TERMS & CONDITIONS

Disclaimer

YOU ACKNOWLEDGE THAT ROGITEX DOES NOT MAKE, GIVE OR EXTEND, AND YOU DISCLAIM AND RENOUNCE TO, ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS OR OTHERWISE OF THE INFORMATION CONTAINED HEREIN AND THE PRODUCTS SOLD BY ROGITEX, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, ARISING IN LAW, EQUITY, CONTRACT OR TORT. IN NO EVENT WILL ROGITEX BE HELD LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, AND YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO SUCH DAMAGES.

IN NO EVENT WILL ROGITEX HAVE ANY LIABILITY IN THE EVENT THAT THE PRODUCT IS NOT USED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN WITH THE PRODUCT OR IN THE EVENT THAT IT IS MODIFIED IN ANY WAY.

IN NO EVENT WILL THE LIABILITY OF ROGITEX EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT.

YOU HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL.

This website, (excluding linked sites) is controlled by Rogitex from its offices in Montreal, Quebec. By accessing this website both you and Rogitex agree that laws of the Province of Quebec, Canada, and the laws of Canada applicable therein, without regard to conflict of laws provisions thereof, will apply to all matters relating to the use of this website and the purchase by you of any products from Rogitex. You and Rogitex also agree to and hereby submit to the exclusive jurisdiction of the Courts of the Province of Quebec in respect to all matters which may arise in relation to this website and the purchase by you of any products from Rogitex.

Rogitex Inc. Terms of Service

Effective as of December 16, 2020

Welcome to ROGITEX!

ROGITEX is a distributor of products relating to soil amendments (the “Products) and works with farmers and growers to improve their soil health

In these Terms of Service (“Terms” or “Contract”), “we”, “us,”, “our” or “ROGITEX” will refer to Rogitex Inc. unless the context indicates that “we” should refer to ROGITEX and you, and the terms “you”, “your” and “Customer” will refer to you.  To be eligible to purchase Products from ROGITEX on this website, you must accept these Terms. Your access or use of this website constitutes your acceptance of these Terms. If you do not agree to these Terms, you should not use this website.

If you are registering for a ROGITEX account in order to purchase Products on behalf of an organization, then you are agreeing to these Terms for that organization and promising to ROGITEX that you have the authority to bind that organization to these Terms (and, in which case, the terms “you” and “your” or “Customer” will refer to that organization). The exception to this is if that organization has a separate written agreement with ROGITEX covering the purchase of Products from ROGITEX, in which case that agreement will govern such use.

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL CONTRACT BETWEEN YOU AND ROGITEX.

IMPORTANT NOTE: THESE TERMS LIMIT OUR LIABILITY TO YOU. For more details, please refer to Section 6.

  1. Changes to These Terms

We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of those Terms. We will provide you advance notice of any material revisions. This notice will be provided in your ROGITEX account portal or via an e-mail to the e-mail address owner of your ROGITEX account. For other revisions, we will update the effective date of these Terms at the top of the page. We encourage you to check the effective date of the Terms whenever you visit the website of ROGITEX or log in to your ROGITEX account. Your access or use of this website constitutes your acceptance of any revisions. If you do not agree to the revisions, you should stop using this website.

  1. Your ROGITEX Account(s)

You are solely responsible for all use (whether or not authorized) of this website under your ROGITEX account(s) and any subaccount(s), if any. You agree to take all reasonable precautions to prevent unauthorized access to or use of this website and will notify us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of your ROGITEX account(s).

  1. Export Controls

The sale of the Products may be subject to applicable U.S. and Canadian export control laws and economic sanctions regulations. In purchasing the Products, you agree to comply strictly with all domestic and international export laws and economic sanctions regulations as they apply to the Products, and to the extent consistent with this Contract, to obtain any necessary license or other authorization to export, re-export or transfer the Products. Without limitation, you may not transfer the Products without U.S. government authorization to any entity on a U.S. government exclusion list (e.g., the Department of Commerce’s List of Denied Persons, Entity, or Unverified List, and the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List).

You represent that you are not on a Canadian or U.S. government exclusion list or under the control of or an agent for any entity on such a list, and you further warrant that you will immediately discontinue use of this website if you become placed on any such list or under the control of or an agent for any entity placed on such a list.

  1. Prices, Taxes

4.1. Increase in Prices. ROGITEX may increase its prices for Products, which new prices will apply to all new orders.

4.2 Taxes. Unless otherwise stated in an order form, you shall be responsible for and shall pay all Taxes (as defined below) imposed on or with respect to the purchase of Products whether such Taxes are imposed directly upon you or upon us. “Taxes” mean all applicable federal, provincial, state and local taxes. For purposes of this Section 4.2, Taxes do not include any Taxes that are imposed on or measured by our net income, property tax, or payroll taxes. If you are exempt from any such Taxes for any reason, we will exempt you from such Taxes on a going-forward basis once you deliver a duly executed and dated valid exemption certificate to our tax department and our tax department has approved such exemption certificate, in its sole and absolute discretion. Such exemptions should be sent directly to us at [email protected]. If you are exempt from value added taxes, goods and services taxes, harmonized sales taxes, provincial sales taxes, state sales taxes or similar taxes, then it is your responsibility to provide your appropriate registration number to us. If for any reason a taxing jurisdiction determines that you are not exempt from any such exempted Taxes and then assesses us such Taxes, you agree to promptly pay to us such Taxes, plus any applicable interest or penalties assessed.

  1. Ownership and Confidentiality

5.1 General. As between you and ROGITEX, we exclusively own and reserve all right, title and interest in and to our Confidential Information (as defined below).

5.2 Confidentiality. Confidential Information means any information or data, regardless of whether it is in tangible form, of ROGITEX that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of you; (b) was properly known to you, without restriction, prior to disclosure by ROGITEX; (c) was properly disclosed to you, without restriction, by another person without violation of the rights of Rogitex; or (d) is independently developed by you party without use of or reference to the Confidential Information of ROGITEX.

You agree that you will use the Confidential Information of ROGITEX solely in accordance with these Terms and you will not disclose such Confidential Information to any third party without the prior written consent of ROGITEX, except as otherwise permitted hereunder. You agree to exercise due care in protecting Confidential Information of Rogitex from unauthorized use and disclosure. You may disclose the Confidential Information of Rogitex, in whole or in part to your employees, representatives, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section 5.2. You may disclose the Confidential Information of ROGITEX as required by applicable Law provided that, prior to any such compelled disclosure, you will, if permissible: (a) promptly notify ROGITEX in writing to allow ROGITEX a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with ROGITEX in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, you will be entitled to disclose the Confidential Information of ROGITEX, but only as and to the extent necessary to legally comply with such compelled disclosure.

5.3 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 5 and that, in the event of an actual or threatened breach of the provisions of this Section 5, ROGITEX will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section 5.

  1. Representations and Warranties; Warranty Disclaimer

6.1 WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY. YOU ACKNOWLEDGE THAT ROGITEX DOES NOT MAKE, GIVE OR EXTEND, AND YOU DISCLAIM AND RENOUNCE TO, ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE ACCURACY, COMPLETENESS OR OTHERWISE OF THE INFORMATION CONTAINED HEREIN AND THE PRODUCTS SOLD BY ROGITEX, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, ARISING IN LAW, EQUITY, CONTRACT OR TORT. IN NO EVENT WILL ROGITEX BE HELD LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, SALES OR BUSINESS, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF ROGITEX HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. AND YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO SUCH DAMAGES.

IN NO EVENT WILL ROGITEX HAVE ANY LIABILITY IN THE EVENT THAT THE PRODUCT IS NOT USED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN WITH THE PRODUCT OR IN THE EVENT THAT IT IS MODIFIED IN ANY WAY.

IN NO EVENT WILL THE LIABILITY OF ROGITEX EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCTS.

YOU HEREBY WAIVE ANY RIGHTS TO A JURY TRIAL.

  1. General

7.1 Compliance with Laws. Both you and ROGITEX will comply with the applicable Law relating to each of our respective activities pursuant to these Terms.

7.2 No Waiver. Our failure to enforce at any time any provision of these Terms does not waive our right to do so later. And, if we do expressly waive any provision of these Terms, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by you and us to be legally binding.

7.3 Unenforceability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.

7.4 Notices. Any notice required or permitted to be given under these Terms will be given in writing to the receiving party by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt.

7.5 Entire Agreement. Except as provided in these Terms and any attachments to these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written. No oral or written information or advice given by ROGITEX, its agents or employees will create a warranty or in any way increase the scope of the warranties in these Terms. Any purchase order document or similar document provided by you shall be construed solely as evidence of your internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to these Terms between you and ROGITEX and be non-binding against ROGITEX unless signed by ROGITEX after the date you accept these Terms.

7.6 Force Majeure. No failure, delay or default in performance of any obligation of a party shall constitute an event of default or breach of these Terms to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; earthquake and other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

7.7 Governing Law and Venue. These Terms will be governed by and interpreted according to the laws of the Province of Quebec without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Except as provided in Section 8 (Agreement to Arbitrate), any legal suit, action or proceeding arising out of or related to these Terms or this website shall be instituted in the courts of the Province of Quebec, which shall have exclusive jurisdiction with respect thereto, and we each consent to the personal jurisdiction of these courts.

  1. Agreement to Arbitrate

8.1 We Both Agree to Arbitrate. If a dispute cannot be resolved amicably, you and ROGITEX agree to resolve any dispute relating to these Terms or in relation to this website by binding arbitration in Quebec, Canada, or in another location that we have both agree to.

8.2 Exceptions to Agreement to Arbitrate. You and ROGITEX agree that the arbitration provisions shall not apply and the courts of the province of Quebec shall have exclusive jurisdiction to court to resolve disputes relating to the intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents) of ROGITEX.

Notwithstanding the foregoing, either of us may apply to a court of another jurisdiction in the event of an application for injunctive proceeding.

In addition, if either of us brings a claim in court that should be arbitrated or either of us refuses to arbitrate a claim that should be arbitrated, the other of us may ask a court to oblige the other of us to proceed to arbitration to resolve the claim (i.e., compel arbitration). Either of us may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

8.3 Details of Arbitration Procedure. Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the Canadian Arbitration Association (“CAA”), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with CAA. You can look at CAA’s rules and procedures on their website  https://canadianarbitrationassociation.ca. The arbitration will be governed by the then-current version of CAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent any thing described in this Section 8 conflicts with the Rules, the language of this Section 8 applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 8 does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator’s award will be based on the evidence admitted and the substantive law of the Province of Quebec and Canada, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify these Terms. The arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.

8.4 Class Action Waiver. Both you and ROGITEX agree that any claims or controversies between us must be brought against each other on an individual basis only. That means that neither you on one hand, nor ROGITEX on the other hand, may bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator may not combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). The arbitrator’s decision or award in one person’s or entity’s case shall only impact the person or entity that brought the claim, not other ROGITEX customers, and may not be used to decide other disputes with other customers. If a court decides that this Section 8.4 (Class Action Waiver) is not enforceable or valid, then the entire Section 8 (Agreement to Arbitrate) will be null and void, but the rest of the Terms shall still apply.

Rogitex

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