Terms of Use

1. Your relationship with Provender

Your use of Provender's products, software, services and web sites (referred to as "Sites") (collectively referred to as the "Services" in this document and excluding any services provided to you by Provender under a separate written agreement) is subject to the terms and conditions set forth below (the "Terms"), which represents a legal and binding agreement between you and 9280-4588 Quebec Inc. (doing business under the name of Provender), its subsidiaries, successors in interest, assignees and its and their officers, directors, employees and agents (referred to collectively as "Provender"). Unless otherwise agreed in writing with Provender, your entire agreement with Provender will always include, at a minimum, the terms and conditions set out in this document and the Provender privacy policy (situated at URL www.provender.ca/privacy (such privacy policy, together with the Terms, may be referred to hereafter as the "Agreement") . The Agreement shall also be deemed to include any legal notices applicable to the Services and disclosed to you, in addition to the Terms and Privacy Policy.

It is important that you take the time to carefully review the Agreement prior to using the Services. In order to use the Services, you must first agree to the Agreement. You may not use the Services if you do not accept the Agreement. Before you continue, you should print off or save a local copy of the Agreement for your records.

You may not use the Services if (a) you are not of legal age to form a binding contract with Provender, or (b) you are a person barred from receiving the Services.

Provender reserves the right to change the Agreement at any time without notice to you. Use of the Services shall be deemed to be acceptance of the Agreement by you, as amended or supplemented from time to time. You should consult the Agreement regularly to review changes to the Agreement.

2. Fees

PROVENDER CHARGES FEES TO BUYERS AND SELLERS FOR USE OF ITS SERVICES. BY USING THIS SITE, YOU (A) ACKNOWLEDGE YOUR AWARENESS OF ANY AND ALL FEES APPLICABLE TO YOUR USE (OR THE USE OF YOUR AGENT, EMPLOYEES, SUCCESSOR-IN-INTEREST, OR AFFILIATE) OF THE SITES OR SERVICES, (B) WAIVE ANY LACK OF NOTICE OR LIKE DEFENSE TO THE IMPOSITION OF SAID FEES, (C) AGREE TO PAY ALL FEES APPLICABLE TO ANY AND ALL TRANSACTIONS TO WHICH YOU, OR YOUR AGENT(S), EMPLOYEE(S) SUCCESSOR(S)-IN-INTEREST, OR AFFILIATE(S), IF ANY, ARE A PARTY, AND (D) ACCEPT AND AGREE TO BE BOUND BY THE PAYMENT TERMS AND CONDITIONS AS SET FORTH HEREINAFTER, AS WELL AS ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH ARE INCORPORATED IN THESE PAYMENT TERMS AND CONDITIONS BY REFERENCE.

Fees are subject to change. The fees payable by you are the fees that were applicable at the time you completed the applicable transaction.

Except as otherwise set forth in a written agreement between you and Provender, the terms of all payments, charges, or fees ("Payment Terms and Conditions") related to the use of the Services and the Sites are set forth as follows: Buyers and Sellers are charged fees for using the Services and the Sites. The fee charged to Buyers (the "Premium") is included in the price displayed to a Buyer on the Services and the Sites and may vary by item or Seller. Sellers are charged a Commission based on actual sales volume per farm.

You acknowledge and agree that Provender will collect, directly from Buyer, the final purchase price, including the Premium, plus any applicable taxes, separate shipping fees and similar charges (collectively, “Other Charges”). Provender will remit to Seller (via electronic check or through a check mailed to Seller's address of record or last known address) payment of the final purchase price plus the Other Charges, less the Commission, no later than 45 days from date of delivery of order from buyers. From time to time, Provender may in its sole discretion and without direct notice to you, change the manner in which it processes payments.

3. Your Relationship with Other Users

You acknowledge and agree that the Services are provided to you for your convenience in order to facilitate interactions between Buyers and Sellers. Provender does not sell or purchase any of the products displayed by Sellers through the Services. Provender does not represent either Sellers or Buyers in transactions.

You acknowledge and agree that Provender does not warrant that product descriptions, delivery information, or any other information provided by Users on the Site is accurate, complete, reliable, current, or error-free.

Users are entirely responsible for ensuring the accuracy, completeness, reliability, and currency of such information. You acknowledge and agree that Provender shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any inaccurate, incomplete, unreliable, outdated, or erroneous information provided by Users.

You acknowledge and agree that Provender has no control over and does not guarantee the quality, safety or legality of products listed for sale by Users on the Site, the ability of Sellers to sell and deliver products, the ability of Buyers to pay for products, that Sellers have all necessary licenses and certifications to sell their products in all relevant locations, or that a Buyer or Seller will actually complete a transaction. You acknowledge and agree that Provender shall in no event be liable for any losses or damages of any kind that may arise as a result of or in connection with any transaction risks.

You acknowledge and agree that Provender does not transfer legal ownership of products from the Seller to the Buyer. The transfer of legal ownership between the Seller and the Buyer is governed by and subject to all applicable laws, statutes, regulations and by-laws. Users are responsible for making sure they each comply with such laws, statutes, regulations and by-laws.

You acknowledge and agree that if you have a dispute with one or more Users, you release Provender (and its officers, directors, employees, agents, subsidiaries, and joint ventures) from claims, demands and damages (whether actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You acknowledge and agree that Seller has sole responsibility for shipping and delivering any item purchased through the Sites.

4. Language of the Terms

If, at any time, Provender provides you with a translation of the English language version of the Agreement, then you agree that the translation is provided for your convenience only and that the English language versions of the Agreement will govern your relationship with Provender. If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

5. Provision of the Services by Provender

Provender may be constantly innovating in order to provide the best possible experience for its Users. You acknowledge and agree that the form and nature of the Services which Provender provides may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that Provender may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally at Provender's sole discretion, without prior notice to you.

You acknowledge and agree that if Provender disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. You acknowledge and agree that while Provender may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Provender at any time, at Provender's discretion.

6. Use of the Services by You

In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Provender will always be accurate, correct and up to date.

If it does not already do so, Provender may charge a fee for access to and/or use of the Services (including requiring you to prepay the fee, if any), and you agree and acknowledge that in the event Provender does charge a fee for access to and/or use of the Services, you will be required to pay such a fee in order to continue to access and/or use the Services. You agree to pay Provender a fee or fees as set forth above. You shall pay all applicable taxes relating to your use of the Services, if any.

You agree to use the Services only for purposes that are permitted by (a) the Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software or food to and from the United States, Canada or other relevant countries). You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Provender, unless you have been specifically allowed to do so in a separate agreement with Provender.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). You agree that you are solely responsible for (and that Provender has no responsibility to you or to any third party for) any breach of your obligations under the Agreement or for the consequences (including any loss or damage which Provender may suffer) of any such breach.

YOU AGREE TO USE THE SERVICES SOLELY FOR YOUR OWN BENEFIT AND USE, AND NOT FOR DIRECT RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICES IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF PROVENDER OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICES.

YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE INFORMATION INCLUDED IN THE SERVICE WITHOUT PROVENDER'S PRIOR EXPRESS AND WRITTEN CONSENT. SUCH CONSENT IS NOT GRANTED TO YOU UNDER THIS AGREEMENT. SUCH ACTIONS ARE A VIOLATION OF PROVENDER’S AND ITS LICENSOR’S INTELLECTUAL PROPERTY.

ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICES FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR EXPRESS AND WRITTEN CONSENT OF PROVENDER. SUCH CONSENT IS NOT GRANTED TO YOU UNDER THIS AGREEMENT. THE SERVICES AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND.

THE SERVICES MAY NOT BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICES. YOU MAY NOT USE THE SERVICES IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY.

FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF PROVENDER, ITS USERS, ITS SUBSIDIARIES, SUCCESSORS-IN-INTEREST, OR ASSIGNS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH PROVENDER'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS.

YOU WILL NOT USE THE SERVICES OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF PROVENDER, ITS SUBSIDIARIES, SUCCESSORS-IN-INTEREST, OR ASSIGNS IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT SPAM OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICES.

7. Your Passwords and Account Security

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Provender for all activities or transactions that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Provender immediately info@provender.ca.

8. Privacy and Your Personal Information

For information about Provender's data protection practices, please read Provender's privacy policy at http://www.provender.ca/privacy. This policy explains how Provender treats your personal information, and protects your privacy, when you use the Services. You agree to the use of your data in accordance with Provender's privacy policies.

9. Content in the Services

You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content". You should be aware that any Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the Users, sponsors or advertisers who provide that Content to Provender (or by other persons or companies on their behalf).

You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Provender or by the owners of that Content, in a separate agreement. Provender reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable. You agree that you are solely responsible for (and that Provender has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Provender may suffer) by doing so.

10. Proprietary Rights

You acknowledge and agree that Provender (or Provender's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Provender and that you shall not disclose such information without Provender's prior written consent.

In addition, the contents of the Services and any other products or services provided or sold by Provender including the Service's likeness, text, graphics, logos, button icons, images, audio and video clips (if any) and software, are the property of Provender or its content suppliers, and are subject to the copyright or other intellectual property rights of Provender and to the terms of licenses held by Provender. Such intellectual property is protected by law. Any unauthorized reproduction, modification, distribution, transmission, republication, display or performance of the content and software of these Services, or of any other products or services sold by Provender, is strictly prohibited. No portion of the Services may be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any purpose that is not expressly permitted by Provender.

By submitting Content, you grant Provender a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, in furtherance of the terms of this Agreement and the actions and transactions contemplated hereby.

You agree that this license includes a right for Provender to make such Content available to other companies, organizations or individuals with whom Provender has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. You understand that Provender, in performing the required technical steps to provide the Services to other Users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Provender to take these actions. YOU CONFIRM AND WARRANT TO PROVENDER THAT YOU HAVE ALL THE RIGHTS, POWER AND AUTHORITY NECESSARY TO GRANT THE ABOVE LICENSE.

Provender reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights owned by others. If you believe that any material contained in the Services infringes your intellectual property, you should promptly notify Provender in writing of the alleged infringement at info@provender.ca.

11. License from Provender

Upon your registration of a valid account, Provender gives you a personal, worldwide, non-assignable and non-exclusive license to use the software provided to you by Provender as part of the Services as provided to you by Provender (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Provender, in the manner permitted by the Agreement. You may not sell, transfer, assign (or grant a sub-license of) your rights to use the Software or Services, grant a security interest in or over your rights to use the Software or Services, or otherwise transfer any part of your rights to use the Software or Services.

12. Ending your relationship with Provender

The Terms will continue to apply until terminated by either you or Provender as set forth below (each known as a "Termination"), except that all limitations on liability, limitations on warranty, general disclaimers, indemnification provisions, choice of law provisions, intellectual property provisions, and agreements to arbitrate, as set forth in this Agreement, shall continue and survive any Termination.

If you want to terminate your relationship with Provender, you may do so by (a) notifying Provender at any time and (b) closing your accounts for all of the Services which you use, where Provender has made this option available to you. Your notice should be sent, in writing, to Provender's address which is set out at the beginning of these Terms.

Provender may at any time, terminate its relationship with you and your access to the Sites:

A. you have breached any provision of the Agreement (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Agreement); or

B. Provender is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

C. the partner with whom Provender offered the Services to you has terminated its relationship with Provender or ceased to offer the Services to you; or

D. Provender is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

E. the provision of the Services to you by Provender is, in Provender's opinion, no longer commercially viable; or

F. you engage in conduct that, in the opinion of Provender, does not constitute good faith and fair dealing with and among other Users of the Sites.

Nothing in this Section shall affect Provender's other rights under these Terms, including, without limitation, the benefit of any disclaimer, limitation on liability, indemnity, or choice of law provision contained herein.

13. EXCLUSION OF WARRANTIES

PROVENDER AND ALL OF ITS THIRD-PARTY LICENSORS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SERVICES, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF.

THE SERVICES AND THIS SITE AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. PROVENDER DOES NOT MAKE ANY GUARANTEES OR WARRANTIES AS TO THE ADEQUACY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICES, THE SITE, OR ANY RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE SITE, SERVICES, OR RESULTS TO BE OBTAINED THEREFROM, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE SITE, SERVICES, OR ANY RESULTS OBTAINED THEREFROM.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

PROVENDER SHALL NOT BE LIABLE FOR ANY INACCURACY, DELAY, INTERRUPTION IN THE SERVICES, ERROR, OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL PROVENDER BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS, OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE SITE.

NO DISTRIBUTION OR SOLICITATION IS MADE BY PROVENDER TO ANY PERSON TO USE THE SITE OR SERVICES IN JURISDICTIONS WHERE THE PROVISION OF THE SITE AND SUCH INFORMATION, PRODUCTS OR SERVICES IS PROHIBITED BY LAW.

USER AGREES THAT ANY MONETARY CLAIMS OF WHATEVER KIND ASSESSED AGAINST PROVENDER ARISING OUT OR RELATING TO USE OF THE SITE AND/OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT THE USER PAID TO PROVENDER FOR USE OF THE SITE AND/OR SERVICES DURING THE PREVIOUS TWELVE (12) MONTHS. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE SITE MAY BE BROUGHT BY YOU MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

NOTHING IN THE AGREEMENT SHALL EXCLUDE OR LIMIT PROVENDER'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Advertisements

Some of the Services may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Provender on the Services are subject to change without specific notice to you. In consideration for Provender granting you access to and use of the Services, you agree that Provender may place such advertising on the Services.

15. Other Content

The Services may include hyperlinks to other web sites or content or resources. Provender may have no control over any web sites or resources which are provided by companies or persons other than Provender. In addition to the limitations, disclaimers, and acknowledgments set forth in this Agreement, you acknowledge and agree that

A. Provender is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources, and

B. Provender is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Indemnity

You agree to indemnify and hold Provender and its subsidiaries, affiliates, successors-in-interest, assigns, and any of their officers, directors, agents, and employees, harmless from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys' fees, made by or resulting from any third party due to or arising out of your use of the Services, breach of this Agreement or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandate, or the rights of a third party.

17. Choice of Law; Disputes

This Agreement, the Services and your use of the Services shall be governed by the laws applicable in the province of Quebec. Any dispute or controversy between you and Provender shall be submitted to the exclusive jurisdiction of the competent courts of Montreal, province of Quebec.

18. General Terms and Conditions

Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

The Terms constitute the whole legal agreement between you and Provender and govern your use of the Services (but excluding any services which Provender may provide to you under a separate written agreement), and completely replace any prior agreements between you and Provender in relation to the Services.

You agree that Provender may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

You agree that if Provender does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Provender has the benefit of under any applicable law), this will not be taken to be a formal waiver of Provender's rights and that those rights or remedies will still be available to Provender.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.