TERMS AND CONDITIONS FOR THE USE OF THE PLATFORM AND SERVICES

Last Updated: February 2022

WE THANK YOU FOR BEING PART OF REX (RESTOGREEN EXCHANGE), OWNED BY RESTOGREEN INC. THIS DOCUMENT SETS OUT THE CONTRACTUAL TERMS AND CONDITIONS OF YOUR USE OF OUR SERVICES AND CONSTITUTES A LEGAL AGREEMENT.  THE AGREEMENT IS  BETWEEN REX, YOU (REPRESENTING YOUR COMPANY) AND ALL OTHER USERS OF REX AS A USER OF YOU UNDERSTAND AND AGREE TO THE BELOW TERMS AND CONDITIONS. 

REX  IS NOT RESPONSIBLE FOR ANY AGREEMENT BETWEEN USERS OF THE PLATFORM EITHER AS AN OWNER OF INVENTORY/EQUIPMENT AND/OR AS PURCHASER OF AVAILABLE INVENTORY/EQUIPMENT

CONDITIONS

By browsing the REX platform, subscribing to an account, subscribing to the newsletter as well as using any of its features, indicates that you have read, understand, and agree to be bound by these Terms & Conditions and privacy policy. 

We may make changes, deletions or additions to these Terms & Conditions at any time without notice effective upon posting to the website.  Your continued use of the website will be considered your acceptance to the revised Terms & Conditions.

Your access to the inventory/equipment  and the sale of any items through our services are at your own risk. We disclaim all warranties, expressed or implied, and limit our liability in these Terms & Conditions..

Our mission is to offer and facilitate relationships and transactions between members by offering a networking platform and/or Marketplace where surplus inventory/equipment is Sold or rented. REX. will make every effort to ensure your satisfaction and the protection of your corporate information. The use of REX and associated services are governed by these terms of use and privacy policy. 

Please read the following provisions carefully and cease all use and consultation of the platform in the event of your disagreement with one or more of the said provisions contained herein. 

This version of the terms of use and privacy policy is the most current version. This version of the terms of use and privacy policy is the only one in effect and replaces any previous versions.

 

1- DEFINITIONS AND IDENTIFICATION OF THE PARTIES 

For the purposes of these Terms of Use and Privacy Policy, unless otherwise specified, the following definitions apply: 

“Terms of Use” – Refers to these Terms of Use and Privacy Policy; 

“User Account” – Refers to the corporate user account of each subscriber referred to in Clause 3 below; 

“Corporate Files” – Any information, document or computer file of any corporate and/or personal nature created, uploaded and stored by you on your User Account on the Platform including any  stored by a third party with your authorization on your User Account on the Platform; 

“Member”- Refers to companies that have used, subscribed to and/or paid for a user account. 

“We”, “us”,”our”, ”the Corporation” and any similar designations – Refers to REX in its capacity as the designer and owner of the platform, as defined below, and including its employees, directors, officers, agents, and their respective successors.

“Platform”, – Refers to the REX platform to which you use and/or subscribe and all pages, in its current version as well as any previous version, including but not limited to any software-related computer content, tracking information, metadata, and also including the entire computer structure related to the storage, access and management of Personal Information. 

“Service Provider” – Refers to the party who provide a service; 

“Service”- Refers to all the obligations that a service provider undertakes as well as

the use of the online platform that connects inventory/equipment  owners with inventory/equipment  buyers as well as related services and features such as collection agent services, transportation or any other services offered under the platform’s membership packages. 

“inventory/equipment ” – Refers to any materials, chemicals, equipment, apparatus or any other items or assets made available to be Sold or rent on the platform. 

“Transaction” -Refers to any sale or donations service agreement between the users of the platform. 

“User” ;refers to your company as well as employees, officers, administrators, representatives or any other person having access to your account and using, consulting or browsing on the platform. 

“You”,”your” and any similar designation -Refers to your company as well as employees, officers, directors, representatives or any other persons having access to your account and using, consulting or browsing on the platform.

2 – USE OF THE PLATFORM AND CONDITIONS OF USE 

CONSULTATION, CREATION OF A USER ACCOUNT, TRANSMISSION OF YOUR CREDIT CARD INFORMATION AND USE OF THE PLATFORM OR ANY OF ITS FEATURES IN ANY WAY WHATSOEVER CONFIRMS YOUR ACCEPTANCE OF THESE TERMS OF USE. IN THE EVENT OF DISAGREEMENT WITH ONE OR MORE OF THESE PROVISIONS, YOU MUST STOP USING AND CONSULTING THE PLATFORM IN ANY WAY. 

These Terms of Use, including the prices of the Services, are subject to change without notice. It is your responsibility to regularly consult the platform, where any changes to these Terms of Use will be posted and accessible. 

If you have any problems using the platform, please contact us by email at [email protected] 

In case of any billing issues please contact us by email at [email protected]

3 – USER ACCOUNT 

Upon payment of the Price in effect at the time of your membership (when applicable), as defined in clause 6 below, you will be invited to create a User Account on the platform by following the instructions provided to you. 

Your User Account will be protected by a password that only you can define. You can change your password at any time by following the instructions displayed on the platform. A secure password recovery service is also available in case it is forgotten. 

Your User Account is exclusive to you. Under no circumstances should you disclose your password to a third party or allow a third party in any way to access control of your User Account or otherwise use the services of the Platform that have been granted to you exclusively as a result of your membership.

4 – SERVICES OFFERED 

Following the creation of a User Account, we grant you a non-exclusive license to use the following services available on the platform:- Access to an account giving access to the REX platform 

– Access and use of all file and form templates available on the platform;- Creation, storage, access, update, modification and deletion of your ads on the platform;- Storage of your Corporate Files;- Distribution of your ads, within our community and viewing ads from other member companies in our community;- A collection agent service during transactions;- Any other services we consider useful for you. Some of these services may be made available to you for an additional fee (see list of fees).

5 – PROHIBITIONS 

You may not use the services of the platform that have been exclusively granted to you other than for permitted purposes and to distribute or use them for commercial purposes, for your business within your REX community. 

You are prohibited, directly or indirectly, from distributing to third parties the files and forms made available to you in exchange for your subscription. 

You are prohibited from modifying or removing any reference to the Platform or any reference to intellectual property rights, including copyrights and trademarks, owned by REX. or any partner or person related to REX. appearing on any REX document, including any file template or form. 

You are prohibited from using the services offered by the platform to store or distribute any of the following information or material: 

(i) unlawful, comminatory, abusive, defamatory, criminal, which contains, posts or transmits any material or information of any kind that promotes discrimination, harassment or incitement to hatred or violence against a person or group of persons, as well as any content that constitutes or encourages conduct that would constitute a criminal offence or a violation of any local, state, provincial, national or international law or regulation;

(ii) any statement that could directly or indirectly damage or harm the activities, businesses, credibility or reputation of REX , its business partners and related persons, its employees, directors, officers, agents, and their respective successors and assigns; 

(iii) statements or references constituting an infringement of intellectual property rights held by third parties, in particular with regard to trademarks and all copyrights in textual, photographic, audiovisual or other works; 

(iv) any form of malicious software. 

(v) any material deemed inappropriate by REX 

(vi) any mass solicitation of platform members 

We reserve the right to initiate any relevant judicial or administrative proceedings, as well as to contact the police authorities in the case of criminal material, in the event of any violation of the provisions of the preceding paragraph. 

In the event of a breach of any prohibition set out in this clause 5, we reserve the right, without prejudice to any legal or administrative action, to cancel or suspend your subscription without refund of the membership fees charged.

6 – PRICES, INVOICING AND RENEWAL 

Prices 

As of the date of these Terms of Use, the Price for which the services offered as defined in clause 4 are granted to you are for the amount stated at the time of your subscription, plus any applicable taxes. 

Any prices determined and posted by us are subject to change at the discretion of REX but will only become effective upon renewal to the extent that you have already paid your membership fees for the current year. 

THE SUBSCRIPTION PERIOD DURING WHICH THE SERVICES OFFERED DEFINED IN CLAUSE 4 ARE GRANTED TO YOU ARE BASED ON THE TERMS AND PACKAGE YOU SELECTED AND PAID FOR AT THE TIME OF YOUR SUBSCRIPTION. YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED UNLESS YOU HAVE SUSPENDED OR CANCELLED YOUR MEMBERSHIP FROM YOUR REX  ACCOUNT. IT IS YOUR SOLE AND ENTIRE RESPONSIBILITY TO CANCEL YOUR SUBSCRIPTION DURING YOUR SUBSCRIPTION PERIOD. WE DO NOT ACCEPT ANY NOTICE OF WITHDRAWAL IN WRITING, BY EMAIL, TELEPHONE OR OTHERWISE FOR SECURITY REASONS AND TO AVOID TRANSMISSION ERRORS OF SUCH NOTICE. 

By choosing to join the platform, you agree that we will charge your credit card for membership fees (if applicable) and service fees (according to our current pricing schedule) and you agree to provide us with the credit card information (or any changes) necessary for us to process the withdrawals. The subscription packages will be automatically renewed each year at the then current rate until the customer himself terminates the contract on his account.

We reserve the right to make any corrections to any computer, typographical or price display error and you acknowledge that you do not hold us contractually liable for any such computer, typographical or price display error beyond the simple refund of the amount paid on the basis of such error. 

Subject to a refund in the event of a computer, typographical or pricing error on our part as well as any material billing errors, all transactions relating to the services offered on the platform are final and non-refundable.

7 – CANCELLATION OF SUBSCRIPTION 

In the event of a breach of any of the prohibitions contained in clause 5, we reserve the right to cancel your subscription without refund, delay or notice. 

In the event of subscription cancellation, your access to your User Account will be permanently blocked and you will need to contact us to retrieve your files, subject to all applicable laws, regulations and court orders. 

8 – DECLARATIONS AS TO CONTENT AND EXTERNAL REFERENCES

You expressly agree that any content posted on the platform, including contractual agreements, forms or other documents, is provided to you without any warranty of any kind, either implied or expressed, including but not limited to, accuracy, truthfulness, reliability, completeness, suitability, quality, authenticity, security, validity, computer compatibility, ability to meet your needs and expectations, and the absence of typographical or other errors of form. 

Unless otherwise specified, a reference by hyperlink, icon, banner ad or otherwise on the platform to an external site does not constitute an endorsement, recommendation or approval of the content of such external site or the products and services that may be offered on it. 

Unless otherwise specified, we do not approve, recommend or endorse content made available by users on the platform, such content is the sole and exclusive responsibility of its authors.

9 – DOMAIN NAME AND INTELLECTUAL PROPERTY 

The domain name; https://restogreen.com/en/marketplace; the logos and trademarks, whether registered or not, as well as any original content created by us and/or you and displayed on the platform and any electronic data displayed or uploaded or downloaded or broadcast on the https://restogreen.com/en/marketplace platform by you, are the exclusive property of Restogreen and nothing contained in the platform may be construed as granting any license or right of use with respect thereto without expressed written authorization. 

Unless otherwise specified, nothing contained on the Platform shall be construed as conferring a license to use or exploit any intellectual property displayed on the Platform that belongs to a user who has granted access to it, including trademarks and any copyright in textual, photographic, audiovisual or other works. 

10 – EXCLUSION OF LIABILITY 

You expressly agree that access to and use of the platform and associated services are provided to you without any warranty, implicit or expressed, as to its accessibility or proper computer operation or against viruses or computer attacks that may be perpetrated against it, including those that may cause damage to User Accounts or intercept information.

You release us from any form of liability and hold us harmless from and against any damages, including but not limited to contractual, extracontractual, moral, economic, statutory, exemplary or punitive damages that may result directly or indirectly from the use of the platform or the sharing and use of your resources by third parties or inconnection with these Terms of Use. 

The Company may from time to time make available to you sample agreements. If you choose to use the templates provided free of charge by the Company, we recommend that you have them verified by your legal advisors. At no time can the company be held responsible for the use of the agreement templates made available to you. 

You acknowledge and accept as valid and admissible inevidence any electronic communication addressed to you by us or from you to our destination, in accordance with the Act respecting the legal framework for information technology (R. S. Q. , chapter C-1. 1).

11 – PROTECTION OF CORPORATE FILES 

Our company is on the lookout for security issues in the field of information technology. Among other things, we use the following tools and procedures to protect your data as best we can: 

– Secure communications: TLS 1. 2 (SSL) and recent public key infrastructure algorithms recognized as secure. 

– Secure Electronic Transaction (SET) secure transaction protocol 

– Data access permissions management implemented according to the best practices in the industry. 

– Incremental data backup strategy 

– Management of public key infrastructures and digital certificates. 

– Passive and active intrusion threat detection systems working at different layers of the OSI model – Guidelines and compatibility with the Web Trust model. 

REX and/or Restogreen and all its employees, agents, subcontractors, business partners and affiliates directly or indirectly of REX and/or Restogreen. who may have access to your Corporate Files are required to maintain high standards of protection with respect to them but may communicate such Corporate Files or information directly or indirectly from time to time. 

We may collect information about you through: 

– Your membership form, 

– Opinion polls, 

– Competitions, 

– Cookies or log files 

– Any use of the platform. 

The information we collect is generally of the following nature: 

– IP address, 

– Operating system, 

– Pages visited on the Website, 

– Nature of the requests made on the Website, 

– Corporate files, 

– Date and time of connection.

We use the information collected for the following purposes: 

– Follow-up of your orders, 

– Information and promotional offers for you, 

– Statistics, 

– Contact, 

– Management and internal presentation of the platform, 

– Improved service and personalized welcome. 

– Any other uses that we may determine at any time and place without notice. 

All your corporate information and Corporate Files are hosted in confidential and secure databases based in North America. 

Subject to these Terms of Use and applicable laws, regulations and court orders, we will not disclose any personal or corporate information that identifies you to third parties without your permission.

12- INSURANCE 

REX and/or Restogreen shall in no event be liable for any damage, breakage or theft of property, resources and equipment purchased by users through the platform. You are solely responsible for maintaining in force, (for all inventory/equipment  agreements between you and another company), with a reputable insurance company, an insurance policy covering damage to your property and personnel, as well as a policy covering professional liability, in order to cover the financial consequences of physical, material and immaterial damage for which you may be liable, caused by any event and which would be caused by potential employees and/or partner companies during the execution of a resource sharing of any nature whatsoever. 

13- REFERENCING 

If a referencing program is in effect at the time of your subscription to the platform the following conditions apply: 

-The amount of the commission is that in force at the time of the accession of the referred company, 

-Commissions are payable within 90 days of enrollment and receipt of the company’s subscription fees referred by you, 

-No commission is payable when cancelling a membership, 

-No commission is payable on a membership renewal, 

-You must be a member in good standing of the platform, 

-Your membership fees must be paid.

14- TRANSACTION 

Your use of the user license and the services offered, as well as your contacts, interactions or relationships with other users and third parties, resulting from your use of the services, are entirely at your own risk. Users are independent of REX. and are not agents, representatives or employees of REX we are not responsible for the acts, errors, omissions, representations, warranties, guarantees, violations or negligence of any user or its employees, independent contractors, representatives, agents, agents, agents, operators, drivers, carriers or other suppliers for personal injury, death, property damage, loss, theft or other damages or expenses resulting therefrom. 

A user can conclude a transaction by contacting another user via the platform and entering into an agreement with that user. All transactions are concluded only between users. These terms and conditions apply to any transaction made through the Service, the description of the transaction contained in the Application and these Terms and Conditions constitute a complete agreement between the parties with respect to that transaction. Users can create and use their own transaction conditions as they wish. All obligations under a transaction (including all payment obligations) are obligations strictly between the users concerned and are not entered into by us and do not legally bind REX or Restogreen. It is your responsibility to review the terms of the transaction in advance to determine if it is appropriate for your needs. Each transaction is at your own risk. You acknowledge and agree that a user may ask you to sign one or more separate agreements, waiversor conditions prior to a transaction and/or may impose additional restrictions when you reserve resources. 

When you use the service to complete a transaction, the service will present you with a page confirming the details of the transaction. By clicking on the Make a Payment; (or any other means of acceptance offered by the Service), you accept the terms of this transaction and the transaction confirmation becomes part of these terms and conditions. 

REX does not qualify or verify users in any way and does not educate users on the safe handling and operation of resources or the security risks inherent in the use of resources. It is the responsibility of each user to engage only in activities involving the use of resources for which they have the necessary skills, qualifications, preparation and training. Compliance with all legal, regulatory and security requirements relating to any transaction or use of a resource is the sole responsibility of the user and in no event REX 

These terms and conditions, or other separate waivers or agreements, do not replace the advice of a lawyer. You are advised to consult legal counsel to prepare, review and revise agreements as necessary to comply with federal, provincial and local laws and their specific circumstances, and to revise these agreements as necessary.

You agree to the fees and charges, terms and conditions of  the sale, payment and billing policies applicable to your use of the Service, as set out in our list of fees, a copy of which is provided here (Fee Schedule). REX and /or Restogreen reserves the right, at its sole discretion, to modify or amend the fees and charges, to add new services for additional fees and charges, at any time. All fees and charges related to your use of the service are non-refundable, unless expressly stated otherwise in the fee schedule. 

When applicable, in exchange for using the platform and service, REX will receive a service fee equal to a percentage of the total amount of the transaction in connection with any resource or service rented or purchased through the service (Service Fee), at the rate indicated on the fee list. REX  is required to charge the service fee tax. Service fees and applicable taxes may be deducted from the amounts paid by a member.

15- FEES AND PAYMENT 

REX may act as a collection agent in transactions between users and in such a case we will collect the payment of the purchase fee from each company at the time of the reservation request for an inventory/equipment  or upon confirmation of the reservation and we will pay this amount to the owner of the inventory/equipment  resource within 30 days of the date of the payment request made by the owner. 

Each owner of inventory/equipment  Sold or rented through the platform agrees that payment made by purchaser through the platform shall be considered as a payment made directly to him and the owner undertakes to make the inventory/equipment  available to the purchaser in the agreed manner, as if he had himself collected the amounts due under his advertisement. 

Each owner understands that REX  accepts payments from tenants as a limited payment collection agent and that REX  obligation to pay the owner is subject to and conditional upon receipt of corresponding amounts from tenants. REX. does not guarantee payment to vendors of amounts not due recovered by us from buyers. In consideration for using the marketplace, online platform and collection agent services, you agree, as the owner of inventory/equipment  Sold or rent through the platform, that REX receives transaction and management fees (see list of fees)

As a purchaser, you acknowledge and agree that, notwithstanding the fact that REX is not a party to the agreement entered into between you and the owner of the inventory/equipment , REX acts as the owner’s payment collection agent solely for the purpose of accepting your payments on behalf of the owner. You agree to pay REX any amount related to a confirmed reservation made through your account by one of the methods offered by the platform. 

As a member, you agree that REX may charge your credit card or other means of payment associated with your account for any rental charges based on the resource, timing and frequency associated with any reservation requested through your account. In order to establish a booking option pending confirmation from the relevant owner, you understand and agree that REX on behalf of such owner reserves the right, in its sole discretion, to (i) obtain prior authorization via your means of payment for your payment or (ii) debit your means of payment for a nominal amount, not exceeding one dollar($1) to verify its operation. 

If REX  is unable to collect any amount you owe for a confirmed purchase, we may take collection action to recover such amounts from you. You hereby expressly agree that any communication relating to the amounts due shall be made by e-mail or telephone, as agreed with us. Such communication may be made by us or by any person acting on our behalf, including in particular a third party mandated to collect sums of money.  Please note that REX cannot control the fees that may be charged to a purchaser by its bank or financial institution for the collection by us of rental fees, and we disclaim any liability in this regard. 

You also authorize REX directly or through third parties, to conduct any investigations we consider necessary to verify your identity or prevent fraud. This may include asking you to provide some form of government identification (driver’s licence, passport or other form of identification), your date of birth and other information requiring you to take steps to confirm ownership of your e-mail address, credit cards or other means of payment; or attempting to compare your information with databases

REX reserves the right to close, suspend or limit access to payment services in the event that we are unable to obtain or verify any of this information. You are required to provide REX with valid credit card information. You can change this information at any time by accessing the MY ACCOUNT section on the platform. It is your responsibility to update this information if it has changed. 

REX shall not be required to enter into any transaction for which payment is not accepted by our payment processing service provider due to insufficient funds on your credit card or for any other reason. If this happens, you will receive an error message from the service and the transaction will be refused. In addition, REX may suspend your account and contact you so that you can provide information about another valid credit card. All amounts referred to in this Agreement and in the Service are in Canadian dollars and should include all applicable taxes.

16- CANCELLATION AND REFUND OF A RENTAL 

If, as a member, you cancel the requested reservation before it is confirmed by the resource owner, REX will cancel any prior authorization relating to your credit card or other means of payment and/or refund all amounts charged to it in connection with said reservation less any fees we have paid to process your payment. 

If an owner of a published resource approves a reservation then this approval is final. As an owner, you cannot cancel a confirmed reservation. Despite your obligation to respect your approval if for any reason you do not follow up on your commitment, REX will refund the tenant in full and will invoice you for all fees we have paid to process the buyer’s payment and refund as well as our fees related to the cancelled transaction. In addition, you will be solely responsible for any and all damages that your failure to comply with your obligation may cause to the buyer. 

If REX decides for any reason that it is necessary or desirable to cancel a confirmed reservation made through the platform, you agree that REX and/or Restogreen. and the buyer or owner concerned are not responsible for any such cancellations or refunds

17- COSTS AND PAYMENT – SALES CONTRACT 

REX may act as a collection agent during transactions between users and in such a case we will collect the payment of the sales charges from each company that acquires a resource at the time of the transaction or upon confirmation of the sale and we will pay this amount to the owner of the resource sold or rent within 30 days of the date of the request for payment made by the owner. 

Each owner of inventory/equipment  sold or rented through the platform agrees that payment made by a buyer through the platform shall be considered as payment made directly to him and the owner undertakes to make the resource available to the buyer in the agreed manner, as if he had himself received the amounts due under his advertisement. 

Each owner understands that REX accepts payments from purchasers as a limited payment collection agent and that REX obligation to pay the owner is subject to and conditional upon receipt of the corresponding amounts from the purchasers. REX does not guarantee payment to owners of amounts not due recovered by us from the buyer. Inconsideration for using the marketplace, online platform and collection agent services, you, as the owner of a resource sold or rent through the platform, agree that REX  will collect transaction and management fees (see list of fees)

As a buyer, you acknowledge and agree that, notwithstanding the fact that REX is not a party to the contract entered into between you and the owner of the inventory/equipment sold or rented, REX  acts as the owner’s payment collection agent for the sole purpose of accepting your payments on behalf of the owner. You agree to pay REX  any amount related to the confirmed sale made through your account by one of the methods offered by the platform. 

As a buyer, you agree that REX may charge your credit card or other means of payment associated with your account for any sales charges or deposits depending on the resource Sold or rented. In order to establish a call option pending confirmation from the relevant owner, you understand and agree that REX on behalf of such owner reserves the right, in its sole discretion, to (i) obtain prior authorization via your means of payment for your payment or (ii) debit your means of payment for a nominal amount, not exceeding one dollar ($1) to verify its operation.

If REX is unable to collect any amount you owe on a confirmed transaction, we may take collection action to recover such amounts from you. You hereby expressly agree that any communication relating to the amounts due shall be made by e-mail or telephone, as agreed with us. Such communication may be made by us or by any person acting on our behalf, including in particular a third party mandated to collect sums of money. Please note that REX cannot control the fees that may be charged to a buyer by its bank or financial institution for the collection by us of transaction fees and proceeds of sale, and we assume no liability in this regard. 

You also authorize REX, directly or through third parties, to conduct any investigations we consider necessary to verify your identity or prevent fraud. This may include asking you to provide some form of government identification (driver’s licence, passport or other form of identification), your date of birth and other information requiring you to take steps to confirm ownership of your e-mail address, credit cards or other means of payment; or attempting to compare your information with third-party databases.

REX reserves the right to close, suspend or limit access to payment services in the event that we are unable to obtain or verify any of this information. You are required to provide REX Inc with valid credit card information. You can change this information at any time by accessing the MY ACCOUNT section on the platform. It is your responsibility to update this information if it has changed. 

REX shall not be required to enter into any transaction for which payment is not accepted by our payment processing service provider due to insufficient funds on your credit card or for any other reason. If this happens, you will receive an error message from the service and the transaction will be refused. In addition, REX may suspend your account and contact you so that you can provide information about another valid credit card. All amounts referred to in this Agreement and in the Service are in Canadian dollars and should include all applicable taxes.

18- CANCELLATION AND REFUND OF A SALE 

A sale confirmed by the parties is presumed to be a final sale. If, as a buyer, you cancel your purchase before it is confirmed by the inventory/equipment  owner, REX will cancel any prior authorization relating to your credit card or other means of payment and/or refund all amounts charged to it in connection with said reservation less any fees we have paid to process your payment. 

If an owner of a published resource approves a sale then this approval is final. As an owner, you cannot cancel a confirmed sale. Despite your obligation to comply with your approval if for any reason you do not follow up on your commitment, REX  will fully refund the buyer and invoice you for all fees we have paid to process the buyer’s payment and refund as well as our fees related to the cancelled transaction. In addition, you will be solely responsible for any damages that your failure to comply with your obligation may cause to the buyer. 

If REX decides for any reason that it is necessary or desirable to cancel a confirmed reservation made through the platform, you agree that REX and/or Restogreen  and the tenant or owner concerned are not responsible for any such cancellations or refunds.

19- COSTS AND PAYMENT – SERVICE CONTRACT 

REX may act as collection agent for services between users and in such a case we will collect payment of the service fees from each company receiving a service at the time of the request to book the service or upon confirmation of the reservation and pay this amount to the service provider within a reasonable time after the service begins. 

Each service provider retained through the platform agrees that payment made by a payee through the platform shall be considered as a payment made directly to it and the service provider undertakes to deliver and perform the payee’s service in the agreed manner, as if it had itself received the amounts due pursuant to its announcement. Each Provider understands that REX accepts payments from the Buyer as a limited payment collection agent and that REX obligation to pay the Provider is subject to and conditional upon receipt of the corresponding amounts from the Buyer. 

REX does not guarantee payment to claimants of amounts not due recovered by us from buyers. Inconsideration for using the online platform, you agree, as the provider of a service retained through the platform, that REX will receive transaction and management fees (see list of fees).

As a beneficiary, you acknowledge and agree that, notwithstanding the fact that REX is not a party to the contract entered into between you and the agreed service provider, REX acts as the service provider’s payment collection agent solely for the purpose of accepting your payments on behalf of the service provider. You agree to pay REX  any amount related to a service confirmed and performed through your account by one of the methods offered by the Service. 

As a beneficiary, you agree that REX may charge your credit card or other means of payment associated with your account for any fees associated with the agreed service, timing and frequency associated with any service requested through your account. In order to establish an option to book your services pending confirmation from the provider concerned, you understand and agree that REX on behalf of such provider, reserves the right, at its sole discretion, to (i) obtain prior authorization via your means of payment for your payment or (ii) debit your means of payment for a nominal amount, not exceeding one dollar ($1) to verify its operation.

If REX is unable to collect any amount you owe for the confirmed service, REX may take collection action to recover such amounts from you. You hereby expressly agree that any communication relating to the amounts due shall be made by e-mail or telephone, as agreed with us. Such communication may be made by us or by any person acting on our behalf, including in particular a third party mandated to collect sums of money. 

Please note that REX cannot control the fees that may be charged to a buyer by its bank or financial institution for the collection by REX of fees related to the service, and REX assumes no responsibility in this regard. 

You also authorize REX, directly or through third parties, to conduct any investigations we consider necessary to verify your identity or prevent fraud. This may include asking you to provide some form of government identification (driver’s licence, passport or other form of identification), your date of birth and other information requiring you to take steps to confirm ownership of your e-mail address, credit cards or other means of payment; or attempting to compare your information with third-party databases.

REX reserves the right to close, suspend or limit access to payment services in the event that we are unable to obtain or verify any of this information. You are required to provide REX with valid credit card information. You can change this information at any time by accessing the PROFILE section on the platform. It is your responsibility to update this information if it has changed. 

REX shall not be required to enter into any transaction for which payment is not accepted by our payment processing service provider due to insufficient funds on your credit card or for any other reason. In this case, you will receive an error message from the Service and the transaction will be refused. In addition, REX may suspend your account and contact you so that you can provide information about another valid credit card. All amounts referred to in this agreement are in Canadian dollars and should include all applicable taxes.

20- CANCELLATION AND REFUND OF A SERVICE 

If, as a buyer, you cancel the request to purchase inventory/equipment , at least two days before the start of your scheduled purchase or before it is confirmed by the service provider, REX  will cancel any prior authorization relating to your credit card or other means of payment and/or refund all amounts charged to it in connection with such reservation less any fees we have paid to process your payment. 

If a service provider cancels a confirmed service, REX and or Restogreen will refund the buyer the amounts related to the reservation in question. As a seller, you can only cancel a confirmed service if you make and notify such a cancellation at least three days before the start of your scheduled transaction date. REX will notify the recipient of your cancellation immediately following your notice of cancellation. If the buyer has made the payment at the time of your withdrawal, we will refund all amounts debited to the buyer in connection with the said reservation. In the event of a withdrawal by a seller, the latter is responsible for paying the fees we have paid in order to process the payment and reimbursement of the buyer. You therefore authorize REX to collect these bank processing fees or any other fees related to the cancellation of your service from the provider’s credit cards or bank account that we may hold in our records.

21 LEGAL DISPUTES 

PLEASE READ THIS SECTION CAREFULLY. IT CONCERNS YOUR RIGHTS AND WILL HAVE A SIGNIFICANT IMPACT ON THE WAY IN WHICH CLAIMS THE PARTIES HAVE AGAINST EACH OTHER WILL BE SETTLED 

General – This Agreement shall be governed by the laws of the Province of Quebec (Canada) and the laws of Canada applicable to contracts between residents of Quebec to be performed in Quebec and shall be interpreted in accordance with the jurisdiction of the courts of the District of Montreal and shall be interpreted in accordance with all such laws. The parties hereby irrevocably submit to the jurisdiction of the courts of the district of Montreal, in the province of Quebec. 

Dispute Resolution Process – REX is committed to resolving disputes between users in the best possible way. To this end, this document provides a two-part process for platform users: (1) informal negotiation with the REX customer service team. (2) a binding arbitration administered as provided for in the following paragraphs 

Arbitration – In consultation with the Company, you agree that any matter relating to any dispute, claim or controversy arising out of this Agreement; the breach, termination, application, interpretation or validity of thisAgreement; or the use of the Website, the resources on thePlatform (collectively) shall be determined by binding arbitration. You acknowledge and agree that you waive the right to participate, as plaintiff, in any alleged class action or class action.In addition, and unless otherwise agreed in writing between you and the Company, arbitrators may not consolidate claims from more than one person, and may not otherwise conduct any form of class action or class action. If this paragraph is deemed unenforceable, the entire ‘’Dispute Resolution”; section shall be deemed void. Except as provided in the previous sentence, the’’Dispute Resolution”; section shall survive the termination of this Agreement. 

Arbitration Rules – The arbitration shall be governed by articles 940 et seq. of the Code of Civil Procedure of Québec. 

Decision – The arbitrators shall render their award within the time limits provided for in the Code of Civil Procedure of Québec. The award will set out the main conclusions on which it is based. Any court having jurisdiction over the arbitral award may make a judgment in this regard. Any damages awarded by the arbitrators shall be in accordance with the provisions of the ;Limitation of Liability”; section below with respect to the types and amounts of damages for which a party may be held liable. 

Fees – The arbitrators shall designate the party responsible for paying the fees associated with the arbitration.

26 – DISCLAIMER OF LIABILITY 

REX  provides services that allow the purchasing, sale and rental of inventory/equipment . Except as otherwise provided herein, the Company does not itself provide inventories and is not liable for the acts or omissions of users of its services. The services are provided as is and without warranty, express or implied. To the extent permitted by applicable law, the Company expressly disclaims all warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranty arising from the transaction between the parties or from commercial usage. The Company does not warrant that the Services, including, without limitation, that advertisements, resources or services will meet your requirements or be available on an uninterrupted, secure or error-free basis. The Company makes no warranty regarding the quality of the advertisements, resources, services or content, or the accuracy, timeliness, veracity, completeness or reliability of any content obtained through the Services. No advice or information, whether oral or written, obtained from the Company, its service providers or through the Services or the Content, constitutes a warranty not expressly made herein.

27- LIMITATION OF LIABILITY AND WAIVER OF LIABILITY 

To the extent permitted by applicable law, you waive any right you may have to sue or make claims against REX and/or Restogreen and its subsidiaries, directors, officers, agents(including directors, officers, third party agents) or employees and any user of the Platform. For any damage or loss resulting from or in connection with your use of the Services, including, without limitation, inventory/equipment  that is unavailable when it should have been available, any failure or deficiency of inventory/equipment , any breach of warranty or other obligation by a manufacturer or other third party, any personal injury or property damage suffered by you or your employees and, any action or inaction by a party. Neither the Company nor any other party involved in the creation, production or provision of the Services shall be liable for any incidental, special, exemplary or consequential damages, including loss of profits, loss of data or customers, service interruption, computer damage or system failures, or the cost associated with substituting products or services, resulting from the use or inability to use the services, or from your advertisement or reservation of any resources through the services, whether based on warranty, contract, tort (including negligence), product liability, orany other legal theory. In no event shall the Company, its subsidiaries or insurers under its overall liability arising out of or relating to thisAgreement or your use of the Services exceed the greater of the following amounts: (i) the amounts you have paid or owe for resource reservations through the Services as a user during the twelve (12) month period preceding the event giving rise to the liability, or if you are a party offering a resource, the amount you earned during the twelve (12) month period preceding the event giving rise to the liability, or(ii) CND$100. The damage limits set out above are fundamental elements of the agreement between the company and you.

28- COMPENSATION 

To the extent permitted by law, you agree to release, defend and indemnify REX and/ or Restogreen and its subsidiaries, directors, officers, employees and agents against all claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to your access to or use of the Services or your breach of theseTerms, your user account, your interaction with any user, the reservation of a resource, the creation of an advertisement for a resource, or the use, or condition, including, but not limited to, injuries, losses or damages(damages, direct, incidental, consequential, or other) of any kind related to or arising from the reservation, sharing oruse of a resource. 

29- NO AGENCY 

REX does not identify you or any other user as its employees, agents or legal representatives, and does not form any type of legal partnership or joint venture. You are not authorized to make commitments on behalf of the Company and the Company will not make commitments on your behalf, except as provided in the Services or explicitly stated in the Agreement.

30- GENERAL 

This Agreement sets forth the entire agreement between you and REX regarding your access to and use of the Services, and supersedes any prior oral or written communication between us, You may not transfer your legal obligations or rights, in whole or in part, to any third party without the Corporation’s prior written consent. In allcases, you remain responsible for your obligations under the Agreement. If any provision of this Agreement is deemed unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect. A member of REX. the executive team must consent in writing to any amendment or waiver of any term of this Agreement. The Company’s failure to exercise any right under the Agreement does not constitute a waiver of any other right the Company may have. The titles are provided for reference purposes only and do not limit the scope or extent of the section. Except as otherwise provided in the Agreement, if any provision of these Terms and Conditions is held to be invalid, void or unenforceable, that provision shall be severed, but shall not affect the validity and enforceability of any remaining provisions. 

32 – FULL AGREEMENT 

You acknowledge that these Terms of Use constitute an agreement between you and REX and take absolute precedence over any previous version of these Terms of Use and Services and any written or oral representation with respect to REX or the Platform or associated services. 

TO CONTACT US: 

If you have any concerns, questions or complaints about this agreement, please contact REX at [email protected]