Data Subscription Agreement

Welcome to the Ontario Cannabis Retail Corporation Data Subscription Agreement Form

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THIS AGREEMENT made

BETWEEN:

ONTARIO CANNABIS RETAIL CORPORATION
(the “OCRC”)

– and –

the Subscriber

WHEREAS the OCRC is the exclusive wholesaler of record and e-commerce retailer of cannabis for the recreational market in Ontario (the “Business”);

AND WHEREAS the OCRC and the Subscriber have entered into a retailer agreement for the purchase of certain cannabis products and/or accessories, with the OCRC as wholesaler and the Subscriber as purchaser (the “Retailer Agreement”);

AND WHEREAS the Subscriber may enter into this Agreement for the purchase of certain point-of-sale data and related information from the OCRC for participating Authorized Retail Stores (each an “Authorized Store”);

AND WHEREAS the Subscriber wishes to participate in the program for the purchase of such point-of-sale data and other information related to the Business (the “Data Subscription Program”), as more particularly set out in Schedule “A” for each of the participating Authorized Stores set out in Schedule “C”;

AND WHEREAS the parties hereto have agreed to set out their respective rights and obligations in respect of the Data Subscription Program and the terms and condition under which the Subscriber may participate;

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements and conditions contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties covenant and agree as follows:

ARTICLE 1. INTERPRETATION AND GENERAL PROVISIONS

1.1 Defined Terms
When used in the Agreement, the following words or expressions have the following meanings:

“Agreement” means this Data Subscription Agreement, all schedules attached to this Agreement, all materials incorporated in this Agreement by reference, and any amendments executed in accordance with the terms of this Agreement.

“Authorized Store” means each of the retail stores identified at Schedule “C”, as the same may be amended or updated from time to time by the OCS as provided in this Agreement.

“Business” has the meaning attributed to it in the recitals.

“Business Day” means any working day, Monday to Friday inclusive, excluding statutory and other holidays, namely: New Year’s Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day on which the OCRC has elected to close its head offices for business.

“Conflict of Interest” includes, but is not limited to, any situation or circumstance where, in relation to the performance of its contractual obligations in an OCRC contract (including, without limitation, this Agreement), the Subscriber’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations.

“Data Subscription Program” has the meaning attributed to it in the recitals.

“Data Subscription Program Information” means the point-of-sale data and related information provided or made available by the OCRC pursuant to this Agreement, as more specifically defined in Schedule “A”.

“Dedicated Representative” is a person(s) that is assigned to the OCRC account by the Subscriber and shall act as the single point of contact between the OCRC and the Subscriber.

“Effective Date” means the date of this Agreement.

“Expiry Date” means February 28, 2021.

“Indemnified Parties” means, collectively, the OCRC and its officers, representatives, agents and employees.

“Intellectual Property” means any intellectual, industrial or other proprietary right of any type in any form protected or protectable under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, any intellectual, industrial or proprietary rights protected or protectable by legislation, by common law or at equity.

“OCRC Confidential Information” means all information of the OCRC that is of a confidential nature, including all confidential information in the custody or control of the OCRC, regardless of whether it is identified as confidential or not, and whether recorded or not, and however fixed, stored, expressed or embodied, that comes into the knowledge, possession or control of the Subscriber in connection with the Agreement. For the purposes of greater certainty, OCRC Confidential Information shall:

(a) include: (i) all new information derived at any time from any such information whether created by the OCRC, the Subscriber or any third-party; (ii) all information that the OCRC (as the case may be) is obliged, or has the discretion, not to disclose under provincial or federal legislation; and (iii) all Data Subscription Program Information; and

(b) not include information that: (i) is or becomes generally available to the public without fault or breach on the part of the Subscriber of any duty of confidentiality owed by the Subscriber to the OCRC or to any third-party; (ii) the Subscriber can demonstrate to have been rightfully obtained by the Subscriber, without any obligation of confidence, from a third-party who had the right to transfer or disclose it to the Subscriber free of any obligation of confidence; (iii) the Subscriber can demonstrate to have been rightfully known to or in the possession of the Subscriber at the time of disclosure, free of any obligation of confidence when disclosed; or (iv) is independently developed by the Subscriber.

“OCRC Address” and “OCRC Representative,” mean:

4100 Yonge Street, Suite 200
Toronto, ON, M5W 1K3

Attention: OCS Merchandising Team
e-mail:
cannabis.submissions@ocs.ca

“Person” if the context allows, includes any persons, firms, partnerships or corporations or any combination thereof;

“Price” means the cost of the license payable by the Subscriber for the Data Subscription Program in which the Subscriber has elected to participate (as set out in Schedule “A”), excluding applicable taxes. The initial Price for participation in the Data Subscription Program is set out in Schedule “A”.
“Retailer Agreement” has the meaning attributed to it in the recitals.

“Subscriber Address” and “Subscriber Representative”, mean:

The Subscriber corporate address and primary contact name provided above, respectively.

“Term” means the term of this Agreement, as more particularly provided in Article 2, including all extensions thereof,

1.2 Schedules
The following Schedules form an integral part of this Agreement:

Schedule A – Data Subscription Program
Schedule B – General Terms and Conditions of Use of Data Portal
Schedule C – List of Participating Authorized Stores

1.3 Entire Agreement
The Agreement embodies the entire agreement between the parties with regard to the Data Subscription Program and supersedes any prior understanding or agreement, collateral, oral or otherwise, existing between the parties at the date of execution of this Agreement.

1.4 Amendments
Any changes to this Agreement shall only be made by written amendment signed by the OCRC and the Subscriber. No changes shall be effective or shall be carried out in the absence of such an amendment.

1.5 Severability
If any term or condition of the Agreement, or the application thereof to the parties or to any Persons or circumstances, is to any extent invalid or unenforceable, the remainder of the Agreement, and the application of such term or condition to the parties, Persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

1.6 Interpretive Value of Contract Documents
In the event of a conflict or inconsistency in any provisions in the Agreement (a) the main body of the Agreement shall govern over the schedules to the Agreement; and (b) the Agreement (including its schedules) shall govern over the Retailer Handbook (except with respect to Price changes).

1.7 Interpretive Value of Headings
The headings in the Agreement are for convenience of reference only and in no manner modify, interpret or construe the Agreement.

1.8 Force Majeure
Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Agreement where such delay or failure is caused by an event beyond its reasonable control.

1.9 Notices by Prescribed Means
Notices shall be in writing and shall be delivered by electronic mail (e-mail), postage-prepaid envelope, personal delivery or facsimile and shall be addressed to, respectively, the OCRC Address to the attention of the OCRC Representative and to the Subscriber Address to the attention of the Subscriber Representative. Notices shall be deemed to have been given (a) in the case of postage-prepaid envelope, five (5) Business Days after such notice is mailed; or (b) in the case of e-mail, personal delivery or facsimile one (1) Business Day after such notice is received by the other party. Each party may change its address, fax number or designated representative for receipt of notices by providing notice to the other party.

1.10 Governing Law
The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings relating to the subject matter of this Agreement shall be submitted to the non-exclusive jurisdiction of the courts of the Province of Ontario, Canada and the parties irrevocably submit to the jurisdiction of such courts.

1.11 Condonation Not a Waiver
Any failure by the OCRC or the Subscriber to insist in one or more instances upon strict performance by the other of any of the terms or conditions of the Agreement shall not be construed as a waiver by the OCRC or the Subscriber of its right to require strict performance of any such terms or conditions, and the obligations of the other with respect to such performance shall continue in full force and effect. No waiver of any breach of any provision of this Agreement shall be effective unless expressed in writing and signed by the party granting such waiver.

1.12 OCRC Rights and Remedies and Subscriber Obligations Not Limited to Agreement
The express rights and remedies of the OCRC and the Subscriber and obligations of the OCRC and the Subscriber set out in the Agreement are in addition to and shall not limit any other rights and remedies available to the OCRC or the Subscriber or any other obligations of the OCRC or Subscriber at law or in equity.

1.13 No Subcontracting or Assignment
The Subscriber shall not subcontract or assign the whole or any part of the Agreement or any monies due under it without the prior written consent of the OCRC. Such consent shall be in the sole discretion of the OCRC and subject to the terms and conditions that may be imposed by the OCRC.

1.14 Duty to Disclose Change of Control
In the event that the Subscriber undergoes a change in control the Subscriber shall immediately disclose such change in control to the OCRC and shall comply with any terms and conditions subsequently prescribed by the OCRC resulting from the disclosure.

1.15 Contract Binding
The Agreement shall ensure to the benefit of and be binding upon the parties and their successors, executors, administrators and their permitted assigns.

1.16 Parties Independent
The parties to this Agreement are mutually independent and this Agreement shall not be deemed to create or constitute a partnership, joint venture, agency or other form of joint enterprise between the parties. Neither party shall have the right or authority or shall represent that it has the right or authority to undertake any obligations of any nature on behalf of the other party.

1.17 Time
Time is of the essence.

1.18 Conflict of Interest
The Subscriber shall (a) avoid any Conflict of Interest in the performance of its contractual obligations; (b) disclose without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations; and (c) comply with any requirements prescribed by the OCRC to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the OCRC may, at its sole and absolute discretion, immediately terminate the Agreement upon giving notice to the Subscriber where (a) the Subscriber fails to disclose an actual or potential Conflict of Interest; (b) the Subscriber fails to comply with any requirements prescribed by the OCRC to resolve a Conflict of Interest; or (c) the Subscriber’s Conflict of Interest cannot be resolved. This paragraph shall survive any termination or expiry of the Agreement.

ARTICLE 2. TERM OF AGREEMENT

2.1 Initial Term
The initial term of the Agreement will commence on the Effective Date and, unless terminated as provided under this Agreement, will continue until the Expiry Date.

2.2 Automatic Renewal
Provided the Subscriber is in material compliance with the terms hereof, this Agreement shall automatically renew for successive two (2) year periods unless terminated in accordance with its provisions. All terms and conditions shall remain the same during any renewal period except as specifically provided for herein.

ARTICLE 3. DATA SUBSCRIPTION PROGRAM

3.1 Agreement to Provide the Data Subscription Program Information
So long as the Subscriber is in material compliance with this Agreement (and the Retailer Agreement, if applicable), the OCRC agrees to provide or make available to the Subscriber the Data Subscription Program Information.

3.2 No Prescribed Means
The OCRC may provide or make available the Data Subscription Program Information in any manner and in any format, at its sole discretion, including by e-mail to the Dedicated Representative. If the OCRC makes the Data Subscription Program Information available by granting the Subscriber with access to an electronic website or portal, the Subscriber’s use of the website or portal, as the case may be, shall be subject to the general terms and conditions of use set out in Schedule “B”.

3.3 License
The OCRC grants to the Subscriber a non-exclusive, non-assignable, non-transferable license to receive and use the Data Subscription Program Information for its information and analytical purposes only, on the terms and conditions specified herein.

ARTICLE 4. PRICES, INVOICING, PAYMENT and RECORDS

4.1 Prices
4.1.1 The Subscriber agrees to pay to the OCRC, for the provision of the Data Subscription Program Information, the Price set out in Schedule “A”, as applicable.

4.1.2 The OCRC may make changes to the Price in its sole discretion by providing ninety (90) days’ advance written notice to the Subscriber, as applicable. The Price shall be revised by amendment to this Agreement and shall have immediate effect following the aforesaid notice period. Any change in Price shall apply to all subscribers in the Data Subscription Program for retailers. The OCRC may not change the Price more than once per calendar year.

4.1.3 All Prices and Rates are in Canadian Dollars and exclude applicable taxes.

4.2 Invoicing
The OCRC shall invoice the Subscriber for the Price once per calendar year in respect of any annual fees included in the Price, as applicable. For ad hoc requests, the OCRC shall invoice the Subscriber for each such request.

4.3 Payment
Payment shall be made by the Subscriber within thirty (30) days of receipt of the invoice from the OCRC or as otherwise provided herein, as applicable.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties
The Subscriber expressly represents and warrants to the OCRC that:

(a) the Subscriber is a body corporate duly incorporated and validly subsisting in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power, authority and capacity, and is qualified, to enter into this Agreement, and to carry on its business in the manner and to the extent required to perform its obligations under this Agreement; and

(b) the Subscriber has the full right and power to enter into this Agreement and there is no agreement with any other Person that would in any way interfere with the rights of the OCRC under this Agreement.

The foregoing warranties are in addition to and shall not derogate from any express warranty of the Subscriber or any other right or remedy which the OCRC may have under applicable law.

ARTICLE 6. CONFIDENTIALITY

6.1 OCRC Confidential Information
During and following the term of this Agreement, the Subscriber shall (a) keep all OCRC Confidential Information confidential and secure; (b) limit the disclosure of OCRC Confidential Information to only those employees who have a need to know it and who have been specifically authorized to have such disclosure; (c) not directly or indirectly disclose, destroy, exploit or use any OCRC Confidential Information (except if required by order of a court or tribunal), without first obtaining: (i) the written consent of the OCRC and (ii) in respect of any OCRC Confidential Information about any third-party, the written consent of such third-party; (d) provide OCRC Confidential Information to the OCRC on demand; and (e) return all OCRC Confidential Information to the OCRC before the termination or completion of this Agreement, with no copy or portion kept by the Subscriber.

6.2 Restrictions on Copying
The Subscriber shall not copy any OCRC Confidential Information, in whole or in part.

6.3 Injunctive and Other Relief
The Subscriber acknowledges that breach of any provisions of this Article may cause irreparable harm to the OCRC, and that the injury to the OCRC may be difficult to calculate and inadequately compensable in damages. The Subscriber agrees that the OCRC is entitled to obtain injunctive relief (without proving any damage sustained by it or by any third-party) or any other remedy against any actual or potential breach of the provisions of this Article.

6.4 Notice and Protective Order
If the Subscriber or any of its directors, officers, employees, agents, representatives or advisors become legally compelled to disclose any OCRC Confidential Information, the Subscriber will provide the OCRC with prompt notice to that effect in order to allow the OCRC to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and it shall co-operate with the OCRC and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the Subscriber will disclose only that portion of OCRC Confidential Information which the Subscriber is legally compelled to disclose, only to such person or persons to which the Subscriber is legally compelled to disclose, and the Subscriber shall provide notice to each such recipient (in co-operation with legal counsel for the OCRC) that such OCRC Confidential Information is confidential and subject to non-disclosure on terms and conditions equal to those contained in the Agreement and, if possible, shall obtain each recipient’s written agreement to receive and use such OCRC Confidential Information subject to those terms and conditions.

6.5 Survival
The provisions of this Article shall survive any termination or expiry of the Agreement.

ARTICLE 7. INTELLECTUAL PROPERTY

7.1 OCRC Intellectual Property
The Subscriber agrees that all Intellectual Property and every other right, title and interest in and to all concepts, techniques, ideas, information and materials, however recorded, (including images and data) provided by the OCRC to the Subscriber shall remain the sole property of the OCRC at all times.

7.2 No Use of OCRC Marks
The Subscriber shall not use any mark or logo of the OCRC without the prior written permission of the OCRC to do so.

7.3 Ownership of Intellectual Property
The OCRC shall be the sole owner of all Intellectual Property rights and all right, title and interest in any Data Subscription Program Information and no use of the same shall be made, nor may ideas obtained therefrom be used except with written approval from the OCRC. All Intellectual Property rights in the Data Subscription Program Information shall accrue continuously to the OCRC as the same are continuously created. The Subscriber irrevocably assigns to and in favour of the OCRC and the OCRC accepts all Intellectual Property rights and every right, title and interest in and to all Data Subscription Program Information, immediately following the creation thereof, for all time.

7.4 No Modification or Exploitation
Without limiting the generality of Section 6.2, the Subscriber shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit or use the Data Subscription Program Information, in whole or in part without the prior written consent of the OCRC. The Data Subscription Program Information is provided strictly for the Subscriber’s own use and may not be duplicated, transferred or provided in any medium or format, in whole or in part, to any third party without the prior written consent of the OCRC. The prior written permission of the OCRC is required for any form of publication or distribution of the information or any part thereof.

7.4 OCRC May Prescribe Further Compliance
The OCRC reserves the right to prescribe the specific manner in which the Subscriber shall perform its obligations relating to this Article.

7.5 Survival
The obligations contained in this Article shall survive the termination or expiry of the Agreement.

ARTICLE 8. TERMINATION AND EXPIRY

8.1 Immediate Termination
The OCRC may immediately terminate the Agreement upon giving notice to the Subscriber where:
(a) the Subscriber ceases to carry on business, is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a receiver is appointed on account of the Subscriber’s insolvency;

(b) the Subscriber breaches any provision of the Agreement and fails to remedy such breach within a five (5) business day cure period after being notified of such breach;

(c) the Subscriber breaches any material term of the Retailer Agreement or the Retailer Agreement is terminated;

(d) the Subscriber undergoes a change in control which, in the sole opinion of the OCRC, adversely affects the Subscriber’s ability to satisfy some or all of its obligations under the Agreement;

(e) the Subscriber assigns the Agreement or any part thereof, without first obtaining the written approval of the OCRC; or

(f) the Subscriber discloses, shares or makes available to any other Person the Data Subscription Program Information contrary to Article 6 hereof;

and the above rights of termination are in addition to all other rights of termination available at law, or events of termination by operation of law.

8.2 Termination on Notice
The OCRC reserves the right to terminate the Agreement, without cause or penalty, at any time upon sixty (60) days written notice to the Subscriber in the event the OCRC terminates the Data Subscription program.

8.3 Termination in Addition to Other Rights
The express rights of termination in the Agreement are in addition to and shall in no way limit any rights or remedies of the OCRC under the Agreement, at law or in equity.

ARTICLE 9. GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION

9.1 Limitations
The OCRC reserves the right in its sole discretion: (i) to limit the time period during which access to the Data Subscription Program Information will be made available; (ii) to modify the manner in which it makes Data Subscription Program Information available; (iii) to modify the manner in which it reports and presents Data Subscription Program Information; (iv) to modify the type of Data Subscription Program Information that it makes available; (v) to discontinue providing Data Subscription Program Information; and (vi) to cancel the Data Subscription Program at any time. The OCRC reserves the right in its absolute discretion to modify in all respects its general categories of data and the sub-sets within each category. The OCRC further reserves the right to terminate the Subscriber’s access to the Data Subscription Program Information if the Subscriber is a purchaser from the OCRC under the Retailer Agreement and ceases the purchase of products from the OCRC in the ordinary course, irrespective of whether the Retailer Agreement has terminated.

9.2 No representations
The OCRC will make reasonable efforts to ensure the accuracy and quality of the Data Subscription Program Information. The Subscriber acknowledges that the OCRC makes no representations, express or implied, about the accuracy, completeness, timeliness, availability, quality or suitability for a particular purpose of the Data Subscription Program Information. The OCRC will not be responsible for any error, interpretive error or erroneous conclusions drawn as a result of the Subscriber’s use of Data Subscription Program Information.

9.3 No Liability
The OCRC shall not be liable for any delay or failure to provide access to the Data Subscription Program Information or any reason whatsoever including, without limitation, systems failure or technological failure or any other failure outside of the OCRC’s control. In no event will the OCRC be liable for damages in respect of special, indirect or consequential loss, even if the OCRC has been advised of the possibility of such loss, including but not limited to lost profits, lost business revenues, failure to realize expected BUSINESS OPPORTUNITIES or any claim against you by any third party. The warranties of the OCRC hereunder are in lieu of all other warranties or conditions of merchantable quality or fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade.

SCHEDULE “A”

Data Subscription Program

SCHEDULE A

OCS Retailers

Subscription:

  • Scope:
    o Retail store level data pertaining to Subscriber’s own retail sales of products purchased from the OCRC pursuant to the Retailer Agreement for each participating Authorized Store; and
    o Aggregated data pertaining to all retail sales in the Province of Ontario
  • Price: $0

SCHEDULE “B”

General Terms and Condition of Use of Data Portal

The following terms and conditions govern your use of the sale of data website (the “Website”) which is owned by Ontario Cannabis Retail Corporation (the “OCRC”). OCRC reserves the right to change these Terms and Conditions of Use at any time without prior notice by posting changed Terms and Conditions of Use on the Website, and you are advised to review the Website regularly for any changes. These Terms and Conditions of Use were last updated on September 15, 2018. In any event, you agree that by accessing and using the Website you are bound by these terms and conditions as may be changed from time to time.

Copyright, Ownership and Use of Intellectual Property
The materials (the “Materials”) contained in the Website including, without limitation, information, videos, software, photos, graphics and sound are owned by, and protected by copyrights and other proprietary rights in favour of, OCRC and third parties. All rights reserved.

YOU SHALL NOT MODIFY, PUBLISH, TRANSMIT, PARTICIPATE IN THE TRANSFER OR SALE, CREATE DERIVATIVE WORKS, OR IN ANY WAY EXPLOIT OR USE THE MATERIALS, IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF OCRC.

Information Presented on Website
The OCRC reserves the right, in its sole discretion, to modify the manner in which it provides information presented on this Website (“Information”) or the format in which it presents Information or to modify the type of information it makes available or to discontinue providing Information. The OCRC will make reasonable efforts to ensure the accuracy of the Information. The OCRC does not warrant that the Information is free of error. The OCRC will not be responsible for any error in the Information. The OCRC will not be responsible for any error, interpretive error or erroneous conclusions drawn as a result of your use of the Information.

INFORMATION IS PROVIDED TO YOU STRICTLY FOR YOUR OWN USE AND MAY NOT BE DUPLICATED, TRANSFERRED OR PROVIDED IN ANY MEDIUM OR FORMAT, IN WHOLE OR IN PART, TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OCRC. THE PRIOR WRITTEN PERMISSION OF THE OCRC IS REQUIRED FOR ANY FORM OF PUBLICATION OR DISTRIBUTION OF THE INFORMATION OR ANY PART THEREOF.

Trade-marks
“OCRC”, “Ontario Cannabis Store”, “OCS” and related words and logos are official marks, trade-marks or trade-names of OCRC in Canada. OCRC is also the owner in Canada of additional official marks, trade-marks and trade names, registered and unregistered. Nothing in this Agreement or on the Website shall be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any of the marks or names or any other intellectual property right of OCRC. The names of other companies, products and services referred to on the Website may be trade-marks or trade-names of their respective owners. Any use of the trade-marks or trade-names of OCRC or of third parties without the prior written consent of the applicable party is strictly prohibited.

Compliance With Laws
In addition to complying with these Terms and Conditions of Use, you agree to use the Website and Materials for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.

Potential users of the Website, in any jurisdiction of the world whose laws (common, statutory, regulatory or codified) would: (i) void these Terms and Conditions of Use in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing the Website illegal, are unauthorized to use the Website.

Outbound Linking Policy
Any link, (including hyperlinks, buttons or referral devices of any kind) used on the Website is provided for your convenience only, and you access any link at your own risk. The appearance of a link on the Website does not constitute an endorsement, recommendation or certification by OCRC, nor should the presence of a link in any way be construed as a suggestion that the site has any relationship with OCRC.

Inbound Linking Policy
You may not create links to the Website from third party sites unless you have obtained the prior written approval of the OCRC to do so.

Indemnity
You agree to indemnify, defend and hold OCRC harmless from and against any and all claims, liabilities, damages, demands, suits, actions, losses or expenses (including all legal fees) (collectively “Claims”) arising out of:

  1. your infringement of any OCRC or third party official mark, trade-mark, trade secret, copyright, patent or other intellectual property rights and from any Claims which may arise, now or in the future as a result of your use of the Website;b. any act or omission by you, your employees or agents which results in: (i) loss, damage, interference with or disruption to, the Website; (ii) use of the Website for any illegal purpose; or (iii) use of the Website to achieve any unauthorized or prohibited access to computer systems and data;c. your use of the Website; andd. your breach of any of these Terms of Use, or any rule, regulation, guideline or policy of OCRC as may be established and changed from time to time and posted on the Website.Disclaimers
    YOU UNDERSTAND AND AGREE THAT:
  2. USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED STRICTLY ON AN “AS IS”, “AS AVAILABLE” BASIS. OCRC DOES NOT WARRANT, REPRESENT, GUARANTEE OR COVENANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES OCRC MAKE ANY GUARANTEE, WARRANTY, REPRESENTATION OR COVENANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE ON THE WEBSITE. OCRC WILL NOT BE RESPONSIBLE FOR YOUR INABILITY TO EXECUTE A TRANSACTION OR OBTAIN GOODS RELATED TO ANY SUCH TRANSACTION, FOR WHATEVER REASON.B. THE DOWNLOADING OF MATERIALS FROM THE WEBSITE IS DONE AT YOUR OWN RISK. OCRC DOES NOT AT ANY TIME REPRESENT, COVENANT, GUARANTEE OR WARRANT THAT SUCH MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM AND DATA AND YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THE WEBSITE.Limitations
    IN NO EVENT SHALL OCRC BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY OR PUNITIVE DAMAGES OR LOSSES, OR DAMAGES FOR LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD PARTIES, OR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF THE WEBSITE, THE USE OF ANY OTHER SITE OR PAGE ACCESSIBLE FROM THE WEBSITE OR THE ACQUISITION OR USE OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF OCRC ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO ANY SUCH USE OR ACQUISITION EXCEED THE REPLACEMENT COST OF ANY SUCH INFORMATION. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to you.

THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, DELAY, CLAIM OR LIABILITY.

Schedule “C”

to the Data Subscription Agreement between the OCS and “Subscriber”

List of Participating Authorized Stores (See page 1 of Data Subscription Agreement.)

Each participating Retail Store will receive a separate account number and login information for the receipt of data at the retail store level.

Ontario Cannabis Retail Corporation Data Subscription Agreement Form

  • Date/Time of DSA Submission:

  • Cannabis Retail Operator Licence (CROL)

  • Enter your 7 digit CROL number only. Example: 1234567
  • List of Participating Authorized Retail Stores (or, Schedule "C")

  • Name of Store: CRSA Licence Number: Address of Store Premises: Actions
         
    There are no Stores.

    Maximum number of stores reached.

  • Primary Contact

  • Secondary Contact

  • (i.e. the person to whose “attention” we would send any further documentation).
  • OCS Data Subscription Agreement

    Please review the Data Subscription Agreement below, or view the expandable version above.
  • THIS AGREEMENT made
    BETWEEN:
    ONTARIO CANNABIS RETAIL CORPORATION
    (the "OCRC")

    - and –

    the Subscriber

    WHEREAS the OCRC is the exclusive wholesaler of record and e-commerce retailer of cannabis for the recreational market in Ontario (the “Business”);

    AND WHEREAS the OCRC and the Subscriber have entered into a retailer agreement for the purchase of certain cannabis products and/or accessories with the OCRC as wholesaler and the Subscriber as purchaser (the "Retailer Agreement");

    AND WHEREAS the Subscriber may enter into this Agreement for the purchase of certain point-of-sale data and related information from the OCRC for participating Authorized Retail Stores (each an “Authorized Store”);
    AND WHEREAS the Subscriber wishes to participate in the program for the purchase of such point-of-sale data and other information related to the Business (the “Data Subscription Program”), as more particularly set out in Schedule “A” for each of the participating Authorized Stores set out in Schedule “C”;

    AND WHEREAS the parties hereto have agreed to set out their respective rights and obligations in respect of the Data Subscription Program and the terms and condition under which the Subscriber may participate;

    NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements and conditions contained herein and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties covenant and agree as follows:

    ARTICLE 1. INTERPRETATION AND GENERAL PROVISIONS

    1.1 Defined Terms

    When used in the Agreement, the following words or expressions have the following meanings:
    “Agreement” means this Data Subscription Agreement, all schedules attached to this Agreement, all materials incorporated in this Agreement by reference, and any amendments executed in accordance with the terms of this Agreement.
    “Authorized Store” means each of the retail stores identified at Schedule “C”, as the same may be amended or updated from time to time by the OCS as provided in this Agreement.
    "Business” has the meaning attributed to it in the recitals.
    "Business Day" means any working day, Monday to Friday inclusive, excluding statutory and other holidays, namely: New Year's Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day on which the OCRC has elected to close its head offices for business.
    “Conflict of Interest” includes, but is not limited to, any situation or circumstance where, in relation to the performance of its contractual obligations in an OCRC contract (including, without limitation, this Agreement), the Subscriber’s other commitments, relationships or financial interests (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its contractual obligations.
    “Data Subscription Program” has the meaning attributed to it in the recitals.
    “Data Subscription Program Information” means the point-of-sale data and related information provided or made available by the OCRC pursuant to this Agreement, as more specifically defined in Schedule “A”.
    “Dedicated Representative” is a person(s) that is assigned to the OCRC account by the Subscriber and shall act as the single point of contact between the OCRC and the Subscriber.

    "Effective Date" means the date of this Agreement.

    "Expiry Date" means February 28, 2021.

    “Indemnified Parties” means, collectively, the OCRC and its officers, representatives, agents and employees.
    “Intellectual Property” means any intellectual, industrial or other proprietary right of any type in any form protected or protectable under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, any intellectual, industrial or proprietary rights protected or protectable by legislation, by common law or at equity.
    “OCRC Confidential Information” means all information of the OCRC that is of a confidential nature, including all confidential information in the custody or control of the OCRC, regardless of whether it is identified as confidential or not, and whether recorded or not, and however fixed, stored, expressed or embodied, that comes into the knowledge, possession or control of the Subscriber in connection with the Agreement. For the purposes of greater certainty, OCRC Confidential Information shall:
    (a) include: (i) all new information derived at any time from any such information whether created by the OCRC, the Subscriber or any third-party; (ii) all information that the OCRC (as the case may be) is obliged, or has the discretion, not to disclose under provincial or federal legislation; and (iii) all Data Subscription Program Information; and
    (b) not include information that: (i) is or becomes generally available to the public without fault or breach on the part of the Subscriber of any duty of confidentiality owed by the Subscriber to the OCRC or to any third-party; (ii) the Subscriber can demonstrate to have been rightfully obtained by the Subscriber, without any obligation of confidence, from a third-party who had the right to transfer or disclose it to the Subscriber free of any obligation of confidence; (iii) the Subscriber can demonstrate to have been rightfully known to or in the possession of the Subscriber at the time of disclosure, free of any obligation of confidence when disclosed; or (iv) is independently developed by the Subscriber.
    “OCRC Address” and “OCRC Representative,” mean:
    4100 Yonge Street, Suite 200
    Toronto, ON, M5W 1K3
    Attention: OCS Merchandising Team
    e-mail:
    cannabis.submissions@ocs.ca
    “Person” if the context allows, includes any persons, firms, partnerships or corporations or any combination thereof;
    “Price” means the cost of the license payable by the Subscriber for the Data Subscription Program in which the Subscriber has elected to participate (as set out in Schedule “A”), excluding applicable taxes. The initial Price for participation in the Data Subscription Program is set out in Schedule “A”.
    “Retailer Agreement” has the meaning attributed to it in the recitals.
    “Subscriber Address” and “Subscriber Representative”, mean:
    The Subscriber corporate address and primary contact name provided above, respectively.
    “Term” means the term of this Agreement, as more particularly provided in Article 2, including all extensions thereof,

    1.2 Schedules

    The following Schedules form an integral part of this Agreement:
    Schedule A - Data Subscription Program
    Schedule B - General Terms and Conditions of Use of Data Portal
    Schedule C - List of Participating Authorized Stores

    1.3 Entire Agreement

    The Agreement embodies the entire agreement between the parties with regard to the Data Subscription Program and supersedes any prior understanding or agreement, collateral, oral or otherwise, existing between the parties at the date of execution of this Agreement.

    1.4 Amendments

    Any changes to this Agreement shall only be made by written amendment signed by the OCRC and the Subscriber. No changes shall be effective or shall be carried out in the absence of such an amendment.

    1.5 Severability

    If any term or condition of the Agreement, or the application thereof to the parties or to any Persons or circumstances, is to any extent invalid or unenforceable, the remainder of the Agreement, and the application of such term or condition to the parties, Persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

    1.6 Interpretive Value of Contract Documents

    In the event of a conflict or inconsistency in any provisions in the Agreement (a) the main body of the Agreement shall govern over the schedules to the Agreement; and (b) the Agreement (including its schedules) shall govern over the Retailer Handbook (except with respect to Price changes).

    1.7 Interpretive Value of Headings

    The headings in the Agreement are for convenience of reference only and in no manner modify, interpret or construe the Agreement.

    1.8 Force Majeure

    Neither party shall be liable for damages caused by delay or failure to perform its obligations under the Agreement where such delay or failure is caused by an event beyond its reasonable control.

    1.9 Notices by Prescribed Means

    Notices shall be in writing and shall be delivered by electronic mail (e-mail), postage-prepaid envelope, personal delivery or facsimile and shall be addressed to, respectively, the OCRC Address to the attention of the OCRC Representative and to the Subscriber Address to the attention of the Subscriber Representative. Notices shall be deemed to have been given (a) in the case of postage-prepaid envelope, five (5) Business Days after such notice is mailed; or (b) in the case of e-mail, personal delivery or facsimile one (1) Business Day after such notice is received by the other party. Each party may change its address, fax number or designated representative for receipt of notices by providing notice to the other party.

    1.10 Governing Law

    The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings relating to the subject matter of this Agreement shall be submitted to the non-exclusive jurisdiction of the courts of the Province of Ontario, Canada and the parties irrevocably submit to the jurisdiction of such courts.

    1.11 Condonation Not a Waiver

    Any failure by the OCRC or the Subscriber to insist in one or more instances upon strict performance by the other of any of the terms or conditions of the Agreement shall not be construed as a waiver by the OCRC or the Subscriber of its right to require strict performance of any such terms or conditions, and the obligations of the other with respect to such performance shall continue in full force and effect. No waiver of any breach of any provision of this Agreement shall be effective unless expressed in writing and signed by the party granting such waiver.

    1.12 OCRC Rights and Remedies and Subscriber Obligations

    Not Limited to Agreement
    The express rights and remedies of the OCRC and the Subscriber and obligations of the OCRC and the Subscriber set out in the Agreement are in addition to and shall not limit any other rights and remedies available to the OCRC or the Subscriber or any other obligations of the OCRC or Subscriber at law or in equity.

    1.13 No Subcontracting or Assignment

    The Subscriber shall not subcontract or assign the whole or any part of the Agreement or any monies due under it without the prior written consent of the OCRC. Such consent shall be in the sole discretion of the OCRC and subject to the terms and conditions that may be imposed by the OCRC.

    1.14 Duty to Disclose Change of Control

    In the event that the Subscriber undergoes a change in control the Subscriber shall immediately disclose such change in control to the OCRC and shall comply with any terms and conditions subsequently prescribed by the OCRC resulting from the disclosure.

    1.15 Contract Binding

    The Agreement shall ensure to the benefit of and be binding upon the parties and their successors, executors, administrators and their permitted assigns.

    1.16 Parties Independent

    The parties to this Agreement are mutually independent and this Agreement shall not be deemed to create or constitute a partnership, joint venture, agency or other form of joint enterprise between the parties. Neither party shall have the right or authority or shall represent that it has the right or authority to undertake any obligations of any nature on behalf of the other party.

    1.17 Time

    Time is of the essence.

    1.18 Conflict of Interest

    The Subscriber shall (a) avoid any Conflict of Interest in the performance of its contractual obligations; (b) disclose without delay any actual or potential Conflict of Interest that arises during the performance of its contractual obligations; and (c) comply with any requirements prescribed by the OCRC to resolve any Conflict of Interest. In addition to all other contractual rights or rights available at law or in equity, the OCRC may, at its sole and absolute discretion, immediately terminate the Agreement upon giving notice to the Subscriber where (a) the Subscriber fails to disclose an actual or potential Conflict of Interest; (b) the Subscriber fails to comply with any requirements prescribed by the OCRC to resolve a Conflict of Interest; or (c) the Subscriber’s Conflict of Interest cannot be resolved. This paragraph shall survive any termination or expiry of the Agreement.

    ARTICLE 2. TERM OF AGREEMENT

    2.1 Initial Term

    The initial term of the Agreement will commence on the Effective Date and, unless terminated as provided under this Agreement, will continue until the Expiry Date.

    2.2 Automatic Renewal

    Provided the Subscriber is in material compliance with the terms hereof, this Agreement shall automatically renew for successive two (2) year periods unless terminated in accordance with its provisions. All terms and conditions shall remain the same during any renewal period except as specifically provided for herein.

    ARTICLE 3. DATA SUBSCRIPTION PROGRAM

    3.1 Agreement to Provide the Data Subscription Program Information

    So long as the Subscriber is in material compliance with this Agreement (and the Retailer Agreement, if applicable), the OCRC agrees to provide or make available to the Subscriber the Data Subscription Program Information.

    3.2 No Prescribed Means

    The OCRC may provide or make available the Data Subscription Program Information in any manner and in any format, at its sole discretion, including by e-mail to the Dedicated Representative. If the OCRC makes the Data Subscription Program Information available by granting the Subscriber with access to an electronic website or portal, the Subscriber’s use of the website or portal, as the case may be, shall be subject to the general terms and conditions of use set out in Schedule “B”.

    3.3 License

    The OCRC grants to the Subscriber a non-exclusive, non-assignable, non-transferable license to receive and use the Data Subscription Program Information for its information and analytical purposes only, on the terms and conditions specified herein.

    ARTICLE 4. PRICES, INVOICING, PAYMENT and RECORDS

    4.1 Prices

    4.1.1 The Subscriber agrees to pay to the OCRC, for the provision of the Data Subscription Program Information, the Price set out in Schedule “A”, as applicable.

    4.1.2 The OCRC may make changes to the Price in its sole discretion by providing ninety (90) days’ advance written notice to the Subscriber, as applicable. The Price shall be revised by amendment to this Agreement and shall have immediate effect following the aforesaid notice period. Any change in Price shall apply to all subscribers in the Data Subscription Program for retailers. The OCRC may not change the Price more than once per calendar year.

    4.1.3 All Prices and Rates are in Canadian Dollars and exclude applicable taxes.

    4.2 Invoicing

    The OCRC shall invoice the Subscriber for the Price once per calendar year in respect of any annual fees included in the Price, as applicable. For ad hoc requests, the OCRC shall invoice the Subscriber for each such request.

    4.3 Payment

    Payment shall be made by the Subscriber within thirty (30) days of receipt of the invoice from the OCRC or as otherwise provided herein, as applicable.

    ARTICLE 5. REPRESENTATIONS AND WARRANTIES

    5.1 Representations and Warranties

    The Subscriber expressly represents and warrants to the OCRC that:
    (a) the Subscriber is a body corporate duly incorporated and validly subsisting in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power, authority and capacity, and is qualified, to enter into this Agreement, and to carry on its business in the manner and to the extent required to perform its obligations under this Agreement; and
    (b) the Subscriber has the full right and power to enter into this Agreement and there is no agreement with any other Person that would in any way interfere with the rights of the OCRC under this Agreement.
    The foregoing warranties are in addition to and shall not derogate from any express warranty of the Subscriber or any other right or remedy which the OCRC may have under applicable law.

    ARTICLE 6. CONFIDENTIALITY

    6.1 OCRC Confidential Information

    During and following the term of this Agreement, the Subscriber shall (a) keep all OCRC Confidential Information confidential and secure; (b) limit the disclosure of OCRC Confidential Information to only those employees who have a need to know it and who have been specifically authorized to have such disclosure; (c) not directly or indirectly disclose, destroy, exploit or use any OCRC Confidential Information (except if required by order of a court or tribunal), without first obtaining: (i) the written consent of the OCRC and (ii) in respect of any OCRC Confidential Information about any third-party, the written consent of such third-party; (d) provide OCRC Confidential Information to the OCRC on demand; and (e) return all OCRC Confidential Information to the OCRC before the termination or completion of this Agreement, with no copy or portion kept by the Subscriber.

    6.2 Restrictions on Copying

    The Subscriber shall not copy any OCRC Confidential Information, in whole or in part.

    6.3 Injunctive and Other Relief

    The Subscriber acknowledges that breach of any provisions of this Article may cause irreparable harm to the OCRC, and that the injury to the OCRC may be difficult to calculate and inadequately compensable in damages. The Subscriber agrees that the OCRC is entitled to obtain injunctive relief (without proving any damage sustained by it or by any third-party) or any other remedy against any actual or potential breach of the provisions of this Article.

    6.4 Notice and Protective Order

    If the Subscriber or any of its directors, officers, employees, agents, representatives or advisors become legally compelled to disclose any OCRC Confidential Information, the Subscriber will provide the OCRC with prompt notice to that effect in order to allow the OCRC to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and it shall co-operate with the OCRC and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the Subscriber will disclose only that portion of OCRC Confidential Information which the Subscriber is legally compelled to disclose, only to such person or persons to which the Subscriber is legally compelled to disclose, and the Subscriber shall provide notice to each such recipient (in co-operation with legal counsel for the OCRC) that such OCRC Confidential Information is confidential and subject to non-disclosure on terms and conditions equal to those contained in the Agreement and, if possible, shall obtain each recipient's written agreement to receive and use such OCRC Confidential Information subject to those terms and conditions.

    6.5 Survival

    The provisions of this Article shall survive any termination or expiry of the Agreement.

    ARTICLE 7. INTELLECTUAL PROPERTY

    7.1 OCRC Intellectual Property

    The Subscriber agrees that all Intellectual Property and every other right, title and interest in and to all concepts, techniques, ideas, information and materials, however recorded, (including images and data) provided by the OCRC to the Subscriber shall remain the sole property of the OCRC at all times.

    7.2 No Use of OCRC Marks
    The Subscriber shall not use any mark or logo of the OCRC without the prior written permission of the OCRC to do so.

    7.3 Ownership of Intellectual Property

    The OCRC shall be the sole owner of all Intellectual Property rights and all right, title and interest in any Data Subscription Program Information and no use of the same shall be made, nor may ideas obtained therefrom be used except with written approval from the OCRC. All Intellectual Property rights in the Data Subscription Program Information shall accrue continuously to the OCRC as the same are continuously created. The Subscriber irrevocably assigns to and in favour of the OCRC and the OCRC accepts all Intellectual Property rights and every right, title and interest in and to all Data Subscription Program Information, immediately following the creation thereof, for all time.

    7.4 No Modification or Exploitation

    Without limiting the generality of Section 6.2, the Subscriber shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit or use the Data Subscription Program Information, in whole or in part without the prior written consent of the OCRC. The Data Subscription Program Information is provided strictly for the Subscriber’s own use and may not be duplicated, transferred or provided in any medium or format, in whole or in part, to any third party without the prior written consent of the OCRC. The prior written permission of the OCRC is required for any form of publication or distribution of the information or any part thereof.

    7.4 OCRC May Prescribe Further Compliance

    The OCRC reserves the right to prescribe the specific manner in which the Subscriber shall perform its obligations relating to this Article.

    7.5 Survival

    The obligations contained in this Article shall survive the termination or expiry of the Agreement.

    ARTICLE 8. TERMINATION AND EXPIRY

    8.1 Immediate Termination

    The OCRC may immediately terminate the Agreement upon giving notice to the Subscriber where:
    (a) the Subscriber ceases to carry on business, is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a receiver is appointed on account of the Subscriber’s insolvency;
    (b) the Subscriber breaches any provision of the Agreement and fails to remedy such breach within a five (5) business day cure period after being notified of such breach;
    (c) the Subscriber breaches any material term of the Retailer Agreement or the Retailer Agreement is terminated;
    (d) the Subscriber undergoes a change in control which, in the sole opinion of the OCRC, adversely affects the Subscriber’s ability to satisfy some or all of its obligations under the Agreement;
    (e) the Subscriber assigns the Agreement or any part thereof, without first obtaining the written approval of the OCRC; or
    (f) the Subscriber discloses, shares or makes available to any other Person the Data Subscription Program Information contrary to Article 6 hereof;
    and the above rights of termination are in addition to all other rights of termination available at law, or events of termination by operation of law.

    8.2 Termination on Notice

    The OCRC reserves the right to terminate the Agreement, without cause or penalty, at any time upon sixty (60) days written notice to the Subscriber in the event the OCRC terminates the Data Subscription program.

    8.3 Termination in Addition to Other Rights

    The express rights of termination in the Agreement are in addition to and shall in no way limit any rights or remedies of the OCRC under the Agreement, at law or in equity.

    ARTICLE 9. GENERAL TERMS AND CONDITIONS OF SUBSCRIPTION

    9.1 Limitations

    The OCRC reserves the right in its sole discretion: (i) to limit the time period during which access to the Data Subscription Program Information will be made available; (ii) to modify the manner in which it makes Data Subscription Program Information available; (iii) to modify the manner in which it reports and presents Data Subscription Program Information; (iv) to modify the type of Data Subscription Program Information that it makes available; (v) to discontinue providing Data Subscription Program Information; and (vi) to cancel the Data Subscription Program at any time. The OCRC reserves the right in its absolute discretion to modify in all respects its general categories of data and the sub-sets within each category. The OCRC further reserves the right to terminate the Subscriber’s access to the Data Subscription Program Information if the Subscriber is a purchaser from the OCRC under the Retailer Agreement and ceases the purchase of products from the OCRC in the ordinary course, irrespective of whether the Retailer Agreement has terminated.

    9.2 No representations

    The OCRC will make reasonable efforts to ensure the accuracy and quality of the Data Subscription Program Information. The Subscriber acknowledges that the OCRC makes no representations, express or implied, about the accuracy, completeness, timeliness, availability, quality or suitability for a particular purpose of the Data Subscription Program Information. The OCRC will not be responsible for any error, interpretive error or erroneous conclusions drawn as a result of the Subscriber’s use of Data Subscription Program Information.

    9.3 No Liability

    The OCRC shall not be liable for any delay or failure to provide access to the Data Subscription Program Information or any reason whatsoever including, without limitation, systems failure or technological failure or any other failure outside of the OCRC’s control. In no event will the OCRC be liable for damages in respect of special, indirect or consequential loss, even if the OCRC has been advised of the possibility of such loss, including but not limited to lost profits, lost business revenues, failure to realize expected BUSINESS OPPORTUNITIES or any claim against you by any third party. The warranties of the OCRC hereunder are in lieu of all other warranties or conditions of merchantable quality or fitness for a particular purpose and those arising by statute or otherwise in law or from a course of dealing or usage of trade.

    SCHEDULE "A"
    Data Subscription Program

    SCHEDULE A
    OCS Retailers
    Subscription:
    • Scope:
    o Retail store level data pertaining to Subscriber’s own retail sales of products purchased from the OCRC pursuant to the Retailer Agreement for each participating Authorized Store; and
    o Aggregated data pertaining to all retail sales in the Province of Ontario
    • Price: $0

    SCHEDULE "B"
    General Terms and Condition of Use of Data Portal
    The following terms and conditions govern your use of the sale of data website (the "Website") which is owned by Ontario Cannabis Retail Corporation (the "OCRC"). OCRC reserves the right to change these Terms and Conditions of Use at any time without prior notice by posting changed Terms and Conditions of Use on the Website, and you are advised to review the Website regularly for any changes. These Terms and Conditions of Use were last updated on September 15, 2018. In any event, you agree that by accessing and using the Website you are bound by these terms and conditions as may be changed from time to time.
    Copyright, Ownership and Use of Intellectual Property
    The materials (the "Materials") contained in the Website including, without limitation, information, videos, software, photos, graphics and sound are owned by, and protected by copyrights and other proprietary rights in favour of, OCRC and third parties. All rights reserved.
    YOU SHALL NOT MODIFY, PUBLISH, TRANSMIT, PARTICIPATE IN THE TRANSFER OR SALE, CREATE DERIVATIVE WORKS, OR IN ANY WAY EXPLOIT OR USE THE MATERIALS, IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF OCRC.
    Information Presented on Website
    The OCRC reserves the right, in its sole discretion, to modify the manner in which it provides information presented on this Website ("Information") or the format in which it presents Information or to modify the type of information it makes available or to discontinue providing Information. The OCRC will make reasonable efforts to ensure the accuracy of the Information. The OCRC does not warrant that the Information is free of error. The OCRC will not be responsible for any error in the Information. The OCRC will not be responsible for any error, interpretive error or erroneous conclusions drawn as a result of your use of the Information.

    INFORMATION IS PROVIDED TO YOU STRICTLY FOR YOUR OWN USE AND MAY NOT BE DUPLICATED, TRANSFERRED OR PROVIDED IN ANY MEDIUM OR FORMAT, IN WHOLE OR IN PART, TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OCRC. THE PRIOR WRITTEN PERMISSION OF THE OCRC IS REQUIRED FOR ANY FORM OF PUBLICATION OR DISTRIBUTION OF THE INFORMATION OR ANY PART THEREOF.

    Trade-marks
    "OCRC", “Ontario Cannabis Store”, “OCS” and related words and logos are official marks, trade-marks or trade-names of OCRC in Canada. OCRC is also the owner in Canada of additional official marks, trade-marks and trade names, registered and unregistered. Nothing in this Agreement or on the Website shall be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any of the marks or names or any other intellectual property right of OCRC. The names of other companies, products and services referred to on the Website may be trade-marks or trade-names of their respective owners. Any use of the trade-marks or trade-names of OCRC or of third parties without the prior written consent of the applicable party is strictly prohibited.

    Compliance With Laws
    In addition to complying with these Terms and Conditions of Use, you agree to use the Website and Materials for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.
    Potential users of the Website, in any jurisdiction of the world whose laws (common, statutory, regulatory or codified) would: (i) void these Terms and Conditions of Use in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing the Website illegal, are unauthorized to use the Website.
    Outbound Linking Policy
    Any link, (including hyperlinks, buttons or referral devices of any kind) used on the Website is provided for your convenience only, and you access any link at your own risk. The appearance of a link on the Website does not constitute an endorsement, recommendation or certification by OCRC, nor should the presence of a link in any way be construed as a suggestion that the site has any relationship with OCRC.

    Inbound Linking Policy
    You may not create links to the Website from third party sites unless you have obtained the prior written approval of the OCRC to do so.
    Indemnity
    You agree to indemnify, defend and hold OCRC harmless from and against any and all claims, liabilities, damages, demands, suits, actions, losses or expenses (including all legal fees) (collectively "Claims") arising out of:
    a. your infringement of any OCRC or third party official mark, trade-mark, trade secret, copyright, patent or other intellectual property rights and from any Claims which may arise, now or in the future as a result of your use of the Website;

    b. any act or omission by you, your employees or agents which results in: (i) loss, damage, interference with or disruption to, the Website; (ii) use of the Website for any illegal purpose; or (iii) use of the Website to achieve any unauthorized or prohibited access to computer systems and data;

    c. your use of the Website; and

    d. your breach of any of these Terms of Use, or any rule, regulation, guideline or policy of OCRC as may be established and changed from time to time and posted on the Website.

    Disclaimers
    YOU UNDERSTAND AND AGREE THAT:
    A. USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED STRICTLY ON AN "AS IS", "AS AVAILABLE" BASIS. OCRC DOES NOT WARRANT, REPRESENT, GUARANTEE OR COVENANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES OCRC MAKE ANY GUARANTEE, WARRANTY, REPRESENTATION OR COVENANT AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR SERVICE ON THE WEBSITE. OCRC WILL NOT BE RESPONSIBLE FOR YOUR INABILITY TO EXECUTE A TRANSACTION OR OBTAIN GOODS RELATED TO ANY SUCH TRANSACTION, FOR WHATEVER REASON.

    B. THE DOWNLOADING OF MATERIALS FROM THE WEBSITE IS DONE AT YOUR OWN RISK. OCRC DOES NOT AT ANY TIME REPRESENT, COVENANT, GUARANTEE OR WARRANT THAT SUCH MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM AND DATA AND YOU ARE RESPONSIBLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THE WEBSITE.

    Limitations
    IN NO EVENT SHALL OCRC BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY OR PUNITIVE DAMAGES OR LOSSES, OR DAMAGES FOR LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR LOSS OF OR DAMAGE TO PROPERTY, OR CLAIMS OF THIRD PARTIES, OR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE USE OF THE WEBSITE, THE USE OF ANY OTHER SITE OR PAGE ACCESSIBLE FROM THE WEBSITE OR THE ACQUISITION OR USE OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF OCRC ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO ANY SUCH USE OR ACQUISITION EXCEED THE REPLACEMENT COST OF ANY SUCH INFORMATION. To the extent that some jurisdictions do not allow exclusions or limitations on some categories of damages, these exclusions or limitations may not apply to you.
    THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, DELAY, CLAIM OR LIABILITY.

    Schedule “C”
    to the Data Subscription Agreement between the OCS and Subscriber

    List of Participating Authorized Stores (See page 1 of Data Subscription Agreement.)

    Each participating Retail Store will receive a separate account number and login information for the receipt of data at the retail store level.

  • IN WITNESS whereof the parties hereto have duly executed this Agreement.

  • ONTARIO CANNABIS RETAIL CORPORATION

  • Per:

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