thereof to any person or circumstances, to any extent, be held invalid or unenforceable, that portion shall be modified so as to be enforced to the fullest extent permitted at law and the remaining portions, or the application of such part to persons or circumstances other than those in respect of which it is held invalid or unenforceable, shall not be affected thereby and each part of these Terms shall be separately valid and enforceable to the fullest extent permitted by law.
- No Agency. No agency, partnership, joint venture or franchise relationship is implied, intended or created by these Terms, the provision of an Account, or the provision of any Services.
- No Waiver. Our failure to enforce or insist upon strict compliance with any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
- Choice of Language. The parties acknowledge that they require that these Terms 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.
- Complaints. If you would like to make a complaint regarding the Services, another user, any Web Site Content or anything you have viewed on the Web Site, please submit an email to us at email@example.com with subject line that includes “Complaint”. Include as much detail as possible. Please note that we are under no obligation to take any action against another user or other person unless required by law. HEXO endeavors to answer complaint e-mails within a commercially reasonable timeframe