TERMS AND CONDITIONS FOR CANOE MEMBERS
1. APPLICABILITY
By completing the Canoe Membership Form you, the Member, (referred to as the “Member”) accept and are bound by these terms and conditions (the “Terms”). The Terms along with the Membership Form comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms are subject to change by Canoe Procurement Group of Canada (referred to as “CANOE”) without prior written notice at any time, in CANOE’s sole discretion. Any changes to these Terms will be in effect as of the “Last Updated Date” referred to on this form and published at canoeprocurment.ca/become-a-member. You should review these Terms before purchasing any product or services that are available through CANOE. Your continued use of CANOE after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.
You may not order or obtain products or services from CANOE if you: (i) do not agree to these Terms; (ii) are not eligible to participate in CANOE.
2. ELIGIBILITY AND AUTHORITY
The Member affirms, through an authorized signatory, that it is eligible to participate in CANOE as it meets the definition of “Associate Member” as defined in CANOE’s bylaws, which may be supplemented, amended, restated or replaced from time to time. The signatory affirms they have the legal authority to bind the Member to these terms and conditions.
3. ACCESS
The Member is granted access to a group procurement program administered by CANOE to which goods and services may be purchased by Member (referred to as the “Program”). The Program is made available to the Member on an “as-is, where-is” basis and is subject to change at CANOE’s sole discretion.
4. FEES
No membership fees are payable by the Member to access the Program.
5. COMMITMENT
The Member is not obliged to purchase goods and services using the Program, unless a subsequent purchase order or other subsequent agreement is agreed to by the Member. The Member is not required to purchase a minimum amount of goods and services using the Program. Participation is voluntary and non-exclusive.
6. SUPPLIER CONTRACTS
To purchase a good or service through the Program, the Member must enter into a purchase order or other subsequent agreement in accordance with the terms and conditions of the master agreement between CANOE and the supplier (referred to as the “Supplier Contract”). The Member will comply with the terms and conditions of the Supplier Contract. In the event of any conflict or inconsistency between the Terms and the Supplier Contract, the Supplier Contract will prevail.
The Member agrees to pay for goods and services obtained using the Supplier Contract procured by CANOE in the manner specified on the invoice by the billing entity. For any invoice issued by CANOE to the Member, the Member will promptly pay CANOE within thirty (30) days of receipt of the invoice.
The Member is responsible for all aspects of its purchase, including ordering, inspecting, accepting, and payment. CANOE makes NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE PROGRAM, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CANOE may, but has no obligation to, assist with the resolution of disputes between Member and supplier.
7. CONFIDENTIALITY
All non-public, confidential or proprietary information of CANOE or suppliers, including but not limited to specifications, pricing, discounts or rebates, disclosed by CANOE to the Member, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with Program is confidential, solely for the use in the Program and may not be disclosed or copied unless authorized in advance by CANOE in writing. Upon CANOE’s request, the Member shall promptly return all documents and other materials received from CANOE. CANOE shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Member at the time of disclosure; or (c) rightfully obtained by the Member on a non-confidential basis from a third party.
8. INTELLECTUAL PROPERTY
Each Party agrees that it is the sole owner of all right, title, and interest in and to its, copyrights, trademarks, service marks, trade secrets, know-how and other confidential information, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”). Each Party agrees that prior written consent is required to any use of the other Party’s Intellectual Property Rights and such use neither Party acquires any rights in the other Party’s Intellectual Property Rights as a result of such use.
9. PRIVACY
CANOE’s policies govern the processing of all personal data collected from the Member in connection with your purchase of products or services through the Program. The Member acknowledges CANOE may collect and report on information related to Member’s use of Supplier Contracts and grants CANOE the right to access such data from suppliers.
CANOE is subject to freedom of information laws and that any information provided to CANOE in connection with the Program, or held on CANOE’s behalf, may be subject to disclosure in accordance with these laws. CANOE also acknowledges that the Member may be subject to freedom of information legislation, which may similarly require them to disclose any information provided to them or held on their behalf in connection with the Program or any Supplier Contract. Should any disclosure be requested that would impact the other party, both parties will cooperate in responding to the request.
10. COMPLIANCE
The Member shall be responsible to comply with laws, rules, procedures and regulations governing or applicable to the Member’s procurement of goods and services.
11. TERMINATION OF MEMBERSHIP
The Member or CANOE may terminate their membership by providing at least thirty (30) days advance notice in writing. Following termination, the Member will no longer have access to the Program.
Notwithstanding termination, all payment obligations incurred by the Member prior to termination will survive. Provisions of these Terms, which by their nature should apply beyond termination, will remain in force after any termination including, but not limited to, the following provisions, Supplier Contracts, Confidentiality, Intellectual Property, Compliance, Limitation of Liability, Termination of Membership and Law.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL CANOE BE LIABLE TO THE MEMBER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
13. LAW
The Member acknowledges that CANOE is headquartered in the Province of Alberta, and the Member agrees that the Terms shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein and agrees to irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Alberta.
14. SEVERABILITY
If any term or provision of the Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. NO ASSIGNMENT OR WAIVERS
The Member will not assign any of your rights or delegate any of your obligations under these Terms without the prior written consent of CANOE. The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.