Terms and Conditions

Clear Cost AgTech Inc.
Terms of Service

Introduction

Welcome to the Terms of Service for Clear Cost Agtech Inc. (these “Terms“). This is a contract between you and Clear Cost Agtech Inc. (“we“, “us“, “our“, and “CCA”), and we want you to know and understand your rights and our rights before you use our platform, which is inclusive of our app and our website (the “Service“). It is really important that you take the time to read these Terms. Once you create an Account (as defined below), or access, view, or use the Service, you are going to be legally bound by these Terms. If you do not agree to these Terms, immediately stop accessing the Service and delete your Account if you have created one.

These Terms only apply to account holders who offer to purchase goods through the Service (“Buyers”). If you are a prospective or current account holder who offers Product (as hereinafter defined) for sale through the Service (“Sellers“), please refer to our Seller Terms of Service [NTD: insert hyperlink].

The Service is constantly evolving. These Terms may also change from time to time. We may change these Terms for a variety of reasons, including to reflect changes in the law, new features, changing business practices, or improving our offerings to you. The most recent version of these Terms will be posted to our app Clear Cost and on our website:www.clearcost.ag. The most recent version is the version that applies. The modified Terms will also appear when you log into your Account. If the changes are material, insofar as they affect your rights or responsibilities, we will notify you in advance of the change by reasonable means. This could include a direct notification when you log on to the Service, or by an email. If you continue to use the Service after we make the changes, then you agree to those changes.

Device Requirements

In order to use the Service, you must have a compatible device which meets the following specifications:

iOS 13.4 and above on an iPhone / iPad;
Android Marshmallow and above on Android devices;
Microsoft Edge – Version 80 and above;
Chrome – version 80 and above;
Firefox – version 75 and above; and
Safari – version 14.1 and above.

Any device to which you download any software produced or supplied by us will be known as a “Device” for the purposes of these Terms. Using the Service on a Device that does not meet the above specifications may provide you with an experience less desirable than what is intended. We are in no way responsible for a degradation in your user experience because of installation on a non-compatible Device.

Third Party Integration

The Service may be dependent on and/or interoperate with third-party owned and/or operated platforms and services, e.g., Apple (iTunes, etc.), Google, Facebook, X, etc. (each, a “Third Party Platform“). It may require or suggest that you be a registered member of such Third Party Platforms and provide certain account credentials and other information in order to access the Service. By using the Service, you agree to comply with any applicable terms, conditions or requirements promulgated by any provider of a Third Party Platform (e.g., Facebook’s Terms of Use, iTunes Store Terms of Use, etc.).

Acknowledgements

From time to time, updates to our Service may be made available through the App Store or Play Store. Depending on the update and whether you utilized the App Store or Play Store to download and access the Service, you may not be able to use the Service until you have installed the latest version.

You confirm that you either own the applicable Device or if not owned by you, you have obtained permission to install and use the Service on such Device.

Creating a Clear Cost Account

Account Creation

In order to use the Service, you will need to register with an account (the “Account“). In order to create an Account, you must be legally permitted to use the Service in your home country and jurisdiction. Because of the nature of our Services, we may restrict your ability to register for an Account if you reside outside of our current service territories, which are limited to the provinces of Saskatchewan, Alberta, and Manitoba. If you are a natural person, you must be over the age of 18. If you are creating an Account on behalf of an entity other than a natural person, you must be authorized to do so by the entity. Individuals and non-natural persons may only create one Account per entity, with the exception of designated Enterprise Level Accounts (as defined below), which are discussed later on in this section. You also agree not to use anyone else’s account or login information.

When you create an Account, you will be asked to provide certain information about you and/or your business, such as your name, your business or entity name (if applicable), address for service, email address, and other user information that is either necessary or advisable in order to utilize the Service (“Account Information”). By entering Account Information, you represent and warrant that all such information you enter is true and accurate and you agree to keep the information up to date if it changes at any time while you are bound by these Terms. Should you refuse to provide certain Account Information, we may not be able to provide you access to the Service or your access to the Service may be severely diminished.

If you do not create an Account, the business to business aspects of the Service will not be open to you. You will still be able to access our website, but will not be able to market on our platform.

Enterprise Level Accounts

Certain Accounts will be designated as “Enterprise Level Accounts“. These Enterprise Level Accounts will permit your employees and contractors to access the Service using personalized logins as your representatives and agents. Enterprise Level Accounts will include administrator functions that allow you to determine who should have access to what information. The individual or institution associated to the Enterprise Level Account has sole financial and legal responsibility for all transactions made by any person who signs in or identifies as being associated with the Enterprise Level Account, whether or not the person has been given authority to use the Enterprise Level Account by you. Financial and legal responsibility for any unauthorized use of any login information associated with an Enterprise Level Account remains with the person to whom the Enterprise Level Account is registered.

Voluntary Account Termination

You may deactivate your Account by sending a support request asking for your Account to be removed from the Service. Within a reasonable period after receiving this correspondence, and upon proper validation of the instructions to validate the deletion request, we will delete your Account. However, it might take a little while for Your Content (as defined below) to be removed from the Service. Certain aspects of Your Content (as defined below) will necessarily remain within the Service, but insofar as practical, as anonymized data.

Suspension or Termination of Accounts by Us

One of our goals is to create an efficient and transparent marketplace for our users that is fair and safe. In order to do that, we need to be able to terminate or suspend Accounts at our sole discretion. This means that we don’t need any reason to stop you from accessing your Account, we just can. We’re also a tech company, which means that we might have ways of determining whether you’re breaching these Terms. You’re agreeing to allow us to do everything that we are legally allowed to do to both ensure that you are complying with these Terms and to prevent you from using our Service at any time and without notice to you. This includes blocking specific IP addresses. You are also agreeing, that in the event we exercise our right to suspend or terminate your Account, you will continue to be bound by the contracts you have entered into while using the Service.

We may discontinue, suspend or modify the Service, or your access to the Service, at any time without notice.

Storage of completed and signed contracts

Notwithstanding the termination, voluntary deletion, or suspension of your Account, the Service will continue to store all executed contracts and the related data to those contracts, which includes your personal information from all executed contracts. The reason for this requirement is that information for executed contracts is released to and the property of both parties to the contract. This is an inherent function of the Service. Executed contracts and their particular cannot be cancelled or removed from the Service when you delete your Account. All contracts you have executed will remain legal and valid regardless of the status of your Account, whether active, suspended, terminated, or deleted. You will continue to be obligated to pay us any amounts due and owing to us for your use of the Service for all contracts executed prior to the change in status of your Account regardless of whether your Account was suspended, terminated, or deleted before or after the terms of the contract have been fulfilled.

Buying on Clear Cost

Product Available

Sellers use the Service to offer crop fertilizer varieties/blends, and/or bulk glyphosate and glufosinate (collectively, the “Products” and each a “Product”) for sale to Buyers.

User Obligations

Buyers and Sellers on the Service who have entered into a contract with another user will become legally bound by that contract and is obligated to complete the terms of the contract. For a Buyer specifically, but not limited to, purchasing the Product offered by the Seller. For a Seller, specifically, but not limited to, delivering the Product purchased by the Buyer. Only during the negotiation process with the other user may you determine that you no longer wish to purchase or sell the Product offered or requested, as applicable, by the other party.

Payment and Escrow Arrangements

Upon execution of a contract, you shall deposit with CCA an amount equal to Twenty-Five (25%) percent (the “Deposit“) of the full amount of the value of the contract plus any applicable taxes (the “Purchase Price“). You shall deposit with CCA the remaining balance of the Purchase Price on or before the Payment Deadline (as such term is defined in the contract). Payment shall be made in accordance with the section titled “Escrow Arrangements“.

Product Contracts

You will be required to use the CCA standard form [NTD: hyperlink] of contract (the “Standard Form Contract“) for all transactions effected through the Service. You acknowledge your ability to obtain independent legal advice outside of the Service in respect of your rights and obligations that will be created when you execute a Standard Form Contract. Prior to using the Standard Form Contract, you should consult with your own legal counsel, so you fully understand the terms and conditions of the Standard Form Contract. CCA will not publish any legal advice or guidance in the interpretation, execution, or obligations imposed by the Standard Form Contract. By utilizing the Standard Form Contract you represent and warrant to CCA that you have had an opportunity to consult your own legal counsel and either availed yourself of that opportunity or have wilfully declined such opportunity and independently determined to proceed with the execution of the Standard Form Contract. You will not hold CCA liable for any obligations or damages that arise as a result of your use of the Standard Form Contract, regardless of the nature or type of obligation or damages, and regardless of whether we were advised of the possibility of such damages in advance.

Once the parties have negotiated the specific terms of the Standard Form Contract on the Service, which can be utilized in all transactions, the final version of contract will automatically be generated and delivered to the Buyer and Seller through the Service. A critical aspect of the Service is the protection of the Seller’s price data prior to the parties’ execution of the Standard Form Contract. The Buyer hereby expressly acknowledges that the identity of the Buyer and Seller will not be disclosed to either party until the Standard Form Contract has been executed by, and is legally binding upon, both Buyer and Seller. The Buyer hereby expressly waives the right to present any legal argument or defence at law available to the Buyer with respect to validity or binding nature of the executed Standard Form Contract on the basis that the Buyer was not aware of the identity of the Seller prior to the execution of the Standard Form Contract, and hereby agrees that such argument or defence shall not be asserted, and will not apply, in any dispute, claim, arbitration arising out of a Standard Form Contract.

Upon execution of the Standard Form Contract, he parties are responsible for carrying out their respective covenants and obligations under the Standard Form Contract without any further intervention from us. While CCA facilitates the transfer of the Purchase Price between Buyers and Sellers, we are, in no way, responsible for payment by the Buyer or delivery of Product by the Seller.

Escrow Arrangements

Buyers agree to permit us, immediately upon the completion of a Standard Form Contract, to charge the credit card on file, or other pre-arranged payment method, for an amount equal to 25% of the total value of the contract plus nay applicable taxes (the “Deposit“). Buyers agree to permit us, immediately upon the expiry of the Payment Deadline (as such term is defined in the Standard Form Contract), to charge the credit card on file, or other pre-arranged payment method, for the remaining balance of the contract value. Buyers are also agreeing to ensure that the credit card information on file is current and up to date, and that any limitation on spending for the stored credit card will be in excess of any amounts to be charged by us. In the event that we are unable to charge a card for any reason whatsoever, we will immediately notify the Seller, and the Buyer will be considered in default of your obligations under the Standard Form Contract.

The Buyer agrees that CCA shall hold the Deposit any other amounts paid to CCA on account of satisfying payment obligations under a Standard Form Contract as agent for the Buyer. CCA shall be entitled to invest such funds in ‘no-risk’ investments, such as guaranteed investment certificates, Canadian government backed treasury bills or other securities, money market funds, certificates of deposit, or other like investments that are generally considered ‘no-risk’. Any interest earned on account of these funds shall be for the benefit of the Seller, released to the Seller along with the Purchase Price, and shall not be payable to the Buyer.

The Purchase Price shall be released to the Seller when the Buyer and the Seller have both confirmed that the Products have been delivered in satisfaction of the obligations of the Seller under a Standard Form Contract. Notwithstanding the foregoing, in the event that the Seller has delivered an overage of Product, the Buyer will remain liable to the Seller for the payment of such overage through the Service, and shall deliver forthwith to us any such additional amounts owed to the Seller on account of operation of the Standard Form Contract.

Service Content

There are three types of content that you will be able to access when you use the Service:

content that you upload and provide (“Your Content“);
content that other users upload and provide (“Member Content“); and
content that CCA provides (“Our Content“).

We want to respect your desire to conduct business in the way that works for you. We also want to make sure that everyone’s experience using the Service is a positive experience. This means that we need to restrict certain types of content. Content that includes any of the following features is not permitted to be uploaded or produced anywhere within the Service:

contains language or imagery which could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy another person;
is obscene, pornographic, violent, or otherwise may offend human dignity;
is abusive, insulting or threatening, discriminatory or which promotes or encourages racism, sexism, hatred or bigotry;
encourages any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offence;
manipulates prices for goods posted within the Service;
is defamatory or libellous;
relates to commercial activities that are unrelated to the buying and selling of grain and other commodities through the Service (including, without limitation, sales, competitions and advertising, links to other websites or premium line telephone numbers);
involves the transmission of “junk” mail or “spam”;
contains any spyware, adware, viruses, corrupt files, worm programmes or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from us or otherwise;
itself, or the posting of which, infringes any third party’s rights (including, without limitation, intellectual property rights and privacy rights); or
shows another person which was created or distributed without that person’s consent.

Your Content

You are solely responsible and liable for Your Content. You agree to indemnify, defend, release and hold us harmless from any claims made in connection with Your Content. You also represent and warrant to us that:

you have all necessary rights and licences to upload, publish, or otherwise use Your Content; and
1. all of Your Content is true and correct to the best of your understanding.

The Service is a public service. Anyone with an Account has the ability to view all of the public information posted through the Service, which includes data that is expressly or derived from Your Content. People who do not use the Service could also view Your Content if it was sent to them by a third party or if they found some other way to access Your Content. Be sure that you are comfortable having Your Content viewed by anyone, anywhere, before you upload. We encourage you to use the same precautions in uploading Your Content to the Service as you would with any other digital service.

Once you upload Your Content, you are granting us (and those people that we work with) a non-exclusive, royalty free, perpetual, worldwide licence to use Your Content (including, without limitation, editing, copying, modifying, adapting, translating, reformatting, creative derivative works from, incorporating into other works, advertising, distributing and otherwise making available to the general publish such content, whether in whole or in part and in any format or medium currently known or developed in the future) in connection with operating and providing the Service. We may assign and/or sub-licence this licence to our affiliates and successors without any further approval by you.

We have the right to remove, edit, limit, or block access to any of Your Content at any time, and we are not obligated to display or review Your Content.

Information relating to your IP address will not be collected for the purpose of anonymizing and aggregating it for sale by CCA to a third party. Information related to your IP address may be tracked or collected by CCA in the event that CCA is required to verify your identity through the use of your IP address. CCA may track your IP address in instances, but not limited to, of an allegation of fraud or misrepresentation. Regardless of the class of Account chosen, by using the Service, you are agreeing to allow CCA to track and collect your IP address in relation to accessing the Service.

Member Content

Member Content belongs to the person who uploaded the content. Except as expressly necessary to utilize the Service, you do not have any rights to other users’ Member Content, and you may only use other users’ personal information to the extent that your use of it matches the Service’s purpose of facilitating the purchase and sale of agricultural inputs. You cannot use other user’s Member Content or information to solicit outside business, to spam, to harass, to make unlawful threats, or to dox.

Our Content

Anything that is within the Service that isn’t Your Content and isn’t Member Content belongs to us. Our Content includes, without limitation, all of the text, content, graphics, user interfaces, trademarks, images, logos, sound, artwork, unique gestures, and other intellectual property appearing throughout the Service that doesn’t fall into Your Content or Member Content. We have the rights, through ownership, license, or otherwise to use Our Content and such content is protected by copyright, trademark, or other intellectual property rights laws. All rights, title and interest in and to Our Content remains with us at all times.

We grant you a non-exclusive, limited, personal, non-transferable, revocable, license to access and use Our Content, without the right to sublicense, under the following conditions:

you shall not use, sell, modify, or distribute Our Content except as permitted by the functionality of the Service;
you shall not use our name in metatags, keywords and/or hidden text;
you shall not create derivative works from Our Content or commercially exploit Our Content, in whole or in part, in any way, save and except through the express use of the Service; and
you shall use Our Content for lawful purposes only.

We reserve all other rights.

Restrictions on Use

You agree to:

comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, equal opportunity laws and regulatory requirements;
use your real name and information on your profile and in the event the Account is for a non-human entity use the real name or number associated with such entity; and
use the Service in a professional manner.

You agree not to:

act in an unlawful or unprofessional manner including being dishonest, abusive or discriminatory;
misrepresent your identity, your current or previous positions, qualifications or affiliations with a person or entity;
disclose information that you do not have the consent to disclose;
misrepresent the quality or quantities of Products that you have available for sale;
misrepresent your business;
create or operate a pyramid scheme, fraud or other similar practice;
scrape or replicate any part of the Service, by any means;
enter into negotiations for the purchase of any Product offered on the Service without the intention of signing a contract;
execute a Standard Form Contract and thereafter fail to complete the contract in accordance with its terms; or
participate in fraud.

[NTD: Consider other actions which would be banned]

We’ve mentioned this in other places, but it’s important, so it’s worth repeating. We want people who use the Service to have a positive business experience. Users should not do bad or dishonest things to others. You can report abuse or violations of these Terms by other users by contacting us and outlining the violation/abuse/complaint at contact@clearcost.ag or 306-917-8883. We take these complaints seriously and will look into each of them.

Cookies

The Service utilizes “cookies” to better understand how users interact with the Service and to optimise the efficacy of the Service for its users. Cookies are small data files transferred to your computer’s hard drive by a website. They are also small text files stored on your Device when you access an app. Cookies keep a record of your preferences, making your subsequent uses of the Service both through our website and app more efficient. Cookies may store a variety of information, including the number of times that you access a site, your registration information and the number of times that you view a particular page or other item on the site. For an app, cookies store information about a user’s preferences, settings, and actions. Cookies allow us to personalize the Service to you and help us identify where we can improve the Service.

For a complete understanding of how we use cookies, please refer to our Cookies Policy, which is incorporated into these Terms by reference, and is available online at [NTD: insert hyperlink] (“Cookies Policy“). It explains how we collect and use cookies obtained through the Service.

Rating content

Buyers and Sellers will be able to provide a rating on other users after the completion of a contract through our rating system. Buyers and Sellers who choose to submit a rating agree to:

complete the rating honestly and accurately;
not to make any misrepresentation(s);
comply with these Terms;
not provide any fake or defamatory ratings;
not provide any personal information relating to the other party;
not state anything harmful, hateful, discriminatory, or obscene in the rating; and
not coerce, intimidate, incentivize or manipulate another party to influence a rating.

CCA retains the sole discretion to remove ratings that violate the abovementioned restrictions on the use of the Service.

All ratings become the sole and exclusive property of CCA, and we may utilize the information included in the rating in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.

Privacy

Providing the Service requires us to collect, share, and use your personal information. Our Privacy Policy, which is incorporated herein by reference, is available online at [NTD: insert hyperlink] (“Privacy Policy”). It explains how we collect, share, and use your personal information. It also explains the many ways you can control your personal information, including in the preferences and settings accessible within your Account.

Dispute Resolution

Precedence of Dispute Regimes

Unless both parties otherwise agree, all disputes arising from or out of a Standard Form Contract (a “Dispute“) will be resolved in accordance with the provisions of this Dispute Resolution section (the “Dispute Resolution Procedure“). Any capitalized terms not defined in this section shall have the meaning as ascribed in the Standard Form Contract.

Dispute Notice

Upon a Buyer Default or Seller Default, the Dispute Resolution Procedure may be commenced by either the Buyer or Seller by giving notice to the other party through the Service (the “Dispute Notice“) within Five (5) business days of the expiry of the Delivery Period or Pickup Period, as applicable (the “Dispute Period“), briefly setting out the pertinent facts, the remedy or relief sought and the grounds on which such remedy or relief is sought.

Purchase Price

Upon the delivery of a Dispute Notice, CCA shall withhold the release of the Purchase Price to the Seller until the Dispute is resolved in accordance with the sections entitled “Negotiation“, “Arbitration“, or “Litigation” herein.

Negotiation

Within five (5) business days of one party receiving a Dispute Notice from the other, or such longer period as the parties may mutually agree (the “Negotiation Period“), a representative of each party will make good faith efforts to resolve the Dispute by without prejudice negotiations. Upon the commencement of Negotiation Period, a party may offer to resolve the Dispute by proposing to the other party (in this section, the “Receiving Party“) through the Service, one of the following remedial actions as a resolution to the Dispute:

return of the Products to the Seller and return of any amounts paid to the Buyer;
acceptance of the Products by the Buyer with an adjustment to the Purchase Price in the amount mutually agreed upon by the parties (the “Amended Purchase Price“). For greater certainty, any adjustment to the Purchase Price shall not affect the value of the Software Usage Fee or Payment Processing Fees, which are calculated based upon the Purchase Price originally set out in the Standard Form Contract; or
Return of the Products to the Seller and replacement and delivery by the Seller of new Products to the Buyer, of a condition and quality acceptable to the Buyer;

(each, a “Dispute Resolution Offer“).

Upon the receipt by the Receiving Party of a Dispute Resolution Offer, the Receiving Party may, through the Service, elect to accept, reject, or counter-offer a Dispute Resolution Offer. If the Receiving Party elects to accept a Dispute Resolution Offer as set forth in this section, we will facilitate the release of the Purchase Price or Amended Purchase Price, as applicable, in accordance with that agreed resolution.

Commencement of Proceedings

If the Dispute is not completely resolved by agreement between the parties within twenty (20) business days of the delivery of the Dispute Notice, then either party may commence proceedings to have the Dispute finally settled, either by arbitration or by litigation as contemplated in this Dispute Resolution section. In any such proceedings the scope of issues will not be limited strictly to the terms of the Dispute Notice but may extend to include directly related matters for the purpose of completely resolving the Dispute.

Arbitration

If a party is entitled to commence proceedings to have a Dispute finally resolved, then:

the party may give the other party notice of its intention to submit the Dispute to binding arbitration (“Notice of Intention to Arbitrate“); and
- if the other party does not deliver a notice of objection (the “Notice of Objection to Arbitration“) within five (5) business days of receipt of the Notice of Intention to Arbitrate then either party may refer the Dispute to be finally resolved by arbitration as follows:
  - the provisions of The Arbitration Act, 1992 (Saskatchewan), as modified by this Dispute Resolution section or as otherwise agreed by the parties, will apply to the arbitration;
  - arbitration proceedings will be commenced by a party giving notice to the other party;
  - the arbitrator(s) will have the authority to award any remedy or relief that a court or judge of the Saskatchewan Court of King’s Bench could order or grant in accordance with these Terms and the Terms of the Standard Form Contract, including specific performance of any obligation created under these Terms and the Terms of the Standard Form Contract , the issuance of an interim, interlocutory or permanent injunction, or the imposition of sanctions for abuse or frustration of the arbitration process;
  - meetings and hearings of the arbitrator(s) will take place in the City of Reginaor in such other place as the parties agree and such meetings and hearings will be conducted in the English language unless otherwise agreed by such parties;
  - the arbitrator(s) may at any time fix the date, time and place of meetings and hearings in the arbitration, upon reasonable notice to the parties;
  - subject to any adjournments permitted by the arbitrator(s), the final hearing will be continued on successive business days until it is concluded;
  - all meetings and hearings will be in private unless the parties agree otherwise and either party may be represented at any meetings or hearings by legal counsel;
  - either party may examine, and re-examine, all its own witnesses at the arbitration and may cross-examine all of the other party’s witnesses;
  - the arbitration will be kept confidential and the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, and testimony or other oral submission and any awards) will not be disclosed to any party other than the arbitrator(s), the parties (and their respective directors, officers, shareholders and legal counsel), and such other persons as may be necessary to the conduct of the proceeding or required by law; and
  - the arbitrator(s) will deliver a decision in writing within fifteen (15) business days after the conclusion of the hearing and, unless the parties agree otherwise, will set out reasons for the decision.

Litigation

If either party is entitled to commence proceedings to have a Dispute finally resolved and:

no Notice of Intention to Arbitrate has been delivered by one party to the other; or
- a Notice of Objection to Arbitration has been delivered by one party to the other in response to a Notice of Intention to Arbitrate;

then either party may commence proceedings in respect of the Dispute in the courts of the Province in which the Buyer is located and, for purposes of certainty, the provisions of these Terms and the Terms of the Standard Form Contract will apply to such litigation. If a party has commenced such proceedings but has not served the other party as required for such proceedings prior to the other party delivering a Notice of Intention to Arbitrate, the party commencing such proceedings will either give the Notice of Objection to Arbitration or serve such party the required notice within the time required, failing which the Dispute will be resolved by arbitration.

Other Remedies

Nothing contained in this Dispute Resolution section will preclude a party from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining an effective emergency or provisional remedy to protect its rights as necessary in the circumstances, including obtaining temporary and preliminary injunctive relief and other orders, whether before or after the Dispute has been initiated by a Dispute Notice.

Strict Compliance with Time Limits

The parties acknowledge that timely resolution of Disputes is mutually beneficial and the time limits set out in this Dispute Resolution section, or as otherwise agreed by the parties, will therefore be strictly complied with and enforced.

Push Notifications

We may provide you with emails, text messages, push notifications, alerts and other messages related to the Service, such as enhancements, offers, products, and other promotions. After accessing the Service, you will be asked to accept or deny push notifications/alerts. If you deny, you will not receive any push notifications/alerts. If you accept, push notifications/alerts will be automatically sent to you. If you no longer wish to receive push notifications/alerts from the Service, you may opt out by changing your notification settings on your Device or within your settings and preferences in your profile. With respect to other types of messaging or communications, such as emails, text messages, etc., you can unsubscribe or opt out by either following the specific instructions included in such communications or by emailing us with your request at contact@clearcost.ag.

Text Messaging

If you provide a phone number during the creation of your Account or at any point thereafter, you may have the opportunity to enable SMS for notifications or two-factor authentication. You may modify your notification preference at any time. Message and data rates may apply.

Disclaimer

There are certain things that we do not promise about the Service:

The Service, our content, and member content are all provided to you on an “as is” and “as available” basis, without any warranty of any kind, either express or implied, including, but not limited to, fitness for a particular purpose, title, or non-infringement.

If the applicable law does not permit the foregoing express exclusion of express or implied warranties, then we grant the minimum express or implied warranty required by the applicable law. No advice or information, whether oral or written, shall create any warranty, representation or guarantee not expressly stated in this section.

We also make no representations or warranties that the Service will be uninterrupted, secure, or error free, or that your use of the Service will meet your expectations, or that the Service, or any portion thereof, is correct, accurate, or reliable. You are entirely responsible for any interactions that you have with other members.

CCA, and any SHAREHOLDER, DIRECTOR OR OFFICER OF CCA, shall not be liable for any damages, direct, indirect, consequential, incidental, punitive, or special, including, without limitation, loss of data, profit or goodwill, income, loss of or damage to property and claims of third parties arising out of your access to or use of the Service, Our Content, or any Member Content, however caused, whether based on breach of contract, tort (including negligence), proprietary rights infringement, product liability or otherwise.

The foregoing shall apply even if we were advised of the possibility of such damages. If you become dissatisfied with the Service, your only remedy is to stop your use of the Service.

You hereby waive any and all claims arising out of your use of the Service OR THE app. Because some jurisdictions do not allow the disclaimer of implied warranties or the exclusion or limitation of certain types of damages, these provisions may not apply to you. If any portion of this limitation on liability is found to be invalid or unenforceable for any reason, then our aggregate liability shall not exceed one hundred dollars ($100).

The limitations on liability in these terms are fundamental elements of the basis of our agreement and reflect a fair allocation of the risk between you and us. The Service would not be provided to you for use without such limitations in place, and you agree that the limitations and exclusions of liability, disclaimers and exclusive remedies specified herein will survive even if found to have failed in their essential purpose.

Indemnity

All the actions you make and information you post on the Service remain your responsibility. Therefore, you agree to indemnify, defend, release, and hold us, and our partners, licensors, affiliates, contractors, officers, directors, employees, representatives and agents, harmless, from and against any third party claims, damages (actual and/or consequential), actions, proceedings, demands, losses, liabilities, costs and expenses (including reasonable legal fees) suffered or reasonably incurred by us arising as a result of, or in connection with:

any negligent acts, omissions or wilful misconduct by you;
your access to and use of the Service;
the uploading or submission of Your Content;
any breach of these Terms by you; and/or
your violation of any law or of any rights of any third party.

We retain the exclusive right to settle, compromise and pay any and all claims or causes of action which are brought against us without your prior consent. If we ask, you will co-operate fully and reasonably as required by us in the defence of any relevant claim.

Miscellaneous

Entire Agreement

These Terms, which we may amend from time to time, constitute the entire agreement between you and CCA in respect of the provision of the Service. These Terms supersede all previous agreements, representations and arrangements between us (written or oral). Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.

You are responsible for taking all necessary precautions to ensure that any material you may obtain from us is free of viruses or other harmful components. You accept that the Service will not be provided uninterrupted or error free, that defects may not be corrected or that CCA, or the server that makes it available, are free of viruses or bugs, spyware, Trojan horse or any similar malicious software. CCA is not responsible for any damage to your computer hardware, computer software, or other equipment or technology including, but without limitation damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction.

If, for any reason, any of these Terms or any portion thereof are declared illegal, invalid or otherwise unenforceable by a court of a competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms and the remainder of these Terms shall survive, remain in full force and effect and continue to be binding and enforceable.

No failure or delay in exercising any right, power or privilege under these Terms shall operate as a waiver of such right or acceptance of any variation of these Terms and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of the right or the exercise of any other right, power or privilege.

Third Party Links

The Service may contain links to third party websites or resources. In such cases, you acknowledge and agree that we are not responsible or liable for:

the availability or accuracy of such websites or resources; or
the content, products, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. Framing, in-line linking or other methods of association with the Service are expressly prohibited without first obtaining our prior written approval.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted assignment or transfer of these Terms to any person shall be deemed to be void ab initio and of no force or effect. Any breach of this provision shall constitute a breach of these Terms. These Terms shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns. We may transfer or assign these Terms without notice to you, in our sole and absolute discretion.

About Us

Your access to the Service, Our Content, and any Member Content, as well as these Terms are governed and interpreted by the laws of the Province of Saskatchewan, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the Province of Saskatchewan. By using the Service, you are consenting to the exclusive jurisdiction of the courts of the Dominion of Canada and the Province of Saskatchewan. You agree that such courts shall have in personam jurisdiction and venue and waive any objection based on inconvenient forum. You agree that you will not file or participate in a class action against us.

Effective Date

These Terms were last updated: 2025-01-07.