terms of service & privacy

Please read these Terms of Service carefully as they contain important information about your use of the “Services” as defined herein. By accessing or using the Canadian Soil Exchange's Services, you, the Client, agree to comply with and be bound by these Terms.

THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS OF YOUR RIGHTS. READ AND CONSIDER ALL THE TERMS OF THIS AGREEMENT.

Conditions of Use

The Canadian Soil Exchange will provide these Services to you, the Client, which are subject to the conditions stated below in this document. Every time you, the Client, visit our website, are in communication with one of our team members, use the Services, you, the Client, accept and confirm the enclosed conditions.

1.1 Our Website

The Canadian Soil Exchange’s products, features and offerings are available online through mobile applications, and webpages. These Terms apply to any Site(s) on which they are posted or related to the Canadian Soil Exchange. The material, including without limitation information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, and other content contained in or delivered via the Services or otherwise made available by the Canadian Soil Exchange in connection with the Services is the "Site Content" (or "Content").

1.2 Our Company

When these Terms use the term "team member," the Canadian Soil Exchange means a project coordinator using the Services to create the projects displayed on the website under “Fill Site” for you, the Client, using the Services.

When these Terms use the term "Canadian Soil Exchange," "we," "us," or "our," that refers to 2336867 Ontario Inc, operating as the Canadian Soil Exchange and its affiliates, and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees.

When these Terms uses the term “client” it is referring to you, the Client, who has agreed and accepted to use the Services.

1.3 What the "Terms of Service" Means

These Terms of Service and the other documents referenced in them comprise the Canadian Soil Exchange’s Terms. These Terms are a legally binding agreement between you, the Client, and the Canadian Soil Exchange governing your access to and use of the Services. If you, the Client, do not agree to these Terms, do not use, or access the Services. If you, the Client, will be using the Services on behalf of an entity (such as on behalf of your employer, or a corporation, or partnership), you, the Client, agree to these Terms on behalf of that entity and its affiliates and you, the Client, represent that you, the Client, have the legal authority to do so. In such case, "you" and "your" will refer to that entity as well as yourself.

2. The Canadian Soil Exchange's Services and Role

The Canadian Soil Exchange's Services are to provide an information conduit between those looking to deposit soil, and those looking to accept soil on their lands in accordance with all applicable Environmental Laws and Municipal By-laws. By utilizing the Services, you, the Client, shall have the ability to advertise your interest in acting as a recipient of soil, or a depositor of soil, respectively. The Canadian Soil Exchange shall operate the Services to promote the interests of its Clients in seeking a suitable counterparty to match the interest expressed by you, the Client. The Client acknowledges that the Client interest expressed, known as a “Fill Site” may be transferred to an interested counterparty in exchange for valuable consideration being paid to the Canadian Soil Exchange, without any payment or consideration being passed to you, the Client, in respect of the aforesaid expression of interest.

3. Client Responsibilities

By accessing the Services provided by the Canadian Soil Exchange, you, the Client, acknowledge that you are responsible for adhering to all applicable Environmental Laws and Municipal By-laws concerning the transfer and receipt of soil and that you will have acquired all the mandated approvals prior to any transfer or receipt of soil.

3.1 Soil Analysis Reports

It is the responsibility of the soil transferor Client to provide Soil Analysis Reports to the soil recipient Client. Therefore, you, the Client, hereby acknowledge and confirm that the Canadian Soil Exchange cannot be held accountable for the soil contents of your property, past, present, or future, and that the Canadian Soil Exchange has not prepared nor provided any Soil Analysis Reports, or other representation as to the environmental condition or the presence or absence of any Contaminant as defined in the Environmental Protection Act (Ontario) or any successor legislation. You, the Client, shall confirm that you, the Client, have independently confirmed the environmental status of any and all soils being transferred and are in no way relying upon the Canadian Soil Exchange for any representation, warranty or other, in respect of the environmental condition of the soils being transferred. The Canadian Soil Exchange is a technology platform only and shall have no responsibility to any Client or Governmental Authority in respect of the environmental condition of the soil, whether known or unknown to The Canadian Soil Exchange, its employees, agents, successors or assigns.

THE CLIENT WHETHER A SOIL DEPOSITER OR A SOIL RECIPIENT JOINTLY AND SEVERALY, HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE THE CANADIAN SOIL EXCHANGE FROM, AND AGREE NOT TO SUE THE CANADIAN SOIL EXCHANGE IN RESPECT OF ANY AND ALL DAMAGES, LOSSES, LIABILITIES, CLAIMS, COSTS AND EXPENSES (INCLUDING LEGAL FEES) OF ANY KIND WHATSOEVER AND HOWSOEVER ARISING (INCLUDING, WITHOUT LIMITATION, IN RESPECT OF ENVIRONMENTAL CONDITION, ENVIRONMENTAL CONTAMINATION, DEATH, INJURY, LOSS OR DAMAGE TO ANY PERSON OR PROPERTY, OR ANY OTHER LOSS OR DAMAGE) THAT ANY PARTY MAY SUFFER OR INCUR, OR ALLEGE TO SUFFER OR INCUR, ARISING IN ANY WAY OUT OF THE PARTIES PARTICIPATION IN THIS AGREEMENT OR USAGE OF THE SERVICES DUE TO ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ACTIVE OR PASSIVE NEGLIGENCE, IMPRUDENCE, LACK OF SKILL, ERROR OF JUDGMENT, BREACH OF CONTRACT OR BREACH OF STATUTORY DUTY OF CARE ON THE PART OF THE CANADIAN SOIL EXCHANGE, OR THE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OF THE CANADIAN SOIL EXCHANGE.

3.2. Permits

You, the Client, must acquire applicable permits from your municipality and/or conservation authority for your property and provide these to the Canadian Soil Exchange before your project can officially begin. If a permit to obtain fill is not required, a letter or email from the applicable authority indicating such waiver must be provided to the Canadian Soil Exchange. Otherwise, no fill can be delivered. Any costs incurred to acquire permits are the responsibility of you, the Client.

3.3 Insufficient Permits and/or Interruptions

Once you, the Client, have provided your approval permit documentation to the Canadian Soil Exchange, your project will be considered active. From that point forward, should a regulatory authority deem that your project has insufficient permits in place to continue, you, the Client, may be required to pay the Canadian Soil Exchange a Mobilization and Demobilization fee to offset the incremental costs incurred by the Canadian Soil Exchange and its network of service providers involved in fulfilling the specifications and regulatory requirements of your project. Weather delays causing sub-standard work conditions are permitted.

4.1 Fees and Subscription Plans

The Canadian Soil Exchange may offer plans that you, the Client, can sign up for that allow you, the Client, to use certain aspects of the Services, either for free or for a fee. The Canadian Soil Exchange may change Subscription Plans by offering new services for additional fees and charges and adding or amending fees and charges for existing Subscription Plans in its sole discretion. Any change to a Subscription Plan’s pricing or payment terms will become effective in the billing cycle following notice of such change to you, the Client, as provided in these Terms.

4.2 Billing and Payment

For any paid Subscription Plan, you, the Client, agree to make payments, and the Canadian Soil Exchange may automatically charge your Payment Method, as described below. If you, the Client, elect to use a paid Subscription Plan, you, the Client, agree to the pricing and payment terms specified at checkout, as otherwise posted, or communicated to you, the Client, as they may be updated from time to time. You, the Client, must provide the Canadian Soil Exchange with a current, valid, accepted Payment Method. When you, the Client, initiate a purchase transaction, you, the Client, authorize the Canadian Soil Exchange to provide your payment information to third parties to complete your transaction and to charge your Payment Method, for the type of transaction you, the Client, have selected (plus any applicable taxes and other charges) and any applicable recurring charges as described below. You, the Client, will pay applicable taxes, if any, relating to any such transaction and are also responsible for any payment-related fees such as wire transfer fees, and foreign transaction fees. The Canadian Soil Exchange currently uses Stripe as its third-party service provider for credit card payment services, and by using the Canadian Soil Exchange you, the Client, agree to be bound by Stripe’s Services Agreement, available at stripe.com/en-ca/ssa. If your payment is not successfully settled for any reason, you, the Client, remain responsible for any amounts not remitted to the Canadian Soil Exchange. All payments for transactions are non-refundable and non-transferable except as expressly provided in these Terms.

4.3 Renewals

Your subscription continues until cancelled by you, the Client, or the Canadian Soil Exchange terminates your access to or use of the Services in accordance with these Terms. All Subscription Plans will automatically renew until cancelled by you, the Client, for renewal terms equal in length to the original Subscription Term. You, the Client, can cancel your Subscription Plan at any time. Please note that you, the Client, must cancel your Subscription Plan before it renews for a subsequent month to avoid being charged for the next month’s Subscription Plan. If you, the Client, cancel your Subscription Plan, the cancellation will become effective at the end of the then-current Subscription period, and then terminate without further charges. To cancel your Subscription Plan, contact the Canadian Soil Exchange at support@cdnsoilex.ca. By agreeing to these Terms and electing to purchase a Subscription Plan, you, the Client, acknowledge that your Subscription Plan has recurring payment features and you, the Client, accept responsibility for all recurring payment obligations prior to cancellation of your Subscription Plan by you, the Client, or the Canadian Soil Exchange.

4.4 Refunds

Refunds will not be provided for any fees or Subscription Plans. The Canadian Soil Exchange does not provide credit, refunds, or prorated billing for any Subscription Plans that are cancelled mid-month. In such a circumstance, you, the Client, will continue to have access to your Subscription Plan until the end of the billing cycle.

5.1 Mobile Applications

The Canadian Soil Exchange may make available software to access the Services via a compatible mobile device, Mobile Applications. You, the Client, may incur mobile data charges from your wireless provider in connection with the Mobile Applications, and you, the Client, agree that you, the Client, are solely responsible for any such charges. The Canadian Soil Exchange will grant you, the Client, a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications on one or more mobile devices owned or leased solely by you, the Client, solely in accordance with these Terms. You, the Client, acknowledge that the Canadian Soil Exchange may from time-to-time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications that you, the Client, are using on your mobile device. You, the Client, consent to such automatic upgrading on your mobile device and agree that the terms and conditions of these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof. The Canadian Soil Exchange or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you, the Client, to transfer any of the rights, duties, or obligations hereunder, except as expressly provided for in these Terms, is void.

5.2 App Store Terms

If you, the Client, acquire any Mobile Applications from any third-party app store: (i) you, the Client, acknowledge that these Terms are between you, the Client, and the Canadian Soil Exchange only, and not with such third-party; (ii) your use of such Mobile Applications must comply with such third-party’s then-current app store terms and conditions; (iii) such third-party is only a provider of the app store where you, the Client, obtained such Mobile Applications; (iv) the Canadian Soil Exchange, and not such third-party, are solely responsible for its Mobile Applications; (v) such third-party has no obligation or liability to you, the Client, with respect to such Mobile Applications or these Terms; and (vi) you, the Client, acknowledge and agree that such third-party is a third-party beneficiary to these Terms as it relates to such Mobile Applications.

6. Privacy

The Canadian Soil Exchange cares about the privacy of its users. By using the Canadian Soil Exchange, you, the Client, acknowledge that the Canadian Soil Exchange may collect, use, and disclose your personal information and aggregate and/or anonymized data as set forth in its Privacy Policy, available at policy.cdnsoilex.ca/privacy-policy, and acknowledge that you, the Client, may have your personal information collected, used, transferred to and processed in Canada.

7.1 Limited Duration

These Terms apply to you, the Client, as soon as you, the Client, access the Services by any means, and continue in effect until they are terminated by the Canadian Soil Exchange.

7.2 Breach of Terms and/or Legal Violation

The Canadian Soil Exchange may terminate your right to use the Services at any time (a) if you, the Client, violate or breach these Terms; (b) if you, the Client, in the sole and unfettered opinion of the Canadian Soil Exchange misuse or abuse the Services, or use the Services in a way not intended or permitted by the Canadian Soil Exchange; or (c) if allowing you, the Client, to access and use the Services would violate any applicable Federal or Provincial laws, rules or regulations. The Canadian Soil Exchange may choose to stop offering the Services, or any portion of the Service, or modify or replace any aspect of the Service, at any time. The Canadian Soil Exchange will use reasonable efforts to provide you, the Client, with notice of its termination of your access to the Services. You, the Client, agree that the Canadian Soil Exchange is not to be liable to you, the Client, or any third-party as a result of its termination of your right to use or otherwise access the Services.

8. Release and Indemnification

You, the Client, hereby forever release the Canadian Soil Exchange from any and all claims made by you, the Client, or your agent; and shall indemnify and hold harmless Canadian Soil Exchange, and it’s officers, directors, agents, assigns, and employees from any and all claims, of any nature, by any party or counterparty or Client that is not you, the Client, howsoever arisen (whether direct, indirect, incidental, consequential or otherwise), from your use of the Services, or from the delivery or receipt of any soils transferred to you, the Client. You, the Client, acknowledge that you, the Client, have had the opportunity to conduct all required diligence related to your acceptance or delivery of soil, or your use of the Services generally.

9. Limitation of Services

To the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. You, the Client, confirm that you, the Client, are not acting as a “Consumer” as defined under the applicable Consumer Protection Act applicable in your jurisdiction. The Services are provided on a commercial basis and are not Consumer Agreements.

The Canadian Soil Exchange makes no representation as to the availability, suitability, or merchantability of the Services. The Canadian Soil Exchange makes no representation that your expression of interest shall be entertained by a suitable counterparty, or that a counterparty is available to meet your interest.

10. Contact Us First

If you, the Client, have a question or concern about the Services, please contact us first at support@cdnsoilex.ca.

11. Modifications to the Terms or Services

The Canadian Soil Exchange may modify or update these Terms from time to time, and you, the Client, should review this page periodically. When the Canadian Soil Exchange changes these Terms in a material manner, the Canadian Soil Exchange will inform you, the Client, about them by doing one (or more) of the following (a) posting the changes through the Services; (b) sending you, the Client, an email, or message about that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Services effective as of the start of your access to or use of the Services, even if such access or use began before publication of these Terms. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Service. If you, the Client, do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) the Services.

12. Entire Agreement

Except as otherwise set forth herein, these Terms constitute the entire agreement between you, the Client, and the Canadian Soil Exchange and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you, the Client, and the Canadian Soil Exchange on the subject matter hereof, other than any written agreement for Services between you, the Client, and an authorized officer of the Canadian Soil Exchange relating to a specified event or events.

13. Applicable Law and Jurisdiction

These Terms are governed by the laws of the Province of Ontario or the Federal Laws of Canada, as applicable.

This Agreement shall be binding upon the heirs, executors, administrators, successors, and permitted assigns of each party to this Agreement.

Any part, provision, representation, or warranty of this Agreement, which is prohibited, or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.