Agreement between the user of ProcureHub Services, as further defined below (the “User”) and 2372538 Ontario Inc. operating as ProcurePro Consulting (the “Company”) (collectively (the ”Parties”)). In the case of a conflict between these Legal Terms and Conditions (the "Terms") and any other terms and conditions of a related agreement, these Terms shall take priority.
The ProcureHub website (“ProcureHub”) is comprised of various web pages operated by the Company. Use of ProcureHub (the “Services”) is offered to you, conditioned on your acceptance without modification of the Terms and notices contained herein. Your use of ProcureHub constitutes your agreement to all such Terms. Please read these Terms carefully and keep a copy of them for your reference.
ProcureHub.ca is an E-Commerce site and links potential customers with suppliers or any other Users on a sharing marketplace.
a) Confidential Information. “Confidential Information” of a User means all information of a User or its licensors, suppliers or affiliates that is not generally known to the public that is disclosed by such User (the “Disclosing User”) to another User or the Company (the “Receiving User”) or that is otherwise learned by or comes into the possession or knowledge of the Receiving User in connection with, or as a result of a transaction on ProcureHub, and that has been identified as being proprietary or confidential or that by the nature of the circumstances surrounding the disclosure or receipt, or by the nature of the information itself, would be treated as proprietary and confidential by a reasonable person.
b) Use and Disclosure of Confidential Information by Receiving User Personnel
(i) The Receiving User will not use Confidential Information of the Disclosing User for any purpose other than (i) evaluating, implementing or providing services associated with the specific transaction for which such information was disclosed, (ii) as otherwise approved in writing by the Disclosing User, or (iii) as otherwise permitted by an agreement executed between the Parties.
(ii) The Receiving User will restrict access to: (i) Confidential Information to those employees, associates, affiliates, agents, advisors, consultants and other representatives of Receiving User (“Personnel”) who have a need to know for the purposes of the transaction; and (ii) only the Confidential Information such Personnel need for such purpose and under obligations of confidentiality no less stringent than those contained in these Terms. The Receiving User will be liable for any failure by its Personnel to comply with these Terms.
c) Exceptions. The provisions of Section 1(b) will not apply to any information that: (a) the Receiving User can establish, by documentary evidence, was independently developed, publicly known or already known by the Receiving User at the time of initial disclosure by the Disclosing User; (b) is approved for release by written authorization of the Disclosing User.
d) Legal Obligation to Disclose. Unless otherwise prohibited by law, if the Receiving User becomes legally obligated to disclose Confidential Information, the Receiving User will give the Disclosing User prompt written notice sufficient to allow the Disclosing User to seek a protective order or other appropriate remedy, and will reasonably cooperate with the Disclosing User’s efforts to obtain such protective order or other remedy at the Disclosing User’s expense, and in the event the Receiving User is unable to do so, the Receiving User will (so long as not prohibited by law from doing so) advise the Disclosing User immediately subsequent to such disclosure. The Receiving User will disclose only such information as is required, in the opinion of its counsel, and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
e) Storage of Confidential Information. Receiving User will keep Disclosing User’s Confidential Information so that: (i) Confidential Information is not commingled with third party data or disclosed in conjunction with any disclosure of third-party data; and (ii) Receiving User can readily locate and/or return Confidential Information.
f) Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the Disclosing User, and the Receiving User will have no rights, by licence or otherwise, to use the Confidential Information except as expressly provided herein or in any agreement executed between the Parties.
g) Return and/or Destruction of Confidential Information. Upon the Disclosing User’s written request, the Receiving User will promptly return or destroy, and verify in writing its destruction of, all material, in any form, embodying Confidential Information of the Disclosing User. In carrying out any destruction, the Receiving User will protect Confidential Information in accordance with these Terms.
a) Types of Data Processed. The Company collects and otherwise processes the following types of data:
i. Contact information, such as full name, email address, phone number, and address; and
ii. Correspondence you send to us.
b) Information we collect automatically:
i. When you use our services, we automatically collect certain information, such as your computer’s IP address, the type of browser in use, and pages viewed. We use this information to understand how visitors navigate through our Services, to enhance your experience while using our Services, and to make the materials we post as valuable to visitors as possible.
We also use Google Analytics to help analyze where visitors go and what they do while visiting our Services. Google may also use anonymous information about your visits to this and other websites to improve its products and services and provide advertisements about goods and services of interest to you.
4.Use of Information
The Company and its subsidiaries generally use the information we collect for several purposes, including:
i. To fulfil your requests for products, services, or support;
ii. To contact you;
iii. With your consent where required by law, to send you promotional materials; and
iv. To conduct research.
5.Disclosure of Information
We may share or otherwise disclose the information we collect with the following categories of recipients:
i. Authorized third-party suppliers and service providers. We share your information with third-party suppliers and service-providers that help us with specialized services, including email deployment, business analytics, marketing, and data processing. Ex: ProcureHub Suppliers and Serices providers such as Stripe
ii. Corporate affiliates. We may share your information with our corporate affiliates.
iii. Business transfers. We may share your information in connection with a substantial corporate transaction, such as the sale of a website, a merger, consolidation, asset sale, or in the unlikely event of bankruptcy.
iv. Legal purposes. We may disclose information to respond to subpoenas, court orders, legal process, law enforcement requests, legal claims or government enquiries, and to protect and defend the rights, interests, safety, and security of the Company, our Users, or the public.
v. With your consent. We may share information for any other purposes disclosed to you at the time we collect the information or pursuant to your consent.
6.Data Security, Integrity, and Retention
The Company and its subsidiaries maintain reasonable security measures to safeguard personal data from loss, interference, misuse, unauthorized access, disclosure, alteration or destruction. You should understand that no data storage system or transmission of data over the Internet or any other public network can be guaranteed to be 100 percent secure. Please note that information collected by third parties may not have the same security protections as information you submit to us, and we are not responsible for protecting the security of such information. Personal data will be retained only for so long as reasonably necessary for the purposes set out above, in accordance with applicable laws.
You may be able to refuse or disable cookies by adjusting your web browser settings. Because each web browser is different, please consult the instructions provided by your web browser (typically in the “help” section). Please note that you may need to take additional steps to refuse or disable similar technologies. If you choose to refuse, disable, or delete these technologies, some of the functionality of the Services may no longer be available to you.
8.Third-party Links and Content
Some of the services may contain links to content maintained by third parties that we do not control. The privacy practices of those third parties are controlled by their own privacy policies, which we suggest you review to understand how they process your personal information.
9.Do-Not-Track Signals and Similar Mechanisms
Some web browsers transmit “do-not-track” signals to websites. Because of differences in how web browsers incorporate and activate this feature, it is not always clear whether users intend for these signals to be transmitted, or whether they even are aware of them. We currently do not take action in response to these signals.
From time to time, the Company may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. In order to improve our Services, you may receive a notification when you open an email from ProcureHub or click on a link therein.
If you would like to stop receiving marketing or promotional communications via email from the Company, you may unsubscribe from emails by clicking on the UNSUBSCRIBE button.
Visiting ProcureHub or sending emails through ProcureHub constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, and on ProcureHub, satisfy any legal requirement that such communications be in writing.
If you use ProcureHub, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that the Company is not responsible for third-party access to your account that results from theft or misappropriation of your account or password. The Company and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in their sole discretion.
14.Children Under Eighteen
The Company does not knowingly collect, either online or offline, personal information from persons under the age of eighteen. If you are under 18, you may not use ProcureHub except as otherwise agreed in writing.
Your ProcureHub account may not be cancelled; however, if the User ceases to conduct a transaction on ProcureHub for a period of 60 days, the User account shall be considered dormant. Dormant accounts shall automatically expire within 30 days from the date of becoming dormant if the User fails to reactivate their account by conducting a transaction. Upon expiration of your account, such expiration shall have no effect on any remaining obligations you may have at the time of expiration regarding past or booked and pending transactions.
ALL TRANSACTIONS ARE FINAL AND THERE ARE NO REFUNDS.
16.Links to Third Party Sites/Third Party Services
ProcureHub may contain links to other third-party websites ("Linked Sites"). The Linked Sites are not under the control of the Company and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. These links are provided to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the linked site or any association with its operators.
Certain services made available via ProcureHub are delivered by third-party sites and organizations. By using any product, service, or functionality originating from the ProcureHub domain, you hereby acknowledge and consent that the Company may share such information and data with any third party with whom the Company has a contractual relationship to provide the requested product, service, or functionality to or on behalf of ProcureHub Users and customers.
17.No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable licence to access and use ProcureHub strictly in accordance with these Terms. As a condition of your use of ProcureHub, you warrant to the Company that you will not use ProcureHub for any purpose that is unlawful or prohibited by these Terms. You may not use ProcureHub in any manner which could damage, disable, overburden, or impair ProcureHub or interfere with any other User's use and enjoyment of ProcureHub. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through ProcureHub.
All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on ProcureHub, is the property of the Company or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on ProcureHub. ProcureHub content is not for resale. Your use of ProcureHub does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of the Company and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licences, express or implied, to the intellectual property of the Company or our licensors except as expressly authorized by these Terms.
18.Use of Communication Services
a. ProcureHub may contain bulletin board services, reviews, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
b. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other User from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
c. The Company has no obligation to monitor the Communication Services. However, the Company reserves the right to review materials posted to a Communication Service and to remove any materials at its sole discretion. The Company reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
d. The Company reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in the Company’s sole discretion.
e. Always use caution when giving out any personal information about yourself or your children in any Communication Service. The Company does not control or endorse the content, messages, or information found in any Communication Service. The Company specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.
f. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction, and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
g. The Company does not claim ownership of the materials you provide to the Company (including feedback and suggestions) or post, upload, input or submit to any ProcureHub site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting the Company, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
h. No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in the Company 's sole discretion.
i. By posting, uploading, inputting, providing or submitting your Submission you represent and warrant that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
The Service is controlled, operated and administered by the Company from our offices within Canada. If you access the Service from a location outside Canada, you are responsible for compliance with all local laws. You agree that you will not use the ProcureHub content accessed through ProcureHub in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable legal fees) relating to or arising out of: (1) your use of or inability to use ProcureHub or the Services; (2) any user postings made by you; (3) your violation of any of these Terms; (4) your violation of any rights of a third party; or (5) your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defences.
21.Class Action Waiver
Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH PROCUREHUB MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. THE COMPANY AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN PROCUREHUB AT ANY TIME.
a. THE COMPANY AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON PROCUREHUB FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. THE COMPANY AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF PROCUREHUB, WITH THE DELAY OR INABILITY TO USE PROCUREHUB OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH PROCUREHUB, OR OTHERWISE ARISING OUT OF THE USE OF PROCUREHUB, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF PROCUREHUB, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING PROCUREHUB.
a. The Company reserves the right, in its sole discretion, to terminate your access to ProcureHub and the related Services or any portion thereof at any time, without notice. Use of ProcureHub is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section and Section 23 below.
b. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or the Services. The Company’s operation of ProcureHub is subject to existing laws and legal process, and nothing contained herein is in derogation of the Company 's right to comply with governmental, court and law enforcement requests or requirements relating to your use of ProcureHub or information provided to or gathered by the Company with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
c. Except as otherwise specified in the Supplier Agreement, these Terms with respect to any transaction conducted through ProcureHub constitutes the entire agreement between the User and the Company with respect to ProcureHub and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and the Company with respect to ProcureHub. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to ProcureHub to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties acknowledge that they have required that these terms and conditions and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.
24.Changes to Terms
The Company reserves the right, in its sole discretion, to change the Terms under which ProcureHub is offered. The most current version of the Terms will be posted on the ProcureHub site and shall supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates.
As consideration for the provision of the Services, the Company shall charge a fee (the “Fees”). Such Fees may be charged as a percentage of each transaction value conducted on the site, or as a flat or subscription fee amount. Such Fees shall be determined by the Company and are subject to change at the absolute sole discretion of the Company.
These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each User irrevocably submits to the exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of these Terms or the subject matter hereof brought by any User or their successors or assigns.
You may not assign, sublicense or otherwise transfer any of your rights and obligations in these Terms to any other person.
Unless otherwise expressly stated in these Terms, all notices from you to us must be in writing and sent to our contact address at firstname.lastname@example.org and all notices from us to you will be displayed on the ProcureHub website from to time.
Version 1.0 Updated June 11, 2023