Terms of Use

These Terms of Use (“Terms of Use”) are a legal agreement between you and The Corporation of the City of Guelph (“we,” “us,” “our”) that governs your access to and use of the ReSource Exchange at resourceexchange.ca (the “Website”), including, without limitation, any and all updates, tools, functionality, applications, bulletin and message boards, product postings, chat areas, private/direct message functions, news and events postings, forums, downloadable brochures and materials, video content and literature related to any of the foregoing (collectively with the Website, the “Service”). References to “you” and “your” mean anyone who visits, accesses, or uses the Service. Your access to and use of the Service is conditioned upon your acceptance of these Terms of Use and any additional terms that may be provided or presented to you when you use certain features of the Service, all of which are incorporated into these Terms of Use by this reference.

PLEASE REVIEW THESE TERMS CAREFULLY. BY CLICKING “I AGREE”, REGISTERING FOR AN ACCOUNTOR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS OR USE THE SERVICE, MAKE A PURCHASE THROUGH THE SERVICE, OR CLICK TO INDICATE THAT YOU AGREE TO THESE TERMS.

If you do not understand or disagree with the Terms of Use, you must immediately stop using the Site and we encourage you to contact us at KTAdmin@guelph.ca. ReSource Exchange aims to accelerate the transition of Canadian businesses towards sustainable circular sourcing models. We are happy to address any questions and to hear your comments and suggestions regarding use of the Service.

NOTICE: ReSource Exchange is an online platform through which sellers may create a listing (“Listing”) of certain products or materials (each a “Material”) available for purchase through the Service. The Service is solely an information-sharing and facilitation platform. The Corporation of the City of Guelph is not a party to any agreements entered into between buyers and sellers, nor do we have any control over the accuracy of information presented through the Service or the quality of Materials purchased by buyers from sellers through the Service. The Corporation of the City of Guelph disclaims all liability in this regard to the maximum extent permitted by applicable law.

1.  Eligibility.

Use of the Service is limited to parties that can lawfully buy and sell the Materials and can enter into and form contracts under applicable law. For example, minors are not allowed to use the Service. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which your business is registered; (b) you have all requisite right, power, and authority to enter into these Terms of Use and perform your obligations hereunder; (c) you are authorized to purchase such Materials; (d) any information provided or made available by you or your affiliates to The Corporation of the City of Guelph or its affiliates is at all times accurate and complete; and (e) your use of the Service will comply with all applicable Transaction Tax (as defined below) laws.

2.  Privacy.

Please review the ReSource Exchange Privacy Policy, which describes how we collect and handle the information you provide to us (including personal information) when you use the Service. By visiting, accessing, or using the Service, you expressly consent to the collection, use, storage, and disclosure of your information, including personal information, in accordance with the ReSource Exchange Privacy Policy.

3.  Account Registration; Access.

You may visit the Website without registering for an account (an “Account”), but you must register for an Account in order to use the Service to purchase and/or list Materials for sale. To create an Account, you must provide your name, email address, and password chosen by you. You must also provide your business name, phone number, billing address, billing phone, and other information. The password you provide is used to protect your Account. Choose a password carefully that only you have access to. If you create an Account, you must provide the Corporation of the City of Guelph with current, complete, and accurate information. Failure to maintain updated information may result in termination of your Account. You must keep your password confidential and not authorize any third party to use it or your Account. You agree that The Corporation of the City of Guelph may attribute all use of your Account to you and that you are responsible for all activities that occur under your Account. If you share your computer or device, you should sign out of your ReSource Exchange account before relinquishing control of your computer or device. You must notify the ReSource Exchange immediately if you suspect any unauthorized use of your Account or any other breach of security. Should your Account be inactive for six months, The Corporation of the City of Guelph reserves the right to close or suspend your Account. We will notify you of this closure via the email address used for Account registration.

4.  Seller Terms.

a.  Listings. As a registered user of the Service, you may create Listings. To create a Listing, you will be required to provide information about the Material you are selling, including Material name and the quantity of the Material available. By creating a Listing, you represent and warrant that you have the right and ability to sell the Material using the Service, and that the Listing is accurate, current, and complete and is not misleading or otherwise deceptive. Your Listings will be visible to other registered users. ReSource Exchange is intended to facilitate the reuse, revalorization and upcycling of products, wastage or biproducts that may have otherwise been wasted – as well as supporting goods, equipment and services that support circular business practices. We retain the right to delete any listings that do not align with these objectives. If we delete a listing we will let the poster know why it was removed. Repeatedly listing products/services that do not align with the objectives of the ReSource Exchange may result in your account being deactivated.  You may list any Material on the Service other than controlled substances unless otherwise prohibited by law. Notwithstanding the foregoing, you may not list any item or link or post any related material that (a) infringes or misappropriates any third party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent.

b.  Pricing; Transactions. By creating a Listing, you are obligated to sell the Material in your Listing at the listed price to buyers who place an order and in accordance with the terms as agreed to between you and the buyer, including method of payment, product condition, logistics, etc.. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

c.  Transaction Taxes. You agree that it is your responsibility to determine whether Transaction Taxes apply to a transaction, and that it is your obligation to properly collect, report, and remit to the appropriate tax authority all applicable Transaction Taxes ; provided, however, that you may accept documentation from a buyer claiming an exemption or exclusion from, or reduction of, Transaction Taxes as set forth in Section 5(c), below. “Transaction Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer, or sale of Materials by you on or through the Service, or otherwise in connection with any action, inaction, or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives.

5.  Buyer Terms.

a.  Purchase; Payments. The ReSource Exchange does not directly facilitate payments. Payment terms are to be determined between the buyer and seller, including the payment method and timing.

b.  Cancellations and Refunds. The City of Guelph makes no representations and warranties and does not guarantee or endorse any Materials sold or Listings posted on the ReSource Exchange and is not a party to any transaction facilitated by the platform. Any order cancelations or refund requests must be determined directly between the buyer and seller.

c.  Transaction Taxes. In connection with any transaction, you agree to pay all applicable Transaction Taxes as calculated by the seller; provided, however, that you may claim an exemption or exclusion from, or reduction of, Transaction Taxes with respect to a transaction by providing to the seller all documentation required to claim such exemption, exclusion, or reduction, including any applicable exemption or resale certificate.

6.  Transaction Risks; Safety and Quality.

The Service allows you to sell Materials to and purchase Materials from third party sellers. The Corporation of the City of Guelph does not assess the legitimacy or creditworthiness of third party purchasers or sellers, or the quality of the Materials sold by third party sellers through the Service. We have no control over the actions of any registered user. As a result, there are risks to your use of the Service, including transaction risks such as the risk of non-payment by third party purchasers and those related to the quality or integrity of the Materials sold by third party sellers. In all cases you agree to assume all risks, and The Corporation of the City of Guelph disclaims all liability arising out of your use of the Service to the maximum extent permitted by applicable law.

7. License.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service for its intended use, provided that neither the Website nor its Content is modified or downloaded (other than page caching) unless expressly authorized by us, and subject to all limitations and conditions in these Terms of Use.

You are granted a limited, revocable, non-exclusive and non-transferable right to create a hyperlink to the Website, so long as the link does not portray The Corporation of the City of Guelph, or any of its affiliates, officials, employees, agents, representatives, programs, including the Website and any Content (defined in Section 10 below), in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark as part of the link without express written permission.

8. Limitations of Use

Any unauthorized use of the Service is strictly prohibited. Any unauthorized use of the Service will terminate the license and all rights or permissions granted by these Terms of Use. You are prohibited from any use of the Service or Content that would constitute a violation of these Terms of Use or any applicable law, regulation, rule or ordinance, or that could give rise to any civil or criminal liability.

Unauthorized use of the Service and/or Content may violate applicable copyright, trademark or other intellectual property laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained within the Content on the Website. The use of any Content on any other website or in any environment of networked computers is prohibited. You are not permitted to engage in any resale or commercial use of the Website or the Content, any derivative use of the Website or its Content; or any downloading or copying of information from the Website for the benefit of another person. You may not gather, extract, reproduce and/or display on any other website or other online service, any material on or from the Website, whether or not by the use of spiders or other ‘screen scraping’ software or system used to extract data, without our express consent.

In addition to any other rights or remedies available to us, and without any liability whatsoever, we may, in our sole discretion, at any time and without notice, suspend, terminate or restrict user access to all or any component of the Website.

9. Username and Password

The Website or certain portions of it may be accessed by use of your login name and password. You are solely responsible and liable for any use and misuse of your login name and password and for all activities that occur under your login name and password. For security reasons, you must keep your login name and password confidential and not disclose them to any person or permit any other person to use them.

All login names and passwords remain our property and may be cancelled or suspended at any time by us without any notice or liability to you or any other person. We are not under any obligation to verify the actual identity or authority of the user of any login name or password.

You must immediately notify us of any unauthorized use of your login name or password, or if you know or suspect that your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised.

10. Ownership and Intellectual Property Rights

For purposes of these Terms of Use, the term “Content” includes, without limitation, information, data, text, articles, photographs, images, design, logos, buttons, icons, videos, audio clips, written posts and comments, scripts, source code, data compilations, and software and interactive features generated, provided, or otherwise made accessible on or through the Website. For the purposes of these Terms of Use, “Content” also includes all User Content (as defined below).

All Content and its compilation are protected by Canadian and international copyright and trademark laws. Unauthorized use of Content may violate copyright, trademark, and other laws. You agree that the Content may not be used, copied, reproduced, altered, distributed, republished, displayed, posted or transmitted by you in any form or by any means without our express prior written consent, which may be withheld in our absolute discretion. You acknowledge that the Content is and shall remain our property and the property of our licensors. You may not modify, participate in the sale or transfer of, or create derivative works based on any Content, in whole or in part.

11.  Feedback.

You may provide comments or feedback about your use of the Service (“Feedback”) to us at admin@resourceexchange.ca . You acknowledge and agree that all Feedback will be the property of The Corporation of the City of Guelph and that we are free to use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback without any obligations or restrictions of any kind (including payment obligations). We may periodically collect, process, and use technical, usage, and related information about your use of the Service to improve the performance of the Service.

12. User Content and Content Standards

The Website contains content added, created, uploaded, submitted, distributed or posted to or through the Website, or to us in connection with the Website, by users (“User Content”), and also may contain bulletin and message boards, chat areas, private/direct message functions, news and events postings, personal or group web pages, forums or other interactive features that allow you to upload, post, submit, publish, display or transmit User Content on or through the Website.

User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you complies with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Website is at your own risk. We do not control or endorse any User Content.

All User Content must be lawful, not “spam”, and clear of virus or other malware. Without limiting the foregoing, User Content must comply with the City of Guelph’s social media principles and guidelines found here and the Community Guidelines and Content Moderation Policy found here and the following minimum standards (collectively, the “Guidelines and Standards”):

• Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person;
• Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use;
• Not be likely to deceive any person;
• Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization; and
• Not give the impression that the user acts as an agent or representative of, or the content otherwise emanates from us or any other person or entity, if this is not the case.

We have a zero tolerance policy when it comes to objectionable content and reserve the right to monitor and edit or remove any activity or material or inactivate any account that appears to violate these Terms of Use or any guidelines for participating in an online discussion. However, please be advised that we do not undertake to review all User Content before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

13.  Intellectual Property Rights to User Content.

We do not claim ownership of User Content. However, if you post or submit User Content, you grant us an irrevocable, non-exclusive, royalty-free, right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content or material world-wide “and to publish your name and other information about you in connection with that User Content. You irrevocably waive all moral rights to such User Content. You represent and warrant that you own or otherwise control all rights to any User Content posted or submitted and that your User Content does not violate the Content Standards or these Terms of Use and will not cause injury to any person or entity. You are invited to participate further in the implementation of any of your ideas, we may choose to enter into an agreement with you regarding intellectual property or other issues which will supersede these Terms of Use.

14.  Links to Third-Party Sites and Software

The Website may contain links to websites controlled, owned, and operated by third parties not associated or affiliated with The Corporation of the City of Guelph (“third-party sites”). Links to third-party sites are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by us of the linked website or information contained in the linked website, or of their security or privacy practices. We have no responsibility for the accuracy or availability of information provided on the third-party sites and make no representation or warranty regarding any third-party sites or their contents. You acknowledge that use of any third-party sites is governed by the terms of use for those websites, and not by these Terms of Use. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party sites or resources.

If you download any software, we are not responsible or liable for any difficulties or consequences associated with downloading that software. The use of any downloaded software is governed by the terms of the applicable license agreement, if any, which accompanies that software or is provided with that software or in these Terms of Use.

15.  Support and Updates.

We have no obligation to and may not provide support for the Service. If we do provide updates, supplements, or add-on components to the Service after the date you initially use or access the Service or Content (collectively, “Updates”), these Terms of Use will apply to the Updates. If we provides additional terms along with any Update, those terms will apply to the Update. You agree that we may automatically check your version of the Service and may automatically send updates to you. We may add new features or remove existing features offered through the Service. We reserve the right to discontinue your access to Updates.

16.  Service Availability.

You may use the Service if and when it is available. We do not guarantee availability of the Service and there may be interruptions for scheduled maintenance or upgrades, repairs, or equipment failures. Certain Service features may be a pre-release version and may not work correctly or in the way a final version might work. To the maximum extent authorized under applicable law, we reserve the right to change, remove, delete, restrict or block access to, or stop providing any or all part of the Service at any time.

17.  Limitation of Liability and Disclaimer

We expressly disclaim all representations or warranties of any kind, express or implied, regarding the Service, the Website and/or Contents, all of which are provided on an "as is" and “as available” basis. We do not warrant the accuracy, completeness, currency, reliability or suitability of the Service or any Content or data, and any other products or services offered on or through the Service, including without limitation, any implied warranties and conditions of merchantability, fitness for any particular purpose, title and non-infringement and those arising by statute or otherwise in law or from a course of dealing or usage of trade. This disclaimer applies to the maximum extent permitted by applicable law in jurisdictions that limit the exclusion of implied warranties.

ALL CONTENT, MATERIALS, AND PRODUCTS YOU OBTAIN THROUGH THE SERVICE ARE PURCHASED AND ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

We assume no responsibility, and will not be liable for, any damages to, or any viruses affecting your computer equipment or other property on account of your access to, use of, or browsing on the Website or your downloading of any Content, materials, data, text, images, video or audio from the Website. Without limiting any other provision of these Terms of Use, you acknowledge and agree that we have no obligation whatsoever under these Terms of Use or otherwise to correct any defects or errors in the Website or any component of the Website (including, without limitation, the Content), regardless of whether you inform us of such defects or errors or we otherwise are, or become aware of, such defects or errors.

To the maximum extent permitted by applicable law, under no circumstances will The Corporation of the City of Guelph or any of our affiliates, officials, officers, employees and authorized representatives be liable for any loss, claim, or damages of any kind, including without limitation, general, special, direct, indirect, incidental, consequential, punitive or any other damages (including, without limitation, economic loss, lost profits, lost savings, business interruption or damages relating to data) of any kind whether in an action in contract, tort, negligence or any other legal theory, arising out of or relating in any way to the function, use or inability to use by any party any of the Service, the Website, Content or any third-party site to which the Website is linked, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, computer hacking, even if we or any of our representatives, are advised of the possibility of such damages, losses, or expenses. We are not liable for any defamatory, offensive or illegal conduct of any user. Your sole and exclusive remedy is to stop using the Service. If the foregoing limitation is found to be invalid, you agree that our total liability of for all damages, losses, or causes of action of any kind or nature shall be limited to the greatest extent permitted by applicable law.

18.  Indemnity

You agree to indemnify, defend and hold harmless The Corporation of the City of Guelph and our affiliates, officials, officers, employees and authorized representatives from and against any loss, liability, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind, including but not limited to legal and other professional fees, relating in any way to your use of the Service, the Website, the Content, your conduct in connection with the Service or in conjunction with other users of the Service, or any violation of the Terms of Use or Privacy Policy or of any law or infringement of the rights of any third party. This indemnification obligation will survive these Terms of Use and your use of the Service.

19.  Termination

If you violate these Terms of Use or other policies and guidelines posted on the Website, your license to use the Service, the Website and the Content automatically and immediately terminates and you must immediately destroy any copies you have made of the Content. You may terminate your Account or your use of the Service at any time by contacting us at the email address listed in these Terms of Use.

20.  Changes to these Terms.

We reserve the right to change these Terms of Use at any time upon notice. We may give notice by making the updated Terms of Use available in the Service or by any other reasonable means. You can review the most current version of the Terms at any time here. The updated Terms of Use are binding on you on the effective date indicated therein. If you do not agree to the updated Terms of Use, you must stop using the Service before the effective date. Your continued use of the Service after the effective date of such Terms of Use will constitute your acceptance of the updated terms.

21.  Miscellaneous Terms

The Terms of Use and any and all other legal notices or statements posted on the Website constitute the entire agreement between you and us with respect to the subject matter of these Terms of Use, and supersede any prior agreements, understandings, negotiations and discussions, whether electronic, oral or written, regarding the subject matter of these Terms of Use and may not be amended or modified except by us as set out above.

There are no representations, warranties or other agreements between us in connection with the subject matter of these Terms of Use, except as specifically set out herein or in those incorporated or referred to in these Terms of Use. No party has been induced to enter into these Term of Use in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included in these Terms of Use or in those incorporated or referred to in these Terms of Use.

No delay or failure by us in exercising any power, right or remedy or enforcing any of our rights under the Terms of Use shall be construed as a waiver of that power, right or remedy or any other rights in any way whatsoever. No waiver of any breach of any provision of these Terms of Use will be effective or binding unless made in writing and signed by us and, unless otherwise provided, will be limited to the specific breach waived and not to any other or subsequent breach.

If any provision of the Terms of Use is determined to be unlawful, void, or for any reason unenforceable, then such provision shall be severable from the Terms of Use and shall not affect the validity and enforceability of any remaining provisions of the Terms of Use.

The Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and you consent and submit to the non-exclusive jurisdiction of the courts located in the City of Toronto, in the Province of Ontario, in all disputes arising out of or relating to the use of the Service and these Terms of Use.

The headings used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

22.  Questions and Comments

We welcome any questions and comments at admin@resourceexchange.ca or through the Contact Our Team widget on this page.