Terms of Use

FreshTransition Inc. (“us”, “FreshTransition”) provides its services (the “Services”) to you (“you”, “your”) subject to the following terms, conditions and notices (the “Terms”), which may be updated by us from time to time without notice to you. You can review the most current version of the Terms at any time at: www.FreshTransition.com/terms/. Your use of the Services constitutes your agreement to all such Terms, as amended.

THESE TERMS AND CONDITIONS ARE LEGALLY BINDING. PLEASE READ THEM CAREFULLY.

LICENSE
Subject to the Terms, FreshTransition grants you a limited, non-exclusive, non-assignable, revocable license to use the FreshTransition software (the “Software”) in object code form and website solely in connection with the Services. Unless otherwise specified, the Services are for your personal and non-commercial use. You may not modify, copy, distribute, display, perform, reproduce, publish, license, create derivative works from, transfer, retransmit, or sell any information, software, products or services obtained from the website.

REGISTRATION
During registration for a FreshTransition account, you will select a password and I.D. and receive an account designation. You are solely responsible for maintaining the confidentiality of your account including your password, and are fully responsible for all activities that occur under your account, including your password. You agree to (a) immediately notify FreshTransition of any unauthorized use of your password or account or any other breach of security, and (b) exit from your account at the end of each session. FreshTransition will not be liable for any loss or damage arising from your failure to comply with such obligations.

NO UNLAWFUL OR PROHIBITED USE
As a condition for your use of the Services, you agree that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. You may not use the Services in any manner which could damage, disable, overburden or impair the website, the networks connected to the website, or interfere with any other party’s use and enjoyment of the website. You may not attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the website by any means, including without limitation, hacking or password mining. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, including without limitation, through the use of any web scraper, spider or robot.

NO RIGHT TO REPRODUCE WEBSITE MATERIALS
You agree that you will not reproduce, duplicate, copy, amend, redistribute, or commercially exploit any materials found on the website, use of the Services, or access to the website, without FreshTransition’s express written permission, which permission may be withheld in FreshTransition’s sole discretion.

INTELLECTUAL PROPERTY
The foregoing license gives you limited license to use the Software. All right and title in and to the Software, all know-how, methodologies and improvements associated with any of the foregoing, associated promotional material, and all trade names, trademarks and service marks used by FreshTransition in connection with any of the foregoing are owned by FreshTransition. All rights not specifically granted in these Terms, including federal and international copyrights, are reserved by FreshTransition and its suppliers, as applicable,. The Software, Services and Tools are protected by copyright law and international treaty provisions and may not be copied or imitated in whole or in part. No logo, trademark, graphic or image from the Services may be copied or retransmitted without the express written permission of FreshTransition. You will not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, or otherwise use or copy the Software except as expressly allowed under this Agreement.

LINKS TO THIRD-PARTY WEBSITES
The website may contain links to the websites controlled or offered by third-parties (non-affiliates of FreshTransition). FreshTransition disclaims liability for any information, materials, products or services posted or offered at any of the third-party sites linked from the website. By creating a link to a third-party website, FreshTransition does not endorse or recommend any products or services offered or information contained at such linked website, nor is FreshTransition liable for any failure of any products or services offered or advertised at such linked website. You are responsible for viewing and abiding by the privacy statements and terms of use posted at such linked website. Any dealings with third-parties (including advertisers) included within the website or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and the advertiser or other third-party. FreshTransition shall not be responsible or liable for any part of any such dealings or promotions.

PRODUCTS AND TOOLS
For your convenience, FreshTransition may make available on the website products, tools and utilities for use and/or download (the “Tools“). FreshTransition does not make any assurances with regard to the accuracy of the results or output that derives from such use of any such Tools. The Tools are copyrighted works of FreshTransition and/or its suppliers, and are protected by copyright law and international treaty provisions. If a Tool is accompanied by an end-user license agreement, your use of that Tool is governed by the terms of such end-user license agreement, and you must agree to the terms and conditions of such end user license agreement to install such Tool. If a Tool is not accompanied by a license agreement, FreshTransition hereby grants to you a revocable, personal, non-transferable license to use such Tool in accordance with these Terms of Use and for no other purpose. Without limiting the foregoing, any reproduction, redistribution, reverse engineering or decompilation of the website or the Tools is expressly prohibited by law, unless such action is expressly permitted by the accompanying license agreement, and may result in severe civil and criminal penalties. You agree not to redistribute the Tools, nor to export or re-export the Tools, directly or indirectly, to any countries that are subject to export restrictions. You may not use the Tools to defame, abuse, harass, threaten or otherwise violate the legal rights of others. You may not use the Tools in association with the sale of any service or product which is discriminatory, obscene, defamatory, indecent or unlawful, or which in the reasonable opinion of FreshTransition, would reflect negatively upon the reputation of FreshTransition, the Services or the Tools.

MATERIALS PROVIDED TO FRESHTRANSITION
You understand that all materials, including without limitation, information, data, text, photographs, graphics, video, and email messages or other kinds of messages (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, not FreshTransition, are entirely responsible for all Content that you upload, post, email, transmit, or otherwise make available through the Services. FreshTransition does not control the Content posted via the website and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will FreshTransition be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Content posted, emailed, transmitted, or otherwise made available through the website. You may not use the Services to defame, abuse, harass, threaten or otherwise violate the legal rights of others. You may not use the Services to publish, distribute or disseminate any inappropriate, profane, discriminatory, obscene, defamatory, indecent or unlawful topic, message, material or information, or to advertise or offer to sell or buy any goods or services. FreshTransition has no obligation to monitor such Content, however, FreshTransition reserves the right to review materials posted to such services and to remove any materials that violates the Terms or is otherwise objectionable in its sole discretion. FreshTransition reserves the right to terminate your access to the Services at any time, without notice, for any reason whatsoever.

PRIVACY
Registration information and certain other information about you is subject to our privacy policy. For more information, see our full privacy policy at www.FreshTransition.com/privacy/. By using the service, you consent to the collection, use and disclosure of this information, only as permitted herein or by the policy, including the transfer of this information to the United States and/or other countries for storage, processing, and use by FreshTransition in order to provide the service to you. FreshTransition has the right, but not the obligation, to monitor content made available on or through the Services, to determine compliance with the Terms and any other operating rules that may be established by FreshTransition from time to time. FreshTransition may make available your Services usage information to the entity making payment for such use, if requested by such party, provided that, prior to any use by such party of Software reporting functionality, such party will inform you and obtain your consent for use of the Software reporting function and your personal information, as applicable.

LIMITATION OF LIABILITY
THE TOOLS, SERVICES AND ANY CONTENT OR SOFTWARE CONTAINED THEREIN OR ACCESSIBLE THEREFROM, ARE PROVIDED “AS IS”. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, FreshTransition MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND REGARDING: (A) THE UP-TO-DATENESS, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION CONTAINED WITHIN OR AVAILABLE THROUGH THE USE OF THE TOOLS OR SERVICES; (B) THE RESULTS OBTAINED FROM THE USE OF THE TOOLS OR SERVICES; AND (C) ANY INFORMATION PROVIDED BY THIRD-PARTIES AND ACCESSIBLE ON OR THROUGH THE USE OF THE TOOLS OR SERVICES. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, FRESHTRANSITION: (A) DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES AS TO NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (B) DOES NOT WARRANT THAT THE TOOLS OR SERVICES OR ANY CONTENT THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. THE USE OF THE TOOLS AND SERVICES IS AT YOUR OWN RISK, AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS YOU MAY SUFFER AS A RESULT OF USING, OR ACCESSING THE TOOLS OR SERVICES, OR DOWNLOADING ANY CONTENT THEREON. EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED: (A) FRESHTRANSITION IS NOT LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF INFORMATION PUBLISHED ON OR FURNISHED THROUGH THE TOOLS OR SERVICES, OR ANY ERRORS OR OMISSIONS OF THE TOOLS OR SERVICES; AND (B) UNDER NO CIRCUMSTANCES SHALL FRESHTRANSITION OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, VENDORS, SUPPLIERS OR DISTRIBUTORS BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES OR ANY OTHER SIMILAR DAMAGES UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), THAT ARE DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO THE USE OF, OR THE INABILITY TO USE, THE TOOLS, SERVICES, OR ANY CONTENT CONTAINED THEREON, EVEN IF FRESHTRANSITION HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. IF YOU ARE DISSATISFIED WITH ANY TOOLS, OR ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE TOOLS AND SERVICES.

INDEMNITY

You agree to indemnify and hold FreshTransition, its parent, subsidiaries, affiliates, directors, officers and employees, harmless from any claim, demand, or damage, including reasonable attorney fees, asserted by any third-party or arising out of your use of, or conduct on, the website.

SOFTWARE MAINTENANCE AND SUPPORT
FreshTransition will provide you with: (i) notification of any substantial new functions, new releases or versions, other substantial changes; (ii) correction of defects, minor functional improvements, bug fixes, patches or workarounds in order to cause the Software to operate as intended; (iii) email assistance at support@freshtransition.com during FreshTransition’s standard hours of service with respect to the Software, including a) clarification of functions and features of the Software, b) guidance in the operation of the Software and c) error verification, analysis and correction. FreshTransition’s standard hours of service are Monday through Friday, 9:00 a.m. to 5:00 p.m., Eastern Standard Time, except for statutory holidays as observed by FreshTransition. Your support request should state the problem or question with as much particularity as possible.

TERM AND TERMINATION
This Agreement commences on the date you accept it and continues until the subscription granted in accordance with this Agreement has expired or been terminated. Should you elect to continue to use the Services under a subscription previously paid for by a third party, you may need to purchase a subscription before the end of that period, otherwise this Agreement may terminate at the end of the initial subscription. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. After expiration or termination of your subscription, we will have no obligation to maintain or provide any of your Content and shall, thereafter, unless legally prohibited, delete all of your Content in our systems or otherwise in our possession or under our control.

EXPORT CONTROL
This license is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use.

GENERAL
These Terms and conditions and all matters arising out of the use of the Services or this site shall be governed by, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and you hereby consent to the exclusive jurisdiction of courts in Ontario over all such matters. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms. Certain sections or pages of the website may contain separate terms or conditions. In the event of a conflict, the additional terms and conditions will govern for those sections or pages. You agree that your use of the Services will not create any joint venture, partnership, employment or agency relationship between you and FreshTransition. In the event that any part of these Terms is not legally enforceable, the remaining terms and conditions shall not be affected and shall remain valid and enforceable.

You understand that by continuing to the website, clicking on “I agree” or a similar entry field your agreement or consent will be legally binding and enforceable as the legal equivalent of a handwritten signature.

 

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