Terms and Conditions

1.DEFINITIONS

The Canadian Buying Exchange Inc. (“The Buying Exchange”) maintains a web site for the purposes of facilitating contact between Vendors and clients. It is The Buying Exchange’s goal to facilitate such transactions to provide clients with discount pricing and Vendors with a more expansive client base.

In this Agreement, "Site" refers the site or sites maintained from time to time by The Buying Exchange and "User," or collectively "Users," refers to parties who access the Site; “Vendors” mean suppliers of goods or services advertised or referred to on the Site; and "Access" means viewing or otherwise obtaining information located on the Site.

2.ACCEPTANCE OF TERMS

By accessing the Site the User accepts and agrees to all conditions set out in this Agreement.

All Users are subject to, and agree to be bound by, the terms, conditions and policies set by The Buying Exchange from time to time, provided that such terms, conditions and policies have been posted on the Site. The Buying Exchange reserves the right to modify its terms, conditions and policies at any time, including, without limitation, imposing a fee to access certain materials contained on the Site. The User agrees to review the terms of use each time the User places an order for products or services with a Vendor and will, upon placing an order, be deemed to have agreed to the most recently posted terms, conditions and policies.

The Buying Exchange has the exclusive right to control accessibility, hours of use, features on the Site and any other information found on the Site. The Buying Exchange can restrict access to any or all portions of the Site or remove any information or content from the Site at any time. The Buying Exchange reserves the right to monitor use of the Site. Access to the Site may be interrupted from time to time for maintenance or for reasons beyond the reasonable control of The Buying Exchange. The User waives any claims that the User may have in connection with any lack of accessibility to the Site.

The User is solely responsible for providing the equipment related to accessing the Site, including all computer, remote communications equipment, telephone or other equipment.

3.USER ACCOUNTS

When a User establishes an account at the Site in order to purchase products from a Vendor or receive information from The Buying Exchange, the User is responsible for maintaining the confidentiality of the User’s account and password and for all activities conducted under its account. The Buying Exchange reserves the right, in its sole discretion, to refuse, suspend, or terminate access or service for any reason including, without limitation: (1) for any breach of this Agreement; ((2) failure to remit payment to a Vendor when due; (3) requests by law enforcement or other government agencies; or (4) unexpected technical issues or problems.

4.COPYRIGHT AND MARKS

All content on the Site (with the exception of content provided by The Buying Exchange's third party content providers) is the copyrighted property of The Buying Exchange. Other than the download to the viewer's computer that is inherent in viewing a web page, Site contents may not be copied, reproduced, modified, published, uploaded, posted, transmitted, "framed" on another Site, or distributed in any way without the prior written consent of The Buying Exchange. Any third party marks or content appearing on the Site are the property of their respective owners. Users are not permitted to use any of these third party marks or content without permission of the owner of the same.

5. PROHIBITED CONDUCT

User expressly agrees that it will not, either personally or through an agent:

a)Use any device or other means to harvest information about other Users.

b)Transmit, install, upload or otherwise transfer any virus or other item or process to the Site that in any way affects: (1) the use, enjoyment or service of the Site; or (2) The Buying Exchange's computer network or any other medium used to access the Site.

c)Engage in any action which The Buying Exchange determines is detrimental to the use and enjoyment of the Site.

d)Post or upload any information to the Site, nor modify any information posted on the Site.

e)Access, or attempt to access, the personal information of another User which is stored on this Site.

f)Permit any other person to access the Site using the User's password.

g)Access, or attempt to access the Site using another User's password.

h)Use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.

i)Probe, scan or test the vulnerability of the site or any network connected to the Site, or breach the security or authentication measures on the Site or any network connected to the Site, or reverse look-up, trace or seek to trace any information on any other User or any other customer of The Buying Exchange, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to, personal identification or information, other than the User’s own information, submitted to, or contained on, the Site.

6.DISCLAIMER AND LIMITATION OF LIABILITY

Although The Buying Exchange has attempted to provide accurate information on the Site, it makes no guarantee or warranty, either express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein.

THE USER ACCESSES THE SITE AT THE USER’S OWN RISK. THE SITE AND, SUBJECT TO ANY WRITTEN AGREEMENT TO THE CONTRARY, THE PRODUCTS AND SERVICES WHICH MAY BE ORDERED FROM VENDORS, ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE, ARE SPECIFICALLY DISCLAIMED. NEITHER THE BUYING EXCHANGE NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM THE USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THIS SITE, NOR THE USE OR UNAVAILABILITY OF THE PRODUCTS OR SERVICES WHICH MAY BE OFFERED BY VENDORS, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OR DAMAGE TO DATA, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF THE BUYING EXCHANGE OR ANY VENDOR, OR FROM ANY COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO, OR USE OF, USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. THE BUYING EXCHANGE IS NOT LIABLE FOR CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS OF THIRD PARTIES THAT AFFECT THE SITE OR THE USERS THEREOF.

IN NO EVENT WILL THE BUYING EXCHANGE OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY TORTIOUS OR ILLEGAL CONDUCT OF OTHER USERS, VENDORS OR THIRD PARTIES.

IN NO EVENT WILL THE BUYING EXCHANGE OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES OR ASSIGNS BE HELD LIABLE FOR ANY DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF ANY USER OR PERSONAL INJURY THAT ARISES IN CONNECTION WITH USE OF THE SITE.

7.THIRD PARTY CONTENT

The Buying Exchange is not responsible for any information on the Site that is provided by Users or Vendors and The Buying Exchange is not liable for any claims related to that information. Any mention on the Site of products or services provided by Vendors is for informational purposes only and constitutes neither an endorsement nor a recommendation by The Buying Exchange and The Buying Exchange assumes no responsibility for those products or services. Any dealings among any User and Vendor mentioned on or found through the Site are solely between the User and the Vendor, and are subject to any terms, conditions, warranties or representations contained in such agreements as may be made between the User and the Vendor from time to time.

THE BUYING EXCHANGE MAKES NO WARRANTY, EITHER EXPRESSED OR IMPLIED, AS TO THE ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION, PRODUCTS OR SERVICES OFFERED BY ANY THIRD PARTY. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY INFORMATION FOUND ON A WEB SITE TO WHICH THERE IS A LINK LOCATED ON THE SITE THAT ALLOWS USERS TO ACCESS INFORMATION FOUND ON ANOTHER WEB SITE. ADDITIONALLY, THE BUYING EXCHANGE DOES NOT WARRANT THE EXISTENCE OR FUNCTIONALITY OF ANY WEB SITE WHICH CAN BE ACCESSED THROUGH A LINK LOCATED ON THIS SITE.

8.INDEMNIFICATION

The User agrees to defend, indemnify and otherwise hold harmless The Buying Exchange and its officers, directors, agents, employees and assigns from and against any claim related to the User's use of the Site.

9.SECURITY

Users are prohibited from violating or attempting to violate the security of the Site. The Buying Exchange will investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators.

10.PRIVACY POLICY

The Buying Exchange may collect and retain the following information about Users of the Site:

a)Phone numbers, municipal addresses, e-mail addresses and credit information;

b)transactional information conducted through the Site or as reported to The Buying Exchange by Vendors; and

c)other information used in connection with the Site, including, without limitation, computer and connection information, statistics on page views, traffic to and from the Site, and standard web log information.

The above referenced information may be used for:

a)The Buying Exchange’s marketing and advertising initiatives,

b)the provision of products and services requested by the User;

c)the implementation of financial arrangements and other agreements made between The Buying Exchange and Vendors;

d)the resolution of disputes connected with the use of the Site; and

e)the enforcement of this Agreement.

In addition to the foregoing, The Buying Exchange may disclose any information it has about a User (including the identity of such User) if it determines that such disclosure is necessary in connection with any investigation or complaint regarding such User’s use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to, or interference with, (either intentionally or unintentionally) The Buying Exchange's rights or property, or the rights or property of visitors to, or Users of, the Site or of Vendors. The Buying Exchange reserves the right at all times to disclose any information that The Buying Exchange deems necessary to comply with any applicable law, regulation, legal process or governmental request. The Buying Exchange also may disclose information about a User if The Buying Exchange determines that applicable law requires or permits such disclosure. This includes, without limitation, exchanging information with other companies and organizations for fraud protection purposes. The User acknowledges and agrees that The Buying Exchange may preserve any transmittal or communication by the User with The Buying Exchange through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law, or The Buying Exchange determines that the same as is reasonably necessary to: (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any data violates the rights of others, or (4) protect the rights, property or personal safety of The Buying Exchange, its employees, Users, Vendors or visitors to the site, or the public.

The User agrees that The Buying Exchange may, in its sole discretion and without prior notice, suspend or terminate access to the Site if in its discretion it concludes that any User has violated any agreement, policy or law which applies to the use of the Site.

11. COPYRIGHT PROTECTION

a)The Buying Exchange honors the intellectual property rights of others and asks the same of Users of the Site. The Buying Exchange may, in its sole discretion, terminate the accounts or access rights of Users whose actions infringe or otherwise violate the intellectual property rights of others.

b)The Buying Exchange can be contacted at:

By mail:
The Buying Exchange
1005 Skyview Drive
Garden Level, Suite 114
Burlington, Ontario
L7P 5B1

12. MISCELLANEOUS

In this Agreement, the term “claims” means claims, losses, damages (direct, indirect, consequential or otherwise), suits, judgments, causes of action, legal proceedings, executions, demands, penalties or other sanctions of every nature and kind whatsoever, whether accrued, actual, contingent or otherwise and any and all costs arising in connection therewith, including, without limitation, all legal fees and disbursements (including, without limitation, all such legal fees and disbursements in connection with any and all appeals) and the term “laws” means all laws, statutes, ordinances, regulations, by-laws, directions, orders, orders-in-council, rules, requirements and guidelines applicable to a given matter or person.

Except as otherwise provided above, this Agreement constitutes the entire agreement between The Buying Exchange and the User regarding the subject matter hereof. If any portion of this Agreement is found to be unenforceable for any reason, such portion will be deemed severed and will not affect the enforceability of the remaining terms.

Upon User's breach of this Agreement, The Buying Exchange may pursue any legal or equitable remedy available, including but not limited to, direct, consequential and punitive damages and injunctive relief. The Buying Exchange's remedies are cumulative and not exclusive. Failure by The Buying Exchange to exercise any remedy or enforce any portion of this Agreement at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter.

The Buying Exchange makes no representation that the content of the Site is appropriate or available for use in all locations. Users of the Site are responsible for compliance with all applicable local laws.

Any dispute arising out of this Agreement shall be governed by the laws of the Province of Ontario, Canada, notwithstanding any conflicts of law principles. Any action relating to this Agreement must be filed and maintained in the Province of Ontario, Canada, and each User attorns to the exclusive jurisdiction and venue in such courts for such purpose.

This Agreement shall be considered to be properly executed and binding upon the User when the User clicks on “I agree” below. In addition, the submitting by the User of any order to a Vendor which is facilitated through the use of the Site will be deemed to constitute the original signature of such User to this Agreement in the form then posted on the Site.

If any provision of this Agreement or any part of any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision or part shall not affect the validity, legality or enforceability of any other provision of this Agreement or the balance of any provision of this Agreement absent such part and such invalid, illegal or unenforceable provision or part shall be deemed to be severed from this Agreement and this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision or part had never been inserted in this Agreement.

No amendment, supplement, modification, waiver or termination of this Agreement shall be binding on the parties unless same is in writing and signed by each of the parties.

No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No forbearance by either party to seek a remedy for any breach by any other party of any provision of this Agreement shall constitute a waiver of any rights or remedies with respect to any subsequent breach.

Neither this Agreement nor any rights or obligations of any of the parties under this Agreement may be assigned by the User without the prior written consent of The Buying Exchange.

This Agreement shall endure to the benefit of and shall be binding upon the parties and their respective representatives, heirs, executors, administrators, successors and permitted assigns.