CANADIAN HEALTH FOOD ASSOCIATION /
L’ASSOCIATION CANADIENNE DES ALIMENTS DE SANTE

ANNUAL MEMBERSHIP TERMS AND CONDITIONS

1.  Agreement to Annual Membership Terms and Conditions

The Canadian Health Food Association (“CHFA”) is a federal not-for-profit corporation, registered under the laws of Canada. The applicant for membership or the authorized representative on behalf of the applicant for membership (collectively, the “Member”) acknowledges that it has read and understood these Membership Terms and Conditions (“Terms and Conditions”) and hereby accepts and agrees to be legally bound by these Terms and Conditions.

READ THE TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING. BY CLICKING THE “ACCEPT” BUTTON BELOW, THE MEMBER ACCEPTS AND AGREES TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS.

IF THE MEMBER DOES NOT ACCEPT THESE TERMS AND CONDITIONS, CLICKING THE “CANCEL” BUTTON WILL SIGNIFY THE REJECTION OF THESE TERMS AND CONDITIONS AND ALL THE RIGHTS GRANTED HEREIN.

Please print a copy of these Terms and Conditions for your records.

2.  Interpretation

All terms contained in these Terms and Conditions that are defined in the CHFA by-laws  and Canada Not-for-profit Corporations Act (“Act”) shall have the meanings given to such terms in the by-laws and the Act. Words importing the singular include the plural and vice versa, words importing a gender include all genders, and references to “Party” or “Parties” means either CHFA or the Member, or both collectively.

3.  Membership

3.1           Membership Terms and Conditions – The Member shall be deemed to have joined the CHFA as a Member or continued as a Member of the CHFA as of the date of acceptance of these Terms and Conditions (“Effective Date”), with such membership continuing until the end of the then-current calendar year, at which point membership shall be subject to renewal and payment of applicable annual membership fees.

3.2           General Requirements – The Member acknowledges and agrees that:

a.  The Member’s membership rights and obligations under these Terms and Conditions are subject to the by-laws and articles of the CHFA (“Governing Documents”), as may be amended, modified or replaced from time to time by CHFA in accordance with the Act;

b.  The Member’s membership rights and obligations are also subject to the CHFA Guiding Principles (which are made available as part of the membership application) and the Privacy Policy (a copy of which is available at: https://chfa.ca/en/Privacy) (collectively, the “Policy Documents”), as may be amended, modified or replaced by time to time by CHFA; and

c.  Where there is any conflict between these Terms and Conditions and the Governing Documents or the Policy Documents, the Governing Documents will prevail.

3.3           Member Representations and Warranties – The Member represents and warrants that:

a.   The Member is a not an individual, and is a corporation, partnership or other organization registered and in good standing under the laws of the jurisdiction of its creation, engaged in a business activity relating to natural health, organic or wellness products, and has the capacity and authority to enter into and perform its obligations under these Terms and Conditions; and

b.   All information provided in the Member’s application for admission into the membership is accurate and complete.

3.4           Member Covenants – The Member covenants during the duration of the Member’s membership and these Terms and Conditions to:

a.  maintain its status as an organization registered and in good standing under the laws of jurisdiction of its creation with the capacity and authority to perform its obligations under these Terms and Conditions;

b.  abide by the provisions of these Terms and Conditions, the Governing Documents and the Policy Documents, as amended from time to time, and carry out its duties and obligations thereunder diligently and in good faith;

c.   pay all membership fees and other amounts as they become due; and

d.   hold in strict confidence, to not disclose and to note permit any authorized disclosure of Confidential Information (defined below).

4.  Membership Fees

The Member acknowledges and agrees that:

a.   annual membership fees shall be set by the directors of CHFA and are subject to change;

b.  annual membership fees may vary and such fees may be based on the nature and size of the business activities of the Member or such other criteria as determined by the directors of CHFA;

c.   all annual membership fees must be paid within one (1) calendar month of the membership renewal date;

d.  failure to pay all membership fees when due may trigger any of the following: (i) cause the Member to be in default, (ii) suspend the Member’s entitlement to vote at meetings of Members, (iii) and/or cease to be a Member. Reinstatement of defaulting Members will be subject to the process and procedures outlined in the CHFA Governing Documents, as amended from time to time;

e.  annual membership fees do not include the fees or charges paid for any products, goods or services purchased through the CHFA website, and the Member agrees to pay any amounts due in respect of any such purchases, together with applicable taxes; and

f.    in the case of resignation, all outstanding membership fees remain payable by the Member to CHFA prior to resignation.

5.  Confidentiality & Privacy

5.1           Privacy Policy – The Member acknowledges that it has received and read the CHFA Privacy Policy, as amended from time to time. The Member’s acceptance of these Terms and Conditions indicates that the Member understands and agrees to conduct themselves in a manner consistent with the CHFA Privacy Policy and failure to do so many result in the termination of the Member’s membership in CHFA.

5.2           Confidential Information – “Confidential Information” means any information that is disclosed by CHFA to the Member in connection with membership in the CHFA or pursuant to these Terms and Conditions, and that is identified as confidential at the time of disclosure or that a reasonable person would consider, from the nature of the information or the circumstances of disclosure, to be confidential. Confidential Information does not include information that (i) enters the public domain or (ii) is independently obtained by the Member, in each case free of, and without breach of, any obligation of confidentiality. Confidential Information will include, without limitation, any information shared with members that is intended for members only, such as but not limited to research/insights data.

5.3           Confidentiality – The Member agrees to:

a. hold in strict confidence, not disclose and not permit any of its representatives, affiliates, directors, officers or employees disclose the Confidential Information of the CHFA or any other Members: (i) without prior written consent of such other party; (ii) unless required by law; or (iii) unless permitted pursuant to these Terms and Conditions, Governing Documents or Policy Documents;

b.   not make use of, or permit any of its representatives, affiliates, directors, officers or employees to make use of the Confidential Information of the CHFA or any other Member except for use in the performance of these Terms and Conditions; and

c.   protect the Confidential Information of the CHFA and any other Member from disclosure by the same measures that it uses to protect its own confidential information, but in any event by not less than reasonable measures.

5.4           Exceptions – Notwithstanding anything else in these Terms and Conditions, CHFA shall be permitted to:

a.   provide to any Regulatory Authority: (i) the identity of the Member; (ii) the contact information of the Member; (iii) the status of the Member in CHFA, including whether the Member is in good standing and the extent, if any, that the Member is in arrears in remitting any annual fees; and (iv) the dates on which Membership of the Member was commenced, continued or terminated; and

b.  disclose: (i) information which a reasonable person, from the nature of the information and the circumstances of disclosure, would not consider to be confidential; (ii) that the Member is a Member of a CHFA; (iii) the nature of any complaint or dispute that may arise between the Member and CHFA; and (iv) information which has been anonymized, combined with information from other Members and/or processed to the point where the resulting information would not be considered by a reasonable person to be Confidential Information of a Member.

6.  Term & Termination

6.1           Term – These Terms and Conditions shall commence on the Effective Date and shall remain in full force and effect for the term of your membership in CHFA, unless they are terminated earlier in accordance with this Article 6, or renewed.

6.2           Default – The Member acknowledges and agrees that the occurrence of any of the following while these Terms and Conditions are in effect shall constitute a default by the Member:

a.   if the Member breaches or fails to comply with any provision of these Terms and Conditions, the Governing Documents, the Policy Documents or any applicable laws;

b.    if the Member fails to pay its annual membership fees;

c.    if the Member discloses any Confidential Information without consent and/or for any purpose other than that of the CHFA;

d.   if any representation, warranty, certification, submission or statement made by the Member to CHFA is determined by CHFA in its sole discretion to be in any respect false, inaccurate or misleading; or

e.   the board of directors of CHFA, in their sole discretion, find that the Member has not conducted itself in a manner conducive to the best interests of the CHFA.

6.3           Termination of Membership – The Member acknowledges and agrees that their interests and membership as a Member in CHFA are not transferable and will lapse or cease to exist in the manner outlined in the Governing Documents, as amended by time to time.

6.4           Termination for Convenience – The Member acknowledges and agrees that CHFA may terminate these Terms and Conditions for any reason by providing thirty (30) days notice to the Member.

6.5           Survival – The provisions of Sections 6.5, 3.3, 3.4(c) and (d), 5.3, 5.4, 7.1, 7.2 and 8.2 shall survive termination of these Terms and Conditions for whatever reason.

7.  Liability and Indemnity

7.1           Indemnity – The Member agrees to indemnify, defend and hold CHFA and its affiliates, officers, directors, employees, agents and representatives harmless from any and all claims, losses, liabilities, damages suits, actions, costs, penalties, demands, expenses and disbursements, (including reasonable attorney fees and disbursements) of any kind or nature whatsoever that may be imposed upon, incurred by or asserted or amended against CHFA, in each case, arising or alleged to have arisen, in whole or in part, out of the Member’s breach, violation or alleged breach or alleged violation of any provision in these Terms and Conditions. The Member agrees that CHFA may assume the exclusive defense and control of any matter for which the Members is required to indemnify CHFA and agrees to cooperate, at the Member’s cost, with CHFA’s defense of these claims. The Member agrees not to settle any matter without the prior written consent of CHFA. CHFA will use reasonable efforts to notify the Member of any such claim, action or proceeding upon becoming aware of it.  

7.2           Limitation of Liability – CHFA’s AGGREGATE LIABILITY (AND THAT OF ITS OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS AND CONTRACTORS) FROM ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE TOTAL AMOUNT OF ANNUAL MEMBERSHIP FEES PAID BY THE MEMBER IN THE LAST FISCAL YEAR OF MEMBERSHIP.  IN NO EVENT SHALL CHFA (OR ANY OF ITS OFFICERS, DIRECTORS, AFFILIATES, SUPPLIERS OR CONTRACTORS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF REVENUE OR LOSS OF PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

8.  Miscellaneous

8.1           Governing Law – These Terms and Conditions shall be governed and interpreted in accordance with the laws of the Province of Ontario.

8.2           Submission to Jurisdiction – The Member irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from these Terms and Conditions.

8.3           Language – Both parties confirm that it is their wish that these Terms and Conditions be drawn up in English only. Les deux parties confirment que c’est leur volonté que ces Conditions générales soient rédigés uniquement en anglais.

8.4           Headings – Any heading or subheading in these Terms and Conditions is solely for convenience of navigations and should not be used to interpret any specific provision.

8.5           Enurement – These Terms and Conditions shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

8.6           Severability – Each Section of these Terms and Conditions is distinct and severable. If any Section of these Terms and Conditions, in whole or in part, is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, then such illegality, invalidity or unenforceability attaches only to such provision and the remaining provisions of these Terms and Conditions remain in full force and effect.

8.7           Waiver – The failure of CHFA to enforce these Terms and Conditions at any time for any reasons shall not be construed as a waiver of any right to do so at any time.

8.8           Assignment – These Terms and Conditions and the Member’s membership interests are not assignable or transferable.

8.9           Notice – All notices, questions, concerns or communications required or permitted under these Terms and Conditions (each, a “Notice”) shall be in writing and shall be delivery in person, by prepaid courier services or by email to the following addresses:

8.10        Entire Agreement – These Terms and Conditions supersede any prior agreements, terms and conditions, or understandings between the Member and CHFA in respect of the subject matter hereof, whether oral or in writing.