Green Book Subscription Agreement

Last Updated December 10, 2021

By purchasing a subscription for the Ontario Green Book (a "Subscription"), you agree to the terms of this subscription agreement as well as OSG’s Terms and Conditions (collectively, this "Agreement").

In this Agreement, “Green Book” means the Pocket Ontario Occupational Health & Safety Act and Regulations published by the government of the Province of Ontario from time to time.

THIS AGREEMENT FORMS A BINDING CONTRACT BETWEEN YOU, THE SUBSCRIBER ("you", "your") AND OSG INC. ("we", "us", "our", "OSG"). IF YOU DO NOT AGREE TO THESE TERMS, YOUR CHOICE IS TO NOT PURCHASE A SUBSCRIPTION OR TO TERMINATE THE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROVISIONS SET OUT BELOW.

Term

This Agreement will continue until you cancel your Subscription according to the Cancellation Terms outlined in this Agreement.

Communications

You hereby consent to our communicating with you at the email that you used when setting up your Subscription (your "Email Address"). You may change your Email Address associated with your Subscription by contacting us at info@osg.ca. We will use your Email Address for all notices to you with respect to the Subscription and it is your responsibility to ensure that your Email Address is current at all times.

Renewal and Payment

Your Subscription automatically renews each year, unless you cancel your Subscription according to the Cancellation Terms set out below, or until we notify you of cancellation or discontinuation of the Subscription product.

OSG will email you in November at your Email Address to confirm how many Green Books you need for the following year (the "Confirmation Email"). You will have until December 15 to let us know of any changes in quantity, otherwise you will be deemed to have ordered the same number of Green Books as the previous year. The time period between when we send out the order confirmation email to December 15 is the "renewal period". We will issue to you an invoice by email to your Email Address at the end of the renewal period when your order is processed.

If your order quantity changes, pricing discounts will reflect your new order quantity.

Payment for the Subscription and any services related to the Subscription must be made by credit card. Payment for the initial subscription purchase will be made at the time of sale, and subsequent charges will be processed the first week of January following the renewal period ending December 15 in accordance with your invoice.

You represent and warrant to us that (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for your purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

Pricing

The price of the products, and shipping fees will be quoted on our website and/or invoice. Product prices are in Canadian funds and exclude applicable taxes. Pricing on products is guaranteed for two calendar years and is based on the quantity agreed to during the renewal period. The two-year rate guarantee does not apply to shipping fees, which are subject to change.

If your order quantity changes, pricing discounts will reflect your new order quantity.

Product prices are subject to change after the two-year rate guarantee period is over. You will be able to view the pricing during the renewal period each year.

Availability and Delivery

Your order will be shipped within the shipping timeline set out in the Confirmation Email or your invoice, absent the occurrence of a Force Majeure Event. Typically, Green Books are delivered between mid-April to mid-May each year, subject to any timeline set out in the Confirmation Email or subsequent invoice.

In the event of a Force Majeure Event, we are not liable for the cost of any compromised or failed deliveries; however, we reserve the right to refund you for all or part of any such compromised or failed deliveries as we see fit.

Cancellation

You may cancel your Green Book Subscription at any time by emailing info@osg.ca. If we receive your cancellation request prior to shipping your Green Book, you will receive a refund for that year’s order. We may, at our sole option, require further confirmation to process a cancellation; however, we are not under any obligation to do so.

If your annual delivery has already been shipped and you would like a refund, your order will be subject to our Refund Terms, below.

Refunds

In order to receive a refund on a payment for your Green Book subscription where the product has already been shipped, you must request a refund within 30 days of shipping. You will be required to return the books at your own expense. Products must be returned in new, unopened condition within 30 days of receipt to be eligible for a refund.

Once we have received your package, you can expect to see the refund show up on your credit card in 7-14 days after we have issued the refund.

Refunds from credit card transactions can be sent back only to the original payment method. It’s not possible to send a refund to a different destination (e.g., another card or bank account).

Refunds to expired or cancelled cards are handled by the customer’s card issuer and, in most cases, credited to the customer’s replacement card. If no replacement exists, the card issuer usually delivers a refund to the customer using an alternate method (e.g., check or bank account deposit). OSG's sole liability for refunds is to credit the same credit card used for the Subscription, and OSG expressly has no liability for refunds made to an expired or cancelled card.

Events Outside Our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is due, directly or indirectly, to events outside our reasonable control (each, a "Force Majeure Event").

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

Strikes, lock-outs or other industrial action;

Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

Impossibility of the use of public or private telecommunications networks; and

The acts, decrees, legislation, regulations or restrictions of any government.

Our performance under this Agreement or any related agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations may be performed despite the Force Majeure Event.

Risk and Title

The Products are sold “FOB Shipping Point, Freight Prepaid and Added”, at your specified delivery address. Transfer of title and risk occurs when the Products are shipped.

Timelines

The expected timelines that apply to the Subscription are as set out herein unless otherwise provided for in a Confirmation Email or invoice.

Limited Warranty and Warranty Disclaimer

The remedies set forth in this Agreement are your sole remedies and OSG’s sole liability under this Agreement. OSG makes no warranties except as expressly set out herein.

THE SUBSCRIPTION AND THE PRODUCTS PROVIDED UNDER THE SUBSCRIPTION ARE PROVIDED “AS IS” AND OSG SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. OSG SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. OSG IS NOT THE AUTHOR OF ANY OF THE PRODUCTS DELIVERED UNDER THE SUBSCRIPTION, AND OSG TAKES NO POSITION AS TO THE ACCURACY OR FITNESS FOR PURPOSE OF THE PRODUCTS OR THEIR CONTENTS.

Limitations of Liability

IN NO EVENT WILL OSG BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, OR DELAY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER OSG WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OSG’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS YOU ACTUALLY PAID TO OSG UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on our posting them to our website. We will make commercially reasonable efforts to notify you of any modifications by email to your Email Address. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Subscription after the effective date of the modifications will be deemed acceptance of the modified terms.

Governing Law/Choice of Forum

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario located in London, Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.

Miscellaneous

This Agreement constitutes the entire agreement and understanding between you and us with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. There are no third party beneficiaries to this Agreement. Any notices to us must be sent to our corporate headquarters address at info@osg.ca with a copy delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us at: Attention: Legal Department, 3330 Dingman Drive, London, ON, Canada, N6E 3W8. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us and all notices shall be sent to you at your Email Address. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Subscription. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements or notice requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder. Any amounts due to OSG and unpaid when due will bear interest at a rate of 8% per annum until paid in full.