Terms of Service – Prosoleg Inc.

Electronic Subscription Contract Agreement

This Subscription Contract (“Contract”) is entered into by and between:

Me – Customer (“Subscriber”)

and

Prosoleg Inc. (“Provider”)

I, the Customer (“Subscriber”) agree that:

1.1 The Subscription Service is for a 1-month, 12-months, or a 24-months e-commerce service support contract under the Prosoleg Vendors Group Program, its benefits, or use the Services, and an early cancellation fee shall be incurred if the full terms of the agreement are not met by me (subscriber). The full terms of the service or services being rendered under this subscription are detailed in the terms of service agreement below.

1.2 The fees for the subscription is $69.99 CAD/month for a 24-months contract, $79.99 CAD/month for a 12-months contract, or $300.00/month for a 1-month contract, and payment shall be made on the same day of the month beginning with the date the contract subscription agreement is signed. The method of payment is recurring card payments.

1.3 Some of the products and services offered under the 12 months or 24 months subscription plans are offered as “final sales” and “setup credit” to the subscriber as detailed in a separate “setup fee invoice”, and the total cost of the invoice would be prorated and deducted from the monthly subscription fees during the duration of the contract. Consequently, I agree that if I fail to pay my monthly subscription fees for the full duration of my contract, I will pay back the unpaid portion of my setup fee credit, in addition to the early cancellation fees.

Terms of Service Agreement

Prosoleg Vendors Group Program

Hi! Thank you for reviewing this Terms of Use Agreement (“Agreement,” as further defined below). We applaud you. You must agree to this Agreement if you’re going to sign up for Prosoleg Vendors Group Program, use the Prosoleg website, or any of the e-commerce training and support services we offer at the Prosoleg website or through our virtual or in-person meetings and coaching sessions. Please note that this Agreement itself is legally binding. Thanks for joining Prosoleg Vendors Group Program!

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Welcome to Prosoleg Vendors Group Program, an e-commerce support service designed and offered by Prosoleg Inc., for our clients and subscribers. This Agreement explains our obligations as a service provider and your obligations as a subscriber of Prosoleg Vendors Group Program or our E-commerce Support Services, as those terms are defined below. IT IS IMPORTANT THAT YOU READ THIS AGREEMENT CAREFULLY. If you are under the age of 13, you may not subscribe for the Prosoleg Vendors Group Program or use our services. Capitalized or italicized terms used throughout this Agreement will have the meanings specified herein, including the defined terms contained in the “Definitions” section below.

This Agreement includes a binding mutual arbitration provision (“Arbitration Provision”) in Section O., which requires that disputes be resolved through individual arbitration.

By subscribing to Prosoleg Vendors Group Program, creating, or accessing your Prosoleg account, including by signing in with a third-party service or partner (such as Google, Yahoo, ADP or RBC), or by otherwise using the Services we offer, you are agreeing to be bound by the Agreement without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE AGREEMENT, OUR RULES, POLICIES, GUIDELINES OR PRACTICES, OR OUR OPERATION OF PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO PAY THE FEES FOR EARLY CANCELLATION AND THE CASH EQUIVALENT OF THE REMAINING AMOUNT OF THE SETUP FEES CREDIT THAT YOU RECEIVED AT THE START OF YOUR CONTRACT, FOLLOWED BY A WRITTEN REQUEST TO TERMINATE YOUR SUBSCRIPTION FOR PROSOLEG VENDORS GROUP PROGRAM AND/OR OUR E-COMMERCE SUPPORT SERVICES. If for any reason you are unable to meet all the conditions set forth in this Agreement or if you breach this Agreement, your permission to access or use our Services, any materials downloaded or printed by you, and Prosoleg Inc. immediately lapses, and you will be required to pay for early cancellation fees and the cash whatever is left of the total value of the initial setup credit you received at the start of your subscription for the program.

We offer a number of additional services (collectively, the “Additional Services” each with their own additional terms of service (“Specific Additional Service Terms”) in addition to this Agreement. When you use an Additional Service, you will also be subject to the Specific Additional Service Terms. Note that if this Agreement is inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

This Agreement, including any applicable Specific Additional Service Terms, is the entire agreement between you and us, and supersede all previous communications, representations, or agreements, either oral or written between you and us with respect to this subject matter.

We reserve the right to modify or change the Agreement at any time by posting a new or revised Agreement to the Site. Your subscription for Prosoleg Vendors Group Program or use of our e-commerce support services is subject to the most current Agreement posted on website. The most current version of the Agreement can be reviewed by clicking the “Terms of Use” hyperlink at the bottom of your front page when you sign into your account on our website, or by requesting for an electronic copy to be mailed to you. You may not modify or amend this Agreement in whole or in part without the written consent of one of our authorized representatives.

A. Definitions

In addition to the terms defined elsewhere in this Agreement, the terms below will have the following meanings as used throughout this Agreement.

“Agreement” refers to this Terms of Use Agreement, any applicable Specific Additional Service Terms, and any posted rules, policies, or guidelines applicable to Prosoleg Vendors Group Program or the Services, all of which are incorporated by reference.
“Authorized User(s)” means a Subscriber’s employees and Guest Collaborators who are authorized to access Prosoleg Vendors Group Program and use the Services on behalf of the applicable Subscriber.
Initial Setup Fees refers to the cost of goods sold at a 20% final sale clearance rate, and services offered at basic rates, that are sold to the subscriber of the Prosoleg Vendors Group Program on credit, in order to get their e-commerce business started off.
Early Cancellation Fees refers to the sum total of the unpaid portion of the “initial setup fees” and $30 CAD/month for all the remaining months counted to the full term of the contract.
“Cardholder Data” means a payment card holder’s primary account number, and where a full unmasked payment card number is present, any of the payment card holder’s name, expiration date, and/or service code.
“Guest Collaborator” means a Person, other than a Subscriber’s employee, such as an independent contractor or agent of the Subscriber, who is authorized to access certain parts of Prosoleg Vendors Group Program on behalf of the Subscriber.
“Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, provincial, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Person” means an individual (including a sole proprietor), corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Service” and “Services” mean our online e-commerce services, in-person or virtual coaching services, and other small business–related services, our Support, and any Additional Services we offer through Prosoleg Inc. and Prosoleg Vendors Group Program from time to time.
“Site” means our corporate website (https://prosoleg.com/), all related webpages, and all related websites operated by applicable subsidiaries of Prosoleg Inc., but does not include any third-party websites which are linked to or may link from the Site whether or not such third-party websites are used in connection with the Services.
“Subscriber” means any Person who maintains a 1-month, 12-months, or a 24-months e-commerce service support contract with us through which that Person or its Authorized Users access parts or all of the Prosoleg Vendors Group Program, its benefits, or use the Services.
“Support” means any technical support and assistance we provide to Users.
“User(s)” means any Subscriber, Authorized User, or other Person who visits, accesses, or uses Prosoleg Vendors Group Program or the Services.
“Prosoleg Vendors Group Program” means our subscription-based e-commerce support service, all in-person or virtual coaching sessions, training programs or applications or any other products or applications that are associated with the Site or Services.
“Prosoleg Inc.”, “we”, “us” and “our” each mean Prosoleg Inc. and its applicable subsidiaries that assist in providing Prosoleg Vendors Group Program or the Services.
“Prosoleg Inc. Parties” means Prosoleg Inc., and their respective direct and indirect parents, subsidiaries, affiliates, partners, service providers, suppliers, and contractors as well as the predecessors, successors, assigns, officers, directors, agents, or employees.
“Prosoleg Professional Business Coaches” means the Persons who have voluntarily registered with us to be listed on the Site as members of the Prosoleg Professional Business Coaches Network in order to offer, for their own accounts, various technical support, e-commerce consulting, training and e-commerce support services to Subscribers.
“Prosoleg Professional Business Coach Network” means the online community of Prosoleg Professional Business Coaches listed on the Site from time to time.
“You” and “your” means any Person who visits the Site or uses Prosoleg Vendors Group Program or the Services, whether such Person is a Subscriber, Authorized User, or other User.

B. General

License Grant

Prosoleg Inc. grants you a non-exclusive, non-transferable limited license to use Prosoleg Vendors Group Program, the Services and related resources for your business in accordance with this Agreement. You agree not to infringe on our intellectual property rights or the intellectual property rights of any third parties with whom we have business relationships, and you will comply with the terms of any applicable license agreements.

Consent to Electronic Delivery

‍You agree that this Agreement and any Communications that we may provide to you from time to time comply with the requirements of any applicable Law regarding the effectiveness of electronically executed contracts or electronically delivered documents, including the requirement that such contracts or documents are in writing, and are capable of being retrieved, reviewed, printed and stored for further use by you.

By accepting this Agreement, you agree and consent to receive electronically all communications, contracts, disclosures, and other communications that we provide in connection with your account and your subscription for Prosoleg Vendors Group Program or the Services (collectively, “Communications”). Communications include but are not limited to:

agreements and policies, such as this Agreement and our Privacy Policy, including updates thereto;
annual disclosures;
transaction receipts or confirmations;
communication in relation to accounts, including accounts that are delinquent (which may also be by phone, and may be made by Prosoleg Inc. or by anyone on its behalf, including a third-party collection agent);
account statements and history; and

By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your account at a later date.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support. If you withdraw your consent to receive Communications electronically, Prosoleg Inc. may deny your registration for an account, restrict or close your account, or charge you additional fees for paper copies.

Changes to Prosoleg Vendors Group Program

We may, without notice or liability, add, discontinue or revise any aspect, mode or design of Prosoleg Vendors Group Program or the Services, such as the scope of the Services, time of service, or to the processes or requirements for access to Prosoleg Vendors Group Program or the Services. We may also limit the geographic locations or jurisdictions where certain Services may be available.

Limited Remedies

Should there be a failure or error, omission, defect, deficiency, delay causing downtime, or inability to access Prosoleg Vendors Group Program or the Services for any length of time, including as a result of the permanent termination of Service, you acknowledge and agree that, to the fullest extent permitted by applicable Law and except as otherwise expressly set out in this Agreement, your only remedy for any error, omission, defect, deficiency, delay or other failure of Prosoleg Vendors Group Program or the Services whatsoever is to discontinue your subscription and subscription for Prosoleg Vendors Group Program and the Services, after the payment of the cash equivalent of any remaining setup credit and any applicable early cancelation fees.

Information You Provide

You assume sole responsibility for and you shall ensure that any information, data, documents or materials used, disclosed, entered into, uploaded to or created using Prosoleg Vendors Group Program or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. We accept no responsibility for the accuracy of any information, data, documents, or materials provided or disclosed while using Prosoleg Vendors Group Program or the Services except as otherwise set out herein. Any information you provide, input, post or upload in the course of using Prosoleg Vendors Group Program, and the storage of any such information, data, documents or materials in file folders or databases by us does not constitute our endorsement or warranty as to the compliance of such information or materials with applicable Law, or to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

Consent to Monitoring

You authorize us, our service providers and their vendors and subcontractors to monitor your account and your subscription for Prosoleg Vendors Group Program and the Services.

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Compliance with Privacy & Data Security Laws

You represent and warrant that you have obtained all required consents and you comply with all applicable Laws, including, without limitation, all privacy Laws, in connection with any use and disclosure of information relating to your subscription for Prosoleg Vendors Group Program and the Services.

Consent to Privacy Policy

Our Privacy Policy is hereby incorporated into this Agreement by this reference. You may review our current Privacy Policy. By accessing our using Prosoleg Vendors Group Program or the Services, you agree to the terms of our Privacy Policy, including our use or disclosure of any personal information you provide for the purposes set out in our Privacy Policy and all uses ancillary thereto.

Other Information You Provide Us

While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in our Privacy Policy. For example, you are responsible for obtaining any necessary consents needed to allow us to transfer any personal information provided or uploaded to your Prosoleg Vendors Group Program account or used in connection with the Services to the United States or Canada.

Prosoleg Inc. may ask that you assist with any requests by Persons or organizations whose information you’ve disclosed to us to access or update their information, and you agree to do so.

C. Conditions of Usage.

Prosoleg Vendors Group Program and the Services are for use by businesses and not for personal, family, or household purposes. You agree to use Prosoleg Vendors Group Program and the Services only for the purposes for which they were intended and only in accordance with this Agreement.

By subscribing or creating a Prosoleg Vendors Group Program account, including by signing in with a third-party service or partner (such as Google, Yahoo, ADP or RBC), you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your subscription for Prosoleg Vendors Group Program or the Services. You also will select a username and password. You are responsible for keeping your username, password, account details, and all information required in connection with your subscription for Prosoleg Vendors Group Program or the Services confidential and up to date.

We are responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. Prosoleg Inc. has developed strict security features to protect Cardholder Data, and as such, it is required that this data only be used in anticipated ways and stored in appropriate places.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN YOUR PROSOLEG VENDORS GROUP PROGRAM ACCOUNT, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE (i.e., where we explicitly request such data be entered into such fields).

Appropriate fields are clearly marked with labels such as ‘card number’ or by having a credit card icon precede them. For clarity, it is not permissible to store Cardholder Data in fields with labels such as ‘memo’ or ‘note’. Similarly, excluding payment forms, you must never enter CVV2 data into any fields in your application form or Prosoleg Vendors Group Program account. You assume all responsibility for any Cardholder Data entered into Prosoleg Payment Systems in violation of this Agreement.

D. Online Access to Third Party Training Programs, Prosoleg Professional Business Coaches and Other Services.

Certain online services (including access to e-commerce training programs, wholesale manufacturers, product distributors, and recycling and liquidation outlets, the Prosoleg Vendors Group Program Pro Network and other online services related to your subscription for Prosoleg Vendors Group Program) are provided by training companies, e-business merchants, and other third-party service providers and not by us. You agree to hold harmless and release the Prosoleg Inc. Parties from any liability relating to your use of such online services, including Electronic Recycling Association Calgary, Calgary Computer Wholesale, Synnex TD, Prosoleg Vendors Group Program Pro Network and the Prosoleg Professional Business Coaches. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third-party service providers.

Prosoleg Inc. is not a wholesaler, distributor or manufacturer of other third-party products. Unless expressly stated to the contrary, Prosoleg Inc. does not pre-qualify, review, or endorse any third-party manufacturer, distributor, wholesaler or service provider and we provide no representation or warranty as to their background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality. If you use Calgary Computer Wholesale, you acknowledge that you are doing so at your own risk and hereby agree to release and hold the Prosoleg Inc. Parties harmless from any loss or liability you incur arising from your use of Calgary Computer Wholesale and the purchase of their services.

E. Copyrights, Trademarks and Intellectual Property.

Prosoleg Inc. and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all Trademarks, URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up Prosoleg Vendors Group Program and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Prosoleg Vendors Group Program constitute are proprietary and confidential to Prosoleg Inc. Requesting for a specific product under the Prosoleg brand or Trademark, and the receiving written permission to sell our branded products that we supply to you, and all our Services and benefits of the Prosoleg Vendors Group Program does not constitute a sale or transfer of any intellectual property rights to any Users or Subscribers. Without any prejudice to the foregoing, your data, information and other content you provide to us or input using Prosoleg Vendors Group Program and the Services remains exclusively yours. Any Subscriber information or data provided for using or accessing Prosoleg Vendors Group Program on behalf of a Subscriber remains the property of the Subscriber. You hereby grant to Prosoleg Inc., which Prosoleg Inc. hereby accepts, a worldwide, perpetual, royalty free, nonexclusive right and license to use all data, information and content provided in connection with your subscription and subscription for Prosoleg Vendors Group Program and the Services for any uses reasonably related to the delivery of Prosoleg Vendors Group Program or the Services.

Materials on and relating to Prosoleg Vendors Group Program, including the content of Prosoleg Vendors Group Program and any processes or procedures from Prosoleg Vendors Group Program, are protected by copyright, trademark and other intellectual property Laws. Prosoleg Inc. reserves all rights in and to such materials. You will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or systems or processes or any part of Prosoleg Vendors Group Program or any content therefrom without Prosoleg Inc.’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Prosoleg Inc.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a User of the Services. Your use of screenshots is subject to the following:

No screenshot may be used from any beta version of Prosoleg Inc., our Site, or Prosoleg Vendors Group Program unless it has been commercially released to the public;
the use is for illustrative purposes;
the use may not imply any endorsement by or affiliation with Prosoleg Inc.;
the screenshot does not contain any commentary which may appear to have been attributable to us;
the screenshot does not contain any third-party content; and
the use does not violate this Agreement.

Prosoleg Inc. has rights to several trademarks which it uses in connection with the operation of Prosoleg Vendors Group Program or the Services. Prosoleg Inc. does not grant any Users any right or license to use the Prosoleg Inc. trademarks or any logo, trade name or other intellectual property other than as expressly set out in this Agreement or in another license between you and us.

F. Prohibited Use.

You shall only access the information obtained from Prosoleg Vendors Group Program or the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to civil liability, criminal liability, or both.

You shall not publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or could reasonably be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or that any reasonable individual would consider objectionable on grounds of good conscience.

No User shall use any means to restrict or prevent another User from accessing or enjoying Prosoleg Vendors Group Program.

You may not lease, sell, pledge, sublicense, assign or otherwise deal with Prosoleg Vendors Group Program or the products belonging to Prosoleg Inc. in a manner that is inconsistent with our intellectual property rights in and to Prosoleg Inc. and the Prosoleg Vendors Service Program.

G. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND ALL USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE PROSOLEG PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, OR COSTS OF ANY NATURE OR KIND (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED IN ANY MANNER WHATSOEVER WITH THIS AGREEMENT OR THE USE, OR INABILITY TO USE, PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES INCLUDING, BUT NOT LIMITED TO, (I) THIRD-PARTY SERVICES; (II) CALGARY COMPUTER WHOLESALE AND OTHER THIRD PARTY MANUFACTURERS, WHOLESALES AND DISTRIBUTORS; OR (III) COMMUNICATION ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS REGARDLESS OF WHETHER ANY SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE PROSOLEG PARTIES BE LIABLE TO YOU, ANY USERS, OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES, EVEN IF THE PROSOLEG PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR OTHERWISE. ACCESS TO, AND USE OF, PROSOLEG VENDORS GROUP PROGRAM AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

SOME JURISDICTIONS INCLUDING STATES SUCH AS NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATION OR EXCLUSION DOES NOT APPLY TO YOU.

OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PROSOLEG PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES. WITHOUT LIMITING THE PRECEDING SENTENCE, YOU AND ALL USERS AGREE THAT ANY IMPLIED WARRANTIES SUCH AS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM YOUR LICENSE AND SUBSCRIPTION FOR PROSOLEG VENDORS GROUP PROGRAM AND THE SERVICES.

SOME JURISDICTIONS, INCLUDING NEW JERSEY IN THE UNITED STATES, DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES. IF YOU LIVE IN ONE OF THESE JURISDICTIONS, THE ABOVE LIMITATIONS DO NOT APPLY TO YOU AND IN SUCH CASE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED OR USED PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES.

YOU AND THE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT PROSOLEG VENDORS GROUP PROGRAM AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU AND THE USERS AGREE TO USE PROSOLEG VENDORS GROUP PROGRAM, THE SERVICES, ANY THIRD-PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO PROSOLEG VENDORS GROUP PROGRAM OR THE SERVICES AT YOUR OWN RISK. YOU AND THE USERS AGREE TO DETERMINE THE SUITABILITY OF PROSOLEG VENDORS GROUP PROGRAM AND SERVICES FOR THE INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING PROSOLEG VENDORS GROUP PROGRAM AND THE SERVICES.

You agree that the essential purposes of this Agreement may be fulfilled even with these limitations on liabilities. You acknowledge that Prosoleg Inc. would not be able to offer the Products and Services on an economical basis without these limitations.

H. Termination of Service.

Prosoleg Inc. may terminate your subscription, this Agreement and your participation in Prosoleg Vendors Group Program and the Services at any time and for any reason, with or without notice, if you breach this Agreement or we suspect you of fraud or suspect that your membership of Prosoleg Vendors Group Program has been compromised in any way.

If you are an entity, Prosoleg Inc. may also terminate your subscription, this Agreement and your subscription for Prosoleg Vendors Group Program, if you: (i) become insolvent or admit your inability to pay your debts generally as they become due; (ii) become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not fully stayed within 10 business days or is not dismissed or vacated within 30 days after filing; (iii) are dissolved or liquidated or take any corporate action for such purpose; (iv) make a general assignment for the benefit of creditors; or (v) have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.

You may terminate your subscription, this Agreement and your use of Prosoleg Vendors Group Program by writing a written notice to Prosoleg Inc. and paying the balance of your initial setup credit and any applicable early cancelation fees. Upon such termination, you must immediately cease using Prosoleg Vendors Group Program. We may at our option immediately block your access to Prosoleg Vendors Group Program.

The Arbitration Provision will survive the termination of this Agreement.

I. Ownership and Disclosure of Information.

You own all of your business’s private data, content and all information which you provide and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Services and Prosoleg Vendors Group Program. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

For the purposes of fraud prevention and law enforcement;
To comply with any legal, governmental or regulatory requirement;
To our lawyers in connection with any legal proceedings; and
To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. Prosoleg Inc.’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

J. Third Party Links, APIs and Content.

As a subscriber of Prosoleg Vendors Group Program or the Services, you may be directed to websites maintained by other third-party service providers. In addition, some of the functionality of the Services and Prosoleg Vendors Group Program interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google and Yahoo!.

The availability of such third-party services (including their APIs) in connection with Prosoleg Vendors Group Program does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third-party provider or its products or services. If at any point such third-party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third-party services or any of our Services (that are dependent on such third-party services) without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription and cease participating in Prosoleg Vendors Group Program and the Services.

You acknowledge that such third-party sites and services are completely independent of Prosoleg Inc. and Prosoleg Vendors Group Program, and as we have no control over them, we accept no liability in respect of your use, ability or inability to use any third-party sites or services or the content of such sites or services. You acknowledge that any use of the products and services offered by such third-party services providers (e.g., for the purposes of online training courses, payment processing, direct deposit services, product purchases and e-commerce sales platforms) will be at your sole risk. You acknowledge the that use of such third-party service providers and their websites and services is, except where prohibited or modified by applicable Law, subject to the terms, conditions and policies established by the third-party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any liability or loss arising out of your use of, or inability to use, the products and services of third-party service providers whether or not such use is ancillary to your subscription for Prosoleg Vendors Group Program. If you authorize us to do so, we may grant third parties’ access to some or all (depending on the permission you give) of your private data, content and information in your Prosoleg Vendors Group Program account through our own API for use in connection with their services. However, we may at any time in our discretion and without notice to you, discontinue providing our API to such third-party services, without providing you with any refund, credit or other compensation. Your only recourse is to terminate your subscription, this Agreement and cease using Prosoleg Vendors Group Program and the Services, subject to our early cancelation terms and conditions.

K. Authorization to Export Data.

You acknowledge that we may export your information outside the Province of Alberta and outside of Canada for processing, since we outsource certain information processing to third-party service providers who are resident in the United States. Therefore, your information may be available to the United States government or its agencies under a lawful order made in the United States. Additionally, some of our employees may have access to your information outside of Canada and the US. We do not share personal information except as provided in our Privacy Policy.

L. Force Majeure.

We will not be liable for any delay or failure in our performance of the Agreement by reason of the occurrence of an unforeseen event beyond our reasonable control, including but not limited to, acts of God, natural disasters, pandemics, power failures, server failures, third-party service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

M. Arbitration (“Arbitration Provision”)

THIS SECTION AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY BEFORE AGREEING TO THESE TERMS. IF YOU ARE A CANADIAN CUSTOMER, PLEASE REFER TO PARAGRAPH 9 BELOW.

1. GENERALLY. You and the Covered Parties (defined below) agree that any and all disputes and claims between you and the Covered Parties will be resolved by binding individual arbitration. All issues are for the arbitrator to decide, except for those issues relating to the arbitrability of disputes and the validity, enforceability, and scope of this arbitration provision, including the interpretation of paragraph 7 below, must be determined by a court and not an arbitrator. For purposes of this Arbitration Provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include Prosoleg Inc., their respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. This agreement to arbitrate includes, but is not limited to, all claims arising out of or relating to any aspect of services provided by Prosoleg Inc., whether based in equity, contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise prior to, during, or after the termination of any service.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND THE COVERED PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, REPRESENTATIVE, JOINT OR CONSOLIDATED ACTION IN COURT OR IN ARBITRATION.

2. EXCEPTIONS. You and the Covered Parties agree that nothing in this Arbitration Provision will be deemed to waive, preclude, or otherwise limit your or the Covered Parties’ right to (i) elect that an individual claim be decided in small claims court as long as it is brought and maintained as an individualized claim, or (ii) bring issues to the attention of federal, state, provincial, or local agencies.

3. PRE-ARBITRATION NOTICE OF DISPUTE. A party who intends to seek arbitration must first mail a written Notice of Dispute (“Notice”) to the other party. The Notice to the Covered Parties should be addressed to: Prosoleg Inc.-Legal Department, Attention: Notice of Dispute, Prosoleg Inc. Canada 47157 RPO Creekside, Calgary, Alberta, T3P 0B9. The Notice must be on an individual basis and provide at least the following information: (a) the claimant’s name, telephone number, and e-mail address; (b) the nature or basis of the claim or dispute; and (c) the specific relief sought. If the dispute is not resolved within 60 days after the Notice is received, then you or the Covered Parties may file an arbitration. The existence or substance of any settlement discussions shall not be disclosed.

4. ARBITRATION RULES. Any arbitration between you and the Covered Parties will be shall be determined by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. If ICDR Canada is unavailable or unwilling to administer the arbitration consistent with this Arbitration Provision, the parties shall agree to, or the court shall select, another arbitration provider. The arbitrator will be either a retired judge or an attorney specifically licensed to practice law in the province of your residence and selected by the parties from the arbitration provider’s national roster of arbitrators. The arbitrator will be selected using the following procedure: (1) the arbitrator provider will send the parties a list of five candidates meeting this criteria; (2) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the arbitration provider within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (3) the arbitration provider shall appoint as arbitrator the candidate with the highest aggregate ranking; and (4) if for any reason the appointment cannot be made according to this procedure, the arbitration provider will provide the parties a new list of five candidates meeting the above criteria until an appointment can be made.

5. ARBITRATION COSTS. Payment of all filing, administrative, arbitrator, and hearing fees will be governed by the applicable ICDR Canada Arbitration Rules. If you inform us that you cannot afford to pay your share of the fees, we will consider advancing those fees on your behalf. In addition, if the ICDR Canada concludes that its Consumer Arbitration Rules apply, we will reimburse you for your share of the fees at the conclusion of the arbitration (regardless of who wins) unless (i) you failed to comply with paragraph 3 above or paragraph 7 below, or (ii) either the substance of your claim or the relief you sought was determined to be frivolous or brought for an improper purpose as measured by the standards set forth in Rules of Civil Procedures in that Jurisdiction, in which case the payment of fees will be governed by the ICDR Canada Consumer Arbitration Rules and you agree to reimburse the Covered Parties for all fees advanced on your behalf.

6. HEARING. Any arbitration hearings will take place in the city of your billing address.

7. NO CLASS OR REPRESENTATIVE CLAIMS. All arbitrations will proceed on an individual basis and may not proceed in any manner as a class action arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstance unless all parties consent in writing. YOU AND THE COVERED PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND IN DOING SO WAIVE THE RIGHT TO A TRIAL BY JURY OR TO ASSERT OR PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ACTION ARBITRATION, TO ASSERT OR PARTICIPATE IN A PRIVATE ATTORNEY GENERAL LAWSUIT OR PRIVATE ATTORNEY GENERAL ARBITRATION, AND TO ASSERT OR PARTICIPATE IN ANY JOINT OR CONSOLIDATED LAWSUIT OR JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND. The arbitrator is empowered to resolve the dispute with the same remedies and defenses available in court, but the arbitrator’s rulings or any relief granted must be individualized to you and will not apply to or affect any other Person or company. If a court decides that applicable Law precludes enforcement of any of this paragraph’s limitations as to a particular claim or any particular request for a remedy for a claim (such as a request for public injunctive relief), then only that particular claim or only that particular request for a remedy (and only that particular claim or particular request for a remedy) must remain in court and be severed from any arbitration.

8. OTHER TERMS AND INFORMATION. This Arbitration Provision will be governed by, and interpreted, construed, and enforced in accordance with the Canadian Arbitration Rules of the ICDR Canada, and other applicable provincial Laws. Except as set forth above in paragraph 7, if any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision. This Arbitration Provision supersedes any prior arbitration agreement between you and the Covered Parties. No arbitration award or decision will have any preclusive effect as to any issues or claims in any dispute, arbitration, or court proceeding where any party was not a named party in the arbitration, unless and except as required by applicable Law.

9. ARBITRATION FOR UNITED STATES CUSTOMERS. Any claim between you and the Covered Parties (defined below) must be referred to private and confidential arbitration before a single arbitrator chosen by the parties. For purposes of this provision, references to “you” include your direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them; references to “Covered Parties” include Prosoleg Inc., Inc., its respective direct and indirect parents, subsidiaries, and affiliates as well as the predecessors, successors, assigns, officers, directors, agents or employees of any of them. Notice to arbitrate a claim against the Covered Parties should be addressed to: Prosoleg Inc. 47157 RPO Creekside, Calgary, AB, T3P 0B9. The arbitration will be conducted in accordance with the current rules relating to commercial arbitration in the state in which you reside. Additionally, you waive any right you may have to start or participate in any class action against the Covered Parties, and you agree to opt out of any class proceeding against the Covered Parties.

N. Severance.

Except as otherwise provided in the Arbitration Provision, all provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of the provisions of this Agreement should be determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.

O. Governing Law.

If you reside in the United States, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the state in which you accepted this Agreement, except as otherwise provided in the Arbitration Provision. Otherwise, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Alberta, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.

P. Legal Status of Prosoleg Inc.

Prosoleg Inc. is a Canadian Incorporated company with its headquarters and physical address in the Province of Alberta and the City of Calgary.

Q. Language.

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies are to be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.

R. Information Received from Third Party Services

If you elect to have Prosoleg Inc. access information from a third-party account by providing the access information to such third-party account, our service providers, Stripe Inc. and Paypal Holdings Inc. (“Payment Systems Providers”), will access such third-party accounts for the purposes of performing the Services. This can include aggregation of bank transaction data as well as account verification. By providing the requisite access information to Prosoleg Inc., you grant us and our Payment Systems Providers permission and authority to access the relevant third-party accounts, on your behalf or on behalf from the principal account holder, and retrieve the relevant information to make it available as part of the Services and agree to be bound by our Payment Systems Provider’s terms of use in addition to this Agreement. You are not permitted to provide Prosoleg Inc. with any access information for any third-party accounts for which you are not the principal account holder unless you have the authority to act on behalf of the principal account holder.

We are not obligated to review the information for any purpose, including, but not limited to, its accuracy. You are responsible for ensuring the accuracy, completeness and timeliness of any information provided to us or any third-party service providers in connection with Prosoleg Inc. or any of the Services.

S. No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default under this Agreement will impair any such right or remedy nor will it be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, and no single or partial exercise thereof will preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default will operate or be construed as a waiver of any subsequent breach or default.

T. Terms for Additional Services

Your use of certain Additional Services is subject to and governed by additional terms of service (i.e. the Specific Additional Service Terms, noted in the recitals at the beginning of this Agreement). If you use any of the Services listed immediately below, the linked Specific Additional Service Terms apply. In the event such additional or specific terms are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control.

All Businesses

If you use any of the third-party services mentioned in this agreement, the terms and conditions of that third party service applies.

U. Digital Millennium Copyright Act.

Some of the content provided with the Prosoleg Vendors Group Program from time to time may belong to other producers, manufacturers, or content creators. You agree not to infringe upon other peoples’ copyrighted materials or intellectual property rights.

If you believe your copyright or intellectual property rights have been infringed and such work or product is accessible through Prosoleg Vendors Group Program, you may notify Prosoleg Inc.’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here:

Attention: Copyright Agent (DMCA)
Prosoleg Inc.
P.O Box 47157 RPO Creekside
Calgary, AB T3P 0B9
Canada

NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COSTS AND ATTORNEY’S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER’S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).

We will terminate service provision to Subscribers who are repeat infringers. If you believe another Subscriber is a repeat infringer, please notify our copyright agent, identified above and provide information to allow our copyright agent to identify the repeat infringer.