Terms & Conditions
THESE TERMS AND CONDITIONS (THE “TERMS”) GOVERN USE OF THE KERRII.COM AND KERRII-HOME.COM SERVICES (THE “WEBSITES”). BY SIGNING UP FOR A SUBSCRIPTION PLAN TO THE WEBSITES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS WHICH GOVERN THIS AGREEMENT AND THESE TERMS WILL APPLY FROM THE TIME OF FIRST ACCESS TO THE WEBSITES. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR SIMILAR LEGAL ENTITY, YOU HEREBY REPRESENT THAT YOU HAVE THE LAWFUL AUTHORITY TO LEGALLY BIND SUCH AN ENTITY TO THESE TERMS, IN WHICH CASE REFERENCES TO “YOU” OR “YOUR” SHALL REFER TO SAID ENTITY. IF YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF A CORPORATION OR SIMILAR LEGAL ENTITY, OR IF IN ANY CASE YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ENTER INTO A SUBSCRIPTION PLAN FOR THE WEBSITES AND CANNOT USE THE WEBSITES.
HartSolutions, reserves the right to amend these Terms at any time, effective upon the posting of such modified Terms on the Websites. HartSolutions, will make every effort to communicate these changes to you through notification on the Websites and through an in-app notification. It will be your obligation to ensure that you have read and understood the most recent Terms applicable to the Websites. These Terms were last updated and are effective as of March 31, 2021. They replace any prior Terms or agreements between you and HartSolutions. When these Terms are amended, the “last updated” date noted above will be updated to reflect the effective date of the most recent version of these Terms.
refers to these Terms and Conditions and includes any notices, policies, guidelines, or other conditions posted on the Websites.
refers to any monthly, fixed term, or annual fee (excluding any taxes and duties) and any applicable one-time fees payable by you in accordance with the fee schedule set out on the Websites and as agreed to in your Order Form for the Websites.
refers to any entity that directly or indirectly controls, is controlled by, or is under common control with you (for example, one of your employees).
refers to your nominated contact entity and address for billing purposes.
refers to any information which the disclosing party identifies as confidential or which ought to reasonably be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data and information about the disclosing party’s business plans, technical data, and the terms of your Order, but excluding information which is, or becomes, publicly available, or that is already known by, or rightfully received by, another party other than as a result of a breach of an obligation of confidentiality.
refers to any photos, images, videos, graphics, written content, audio files, code, information, or data inputted or uploaded by you (including through an Invited User, and where you have subscribed to the Websites) into the Websites and made available to You or others as a direct result of your use of the Websites.
“Intellectual Property Right”
refers to any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, and any other intellectual or industrial property rights, anywhere in the world, whether or not formally registered according to law.
refers to an individual authorized by you to use the Websites for your benefit in accordance with these Terms, including your employees, representatives, contractors, and agents and the employees, representatives, contractors, and agents of your Affiliates (if any).
refers to all liabilities, expenses, losses, damages, and costs (including legal costs) and expenses, however arising.
refers to the subscription checkout page where the Subscription Term and Renewal Period are selected, (and as can be subsequently varied from time to time by agreement between you and HartSolutions), and by which you agree.
refers to the date (monthly, fixed-term, or annual) upon which your subscription shall renew.
refers to the period for which you agree to subscribe to the Websites and for which you agree to prepay the Access Fee (either on a monthly, fixed, or annual term) as specified in your Order Form.
refers to the online Kerrii Herbal Dispensary Management System as operated by HartSolutions that you have subscribed to on an Order Form through the Websites, (and as may be varied from time to time by HartSolutions, in accordance with Clause 2.2 below).
“Subscriber,” “you,” and “your”
refers to the person, corporation, or similar legal entity identified in the Order Form as the Subscriber; can also be referred to as the “Account Owner.”
refers to the period of time (monthly, annual, or fixed-term) for which you agree to subscribe to the Services through the Websites, and for which you agree to prepay the Access Fee as specified in your Order Form, together with each subsequent Renewal Period, (unless otherwise terminated earlier in accordance with these Terms).
refers to specific 3-month or 6-month plans that do not automatically renew upon expiration.
refers to the entity specified in Clause 10.8.
refers to those limitations as specified on your Order Form and includes any limitations that HartSolutions imposes in relation to future Services.
refers to the websites hosted at domain names Kerrii.com and Kerrii-Home.com which are operated by HartSolutions.
refers to an organization that you have authorized as an Invited User to your Services, or one that has been added under your authority as a result of your use of the Services.
Any reference to “includes” or “including” is on a without-limitation basis.
2. END USER LICENSE AGREEMENT (USE OF WEBSITES)
2.1 Right to access and use the Services:
HartSolutions, grants you the right to access and use the Services, (including to authorize Invited Users to access and use the Services), through the Websites in accordance with your Subscription Term, as specified in your Order Form, (and subject to any Usage Limitations). This right is non-exclusive, limited by and subject to, these Terms. You acknowledge and agree that, subject to any applicable laws:
a. the Subscriber determines who is an Invited User and what level of access each Invited User has to the Services, Websites, and Subscriber Data;
b. the Subscriber is responsible for all Invited Users’ use of the Services and the Websites (whether authorized by the Subscriber or not);
c. the Subscriber controls each Invited User’s level of access to the Services, the Websites, and the Subscriber Data at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity shall either cease to be an Invited User, or shall have said applicable level of access, as the case may be; and,
d. if there is any dispute between a Subscriber and an Invited User regarding access to any of the Services, Websites, or Subscriber Data, the Subscriber shall determine what access or level of access to the relevant Services, Websites, or Subscriber Data that Invited User shall have, if any.
2.2 Right to make changes to the Services and/or the Websites:
HartSolutions, may modify the Services and/or the Websites from time to time, including adding or deleting any features and functions, as HartSolutions, deems appropriate for the Services and/or the Websites and the experience offered to you.
3. OBLIGATIONS OF THE PARTIES
i. The credit card submitted on the Order Form will be charged in accordance with your Subscription Term, (monthly or annual), in advance (depending upon subscription type) at the beginning of your Subscription Term and subsequently on each Renewal Date. HartSolutions, shall continue billing you monthly or annually in advance (as the case may be) until these Terms are terminated in accordance with Clause 8 below; or,
ii. where we offer, and you select, the 3-month or 6-month fixed term plan, all charges shall include the Access Fee for the corresponding period of use (including any one-time-service fees that shall be payable in a single lump sum).
3.2 Variations to the Access Fee:
The Access Fee shall remain fixed throughout the duration of your Subscription Term and any relevant Renewal Period (as applicable). HartSolutions, shall reserve the right to increase the Access Fee for the Services upon 30 days’ written notice to you with any such increase to take effect upon the first Renewal Date following the end of said notice period.
3.3 General Obligations:
You are solely responsible for your use of the Services, the Websites, and the Subscriber Data, (including Subscriber Data uploaded to and displayed in your Store(s)), and for ensuring at all times that your use of the Services, the Websites, and the Subscriber Data is compliant with all applicable laws and regulations. You shall only use the Services and the Websites for your own lawful internal purposes, in accordance with these Terms and any other relevant notices, policies, guidelines, or conditions that may be posted on the Websites.
3.4 Access Conditions:
a. You must ensure that all usernames and passwords, (including any passwords allocated to Invited Users), required to access the Services and the Websites are kept secure and confidential. You must immediately notify HartSolutions, of any unauthorized use of passwords or other breach of security and HartSolutions, will reset your password(s) and you must undertake any other actions that HartSolutions, reasonably deems necessary to maintain or enhance the security of the Websites and your access to the Services.
b. When accessing and using the Services, you shall not:
i. attempt to undermine the security or integrity of the Websites;
ii. use, or misuse, the Services in any way which may impair the functionality of the Services, the Websites, or other systems used to deliver the Services, or impair the ability of any other user to use the Services or Websites, including by misusing the Services in a manner that materially exceeds reasonable usage or usage patterns over any given month, or by using the Services in a malicious, fraudulent, or unlawful manner;
iii. attempt to gain unauthorized access, to any materials other than those to which you have been given express permission to access, or to the computer system(s) upon which the Services and Websites are hosted;
iv. transmit, input, or upload to the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Subscriber Data in violation of any law (including Subscriber Data or other material protected by copyright or trade secrets for which you do not have the express right or authorization to use); or,
v. attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Services or to operate the Websites.
3.5 Usage Review:
You agree that HartSolutions, may review your use of the Services at any time during the Subscription Term, and you will provide any reasonable assistance to verify your compliance with these Terms as we may request. HartSolutions, may suspend your rights to access and use the Services (including your rights to access any Subscriber Data) immediately upon written notice if we determine that your use of the Services (including any Subscriber Data) is in breach of these Terms, (without limiting any other rights or remedies HartSolutions, may have in such circumstances).
3.6 Communication Obligations:
a. As a condition of these Terms, if you use any communication tools available through the Websites (such as any forum, chat room, or message centre), you agree to only use such communication tools for lawful and legitimate purposes. You shall not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Websites, or material in violation of any applicable law (including material that is protected by copyright or trade secrets for which you do not have the express right or authorization to use); and,
b. When you engage in any communication on the Websites, you represent that you are permitted to engage in such communication. HartSolutions, is under no obligation to ensure that communications on the Websites are legitimate or that they are related only to the use of the Services. As with any other web-based forum, you must exercise caution when using the communication tools available on the Websites. However, HartSolutions, does reserve the right to remove any communication at any time within its sole discretion.
4. CONFIDENTIALITY AND PRIVACY
Unless the relevant party has the prior written consent of the other party or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other party obtained in connection with these Terms. Neither party will, without the prior written consent of the other party, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressly contemplated by these Terms or, where HartSolutions, is the recipient, in order to provide the Services to you.
b. Each party’s obligations under this clause will survive termination of these Terms.
b. You agree that you are a “data controller” and that HartSolutions, is a “data processor” (as how those terms are defined in the Data Processor Agreement) and that the terms of the Data Processor Agreement form part of these Terms.
5. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Services, the Websites, and any other documentation relating thereto remain the sole property of HartSolutions.
5.2 Ownership of Subscriber Data:
Title to, and all Intellectual Property Rights in, the Subscriber Data remain your property. However, access to the Subscriber Data is contingent on full and timely payment of the Access Fee when due and any re-establishment fees due and payable under Clause 5.6 below. You grant HartSolutions, a licence to use, copy, transmit, store, and backup your Subscriber Data for the purposes of enabling you to access and use the Services and for any other purpose related to the provision or promotion of the Services.
5.3 Backup of Subscriber Data:
You shall be responsible to maintain copies and backups of all Subscriber Data inputted or uploaded to the Websites. HartSolutions, adheres to best practice policies and procedures to prevent data loss, including system data back-up regimes, but shall not make any guarantees with respect to the loss of Subscriber Data HartSolutions, hereby expressly excludes any and all liability for any loss of Subscriber Data, (including Subscriber Data that is archived pursuant to Clause 5.6 below), no matter how said loss is caused.
5.4 Third-party apps and Subscriber Data:
If you enable third-party apps to use in conjunction with the Services, you acknowledge that HartSolutions, may allow the providers of said third-party apps to access your Subscriber Data as is required for the interoperation of such third-party apps with the Services. HartSolutions, shall not be responsible for any disclosure, modification, or deletion of Subscriber Data resulting from any such access by third-party app providers. You also acknowledge that those third-party app providers are independent of HartSolutions, and those third-party apps will be subject to terms and conditions and privacy policies set by their own providers.
5.5 Accuracy of Subscriber Data:
You agree and acknowledge that you are responsible for ensuring the accuracy of Subscriber Data inputted into the Websites by you or by any other person on your behalf. HartSolutions, is under no obligation to ensure that Subscriber Data contained within the Websites is accurate.
5.6 Deletion and Recovery of Subscriber Data:
i. you choose to discontinue your Services in accordance with Clause 8.1 below; or,
ii. either party terminates these Terms in accordance with Clause 8.1 below; or,
iii. HartSolutions, suspends or terminates these Terms in accordance with Clause 8.3 below; or,
iv. HartSolutions, otherwise suspends and/or terminates your right to access the Services and/or the Websites in accordance with these Terms, it is your responsibility to request your Subscriber Data from the Websites prior to the effective date of said suspension or termination. Following the effective date of suspension or termination, HartSolutions, reserves the right, in its sole discretion, to either: (i) delete your Subscriber Data, or (ii) archive your Subscriber Data for a period of up to six (6) months, (upon the expiry of which, HartSolutions, shall then delete your Subscriber Data).
b. If HartSolutions, has archived your Subscriber Data, and if your Services are subsequently re-established prior to the deletion of your Subscriber Data, then HartSolutions, shall restore access to the archived Subscriber Data provided you purchase a new Subscription Term.
6. WARRANTIES AND ACKNOWLEDGEMENTS
6.1 Subscriber Data:
You represent and warrant that:
i. You have obtained all necessary consents and are otherwise authorized to input or upload the Subscriber Data that you input or upload to the Websites, including any Subscriber Data inputted or uploaded to the Websites by any Invited User on your behalf; and,
ii. You are similarly authorized to access the Subscriber Data that is made available to you through your use of the Websites and the Services in each case, whether the inputted or uploaded Subscriber Data is your own or that of anyone else on your behalf.
6.2 Rights of Third Parties and Access to Subscriber Data:
a. You acknowledge and agree that HartSolutions, has no obligations to any other person or entity other than you, and nothing in these Terms confers, or purports to confer, a benefit to any other person or entity that is enforceable in law.
b. If you use the Services or access the Websites on behalf of, or for the benefit of, anyone other than you, (whether a body corporate or otherwise), you hereby agree that:
i. You are responsible for ensuring that you have the right and lawful authorization to do so; and,
ii. In the case of a third party requiring access to your Subscriber Data, (other than an Invited User), you are responsible for authorizing said access to your Subscriber Data, and you hereby agree that Keith <middle name> Hart, operating as HartSolutions, has no obligation to provide any said third party with access to your Subscriber Data without your prior written authorization to do so, (and Keith <middle name> Hart, operating as HartSolutions, may refer to you any said third party access requests for you to address in any event); and,
iii.You shall indemnify Keith <middle name> Hart, operating as HartSolutions, against any Loss arising out of or in connection with Keith <middle name> Hart, operating as HartSolutions, refusal to provide said third parties with access to your Subscriber Data, and/or Keith <middle name> Hart, operating as HartSolutions, granting access to your Subscriber Data to said third parties where said access has been done in accordance with your prior written authorization noted above.
6.3 Acknowledgements and Disclaimers:
You acknowledge and agree that HartSolutions, gives no warranty regarding the quality of the Services and the Websites, and, without limiting the foregoing:
a. The provision of, access to, and use of, the Services and the Websites is on an “as is” basis and done at your own risk.
b. HartSolutions, does not warrant that the use of the Services or the Websites will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services and the Websites, including public telephone services, computer networks, and the Internet, can be unpredictable and may from time to time interfere with, or prevent access to, the Services and the Websites. HartSolutions, is not in any way responsible for any said interference or prevention of your access to or use of the Services and the Websites.
c. HartSolutions, does not warrant that the Services or the Websites will meet any specific requirements, or that the Services or the Websites will be suitable for any particular purpose. It is your sole responsibility to determine that the Services and the Websites will meet the needs of your business and are suitable for the purposes for which they are required.
d. You shall remain solely responsible for complying with all applicable accounting principles, tax regulations, and other applicable laws. It is your responsibility to check that the storage of, and access to, your Subscriber Data through the Websites complies with all laws applicable to you, (including any laws requiring you to retain records).
e. You are solely responsible for assessing and collecting all applicable taxes you are obligated under law to charge your customers.
6.4 No Implied Warranties:
To avoid doubt, any and all implied conditions or warranties are excluded insofar as is permitted by law, including any and all warranties of merchantability and fitness for purpose, title, and non-infringement.
6.5 Consumer Protection Laws:
You warrant and represent that you are acquiring the right to access and use the Services and Websites for the purposes of business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction whatsoever shall not apply to the supply of the Services, the Websites, or to these Terms.
7. INDEMNITY AND LIMITATION OF LIABILITY
You indemnify HartSolutions, against any and all Loss that HartSolutions, incurs arising out of or in connection with:
a. your breach of any of these Terms;
b. any claims from tax authorities of any country, state, province, or other jurisdiction in relation to the taxes levied on sales to your customers; and/or,
c. any and all third-party claims against HartSolutions, in relation to your Subscriber Data or in relation to your use of the Services or the Websites, or any third-party app, (or other third-party product).
7.2 HartSolutions, is not responsible:
To the maximum extent permitted by law, HartSolutions, shall not be liable to you, (or any third party) in contract, tort, (including negligence), or otherwise, for any and all Loss (whether direct or indirect) arising out of, or in connection with, your use of, or reliance upon, the Services or the Websites, or otherwise arising out of, or in connection with, these Terms.
8. TERMINATION AND SUSPENSION
8.1 No-Fault Termination:
The Subscription Term shall renew automatically at the end of the Subscription Term and subsequently at the end of each Renewal Period, and the Access Fee for that month or year (as applicable), shall continue to be due and payable in advance (in accordance with Clause 3.1 above), unless either party terminates these Terms by giving notice to the other party at least 30 days prior to the end of the initial Subscription Term or the relevant Renewal Period (as applicable). Should said notice not be given, then:
a. if your subscription renews on a monthly basis, your subscription will not be cancelled until the next scheduled Renewal Date;
b. if your subscription renews on an annual basis, provided notice is received by HartSolutions, by no later than seven (7) days following the next scheduled Renewal Date, HartSolutions, shall accept your notice of cancellation and shall refund the Access Fee already paid by you in relation to the next scheduled Renewal Period. If notice is received by HartSolutions, more than seven (7) days after the next scheduled Renewal Date, HartSolutions, shall accept your notice of cancellation, and (in its sole discretion) shall refund some or all of the Access Fee already paid by you in relation to the unused portion of the Renewal Period.
8.2 Overdue Payments:
The Access Fee shall be paid in advance; however, in the event that payment becomes overdue, you shall make said payment within five (5) days, otherwise HartSolutions, reserves the right to suspend your subscription and your access to the Services, the Websites, and the Subscriber Data.
8.3 Breach of These Terms:
a. breach any of these Terms, (including through non-payment of the Access Fee), and do not remedy the breach within thirty (30) days after receiving notice of the breach, should the breach be capable of remedy; or,
b. breach any of these Terms, and the breach is not capable of being remedied; or,
c. you are declared bankrupt, or you become bankrupt, insolvent, or go into liquidation, or a receiver or manager is appointed over any of your assets, or you make any arrangement with your creditors, or become subject to any insolvency proceedings in any jurisdiction whatsoever, then, (without limiting HartSolutions, suspension rights outlined in Clause 8.2 above), HartSolutions, shall take any or all of the following actions, at its own sole discretion:
i. terminate these Terms and your access to, and use of, the Services and the Websites;
ii. suspend, for any definite or indefinite period of time, your access to and use of the Services and the Websites;
iii. suspend or terminate your access to any or all Subscriber Data on the Websites; or,
iv. delete your Subscriber Data in accordance with Clause 5.6 above.
8.4 Accrued Rights:
Termination of these Terms is on a without-prejudice basis to any rights and obligations of the parties that have accrued up to, and including, the date of termination. Upon the termination of these Terms, you shall:
a. remain liable for an Access Fee which becomes due and payable before or after said termination; and,
b. immediately cease using the Services and the Websites.
8.5 Expiry or Termination Survivability:
Those clauses which by their nature survive expiry or termination of these Terms include Clause 3.1, all clauses contained within Clauses 4 to 8 inclusive, and all clauses contained within Clause 10, shall survive the expiry or termination of these Terms.
8.6 Refund Policy:
HartSolutions, shall not provide refunds should you decide of your own accord to cease using the Services and accessing the Websites at any time during your Subscription Term.
9. HELP DESK
9.1 Technical Problems:
HartSolutions, shall endeavour to address all queries and requests for assistance received through the Websites or email at support@Kerrii.com as promptly as reasonably possible, but does not warrant that support will be immediately available.
9.2 Service Availability:
HartSolutions, intends that the Services and the Websites should be available 24 hours a day, seven days a week; however, it is possible that, on occasion, the Services or the Websites may be unavailable due to maintenance or other activity taking place. If, for any reason, HartSolutions, must interrupt the Services for any period of time, HartSolutions, shall undertake reasonable efforts to provide advance notice of said activity.
10.1 Entire Agreement:
A waiver of any breach of any provision in these Terms shall not be effective unless said waiver is in writing and is signed by the party against whom said waiver is claimed. If either party waives any breach of these Terms, this shall not constitute a waiver of any other breach. No waiver shall be effective unless made in writing.
Neither party shall be liable for any delay or failure to perform its obligations under these Terms if said delay or failure is due to any cause that is outside its reasonable control. This clause shall not apply to any obligation to pay an Access Fee.
10.4 No Assignment:
You shall not assign or transfer your obligations under these Terms to another person without prior written consent.
10.5 Governing Law and Jurisdiction:
The governing law of these Terms shall be the law of the Province of Alberta, Canada.
If any part or provision of these Terms is deemed to be invalid, unenforceable, or in conflict with the law, said part or provision shall be severed, and the remainder of these Terms shall remain binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been received upon transmission unless an error message is subsequently received by the sender. Notices to HartSolutions, shall be sent to support@Kerrii.com. Notices to you shall be sent to the email address on record as noted in your account information or Subscriber Data.
10.8 HartSolutions entity:
Refers to the legal entity of Keith William Hart operating as HARTSOLUTIONS as registered in the Province of Alberta, Canada.