MinuteBox Terms of Service
These terms and conditions constitute a legal agreement (the “Agreement” or “Terms and Conditions”) between and among the sole proprietor, business entity or business organization identified in your account page used to register with MinuteBox Inc. (which may sometimes be referred to in this Agreement as “you,” “your”, or “user”), and MinuteBox Inc. (“MinuteBox”, “we,” “our” or “us”). Use of this website and the information, products and services described on this website or to be obtained through this website is subject to these Terms and Conditions, and your use of this website constitutes acceptance by you of these Terms and Conditions. If you do not agree with these Terms and Conditions, you must not use this website. We reserve the right to update and change the Terms and Conditions for any reason and without notice to you by posting updates and changes to this website. You are advised to check these Terms and Conditions from time to time for any updates or changes that may impact you.
These terms were updated on October 7, 2019.
A. Our Service
Our Service helps you create, manage, format, print, share, backup, search and categorize documents, and includes, among such other services as we may choose to provide, our scanning and digitizing minute books and uploading them to our online platform (collectively referred to as “Provided Services”, “Service” or “Services”). Our Service includes the transmission, storage, and computations upon information submitted by you or your agents on your own behalf and/or on behalf of your clients or customers (the “Content”).
You will be required to register for a service account to use the Service, and your use of the Service is permitted only if you agree to these Terms and Conditions.
We will (a) make the Services and Content available to you pursuant to this Agreement and any applicable statements of work, (b) provide applicable xstandard support for the Services to you at no additional charge, and/or upgraded support if available and purchased, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, but not limited to, the Force Majeure circumstances outlined below.
We reserve the right to require you to install or update any and all software to continue using the Service.
We will provide you with customer service to help resolve any issues relating to your use of the Service. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the billing and collection of disbursements.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
We are responsible for protecting the security of Content in our possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this information regarding you and your customers at your own risk.
We may use a two-factor authentication, biometric authentication, hardware key authentication or any other method to allow you to access this website (“Secure Authentication”) and the Services to be obtained on or through this website. Your use of the two-factor authentication process constitutes your agreement with all policies, standards and procedures that may be issued by us from time to time (the “Policies”) with respect to the use of your account. You further agree that it is your responsibility to take necessary precautions to ensure that any information of yours used to facilitate your login is kept confidential and secure. We reserve the right to restrict any login if you have violated any of the Policies, or if you have failed to pay charges when due to us.
We may provide methods of Secure Authentication that, when enabled, will not provide us with the ability to access or provide access to your data.
Client & Lawyer Privilege
We recognize that we may store, transmit, and perform work upon information that is confidential and privileged as between a client and lawyer. We acknowledge that by using the Service neither you nor your client is waiving any lawyer-client privilege, either explicitly or implicitly.
Because of how our software works, we never come into contact with or are in any way exposed to your or your clients’ data beyond the scanning and onboarding unless you explicitly add us as authorized users to your account or otherwise share that information with us, for example, in the provision of offering support or training. We do not assume any responsibility relating to that data. You are fully responsible for the security of data on your own computer or otherwise in your possession. You agree to comply with all applicable provincial, territorial and federal laws and rules in connection with your collection, use, retention, security and dissemination of any legal, personal, financial, card, or transaction information on your website.
If we believe that a security breach or compromise of data has occurred, we may require you to have a third-party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us.
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not do nor permit any third party to do any of the following:
- access or attempt to access the Service systems, programs or data that are not made available for public use;
- copy, duplicate, reproduce, republish, upload, post, transmit, sell, resell distribute or exploit in any way any material or Service from us;
- permit any third party to use and benefit from the Service via any means including a rental, lease, timesharing, service bureau or other arrangement;
- transfer any rights granted to you under this Agreement; work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law;
- perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or
- otherwise use the Service except as expressly allowed under this section.
Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize any transaction you submit that (a) we believe is in violation of this Agreement or any other agreement we have entered into, or (b) exposes you, other users of the Service, our processors or us to harm, including but not limited to fraud or other criminal acts.
Law Society Rules
The Law Societies have established guidelines, bylaws, rules, and/or regulations (“Law Society Rules”). You are required to comply with all applicable Law Society Rules that govern legal service providers. We reserve the right to amend the Agreement at any time with or without notice to you as necessary to comply with Law Society Rules or otherwise address changes in the Service.
Disclosures and Notices
You agree that we can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be deemed to be received by you within 24 hours of the time they are posted to our website or emailed to you.
References to Our Relationship
You agree that, from the time you begin using the Service until you terminate your account with us, we may identify you as a customer of us, including during any paid or unpaid pilot projects.
Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between us.
No Legal Advice
B. Getting a Service Account
A service account is required to use MinuteBox (“Account Registration”).
Account Registration may require the execution of an agreement and will be documented by an annual invoice as determined by the parties.
Top Agreement as between MinuteBox and the account holder whether an individual (sole proprietor), corporation (including but not limited to professional corporations, limited liability corporations, etc), partnership, or other business organization (“Business”).
If you register as a Business, you may also provide information about an owner or principal of the business, and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a Business to use the Service, you must enter this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as the business you represent.
Company Descriptions and Site URL
As part of your registration, you must provide the name under which you do business (which may be the business’s legal name or a “trade name”).
C. Processing Card Transactions and Receiving Your Funds
When you use one or more Services (a “Billable Event”) you give us the right to charge you for the Service(s). Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your use of the Service.
Reconciliations and Errors
Except as required by law, you are solely responsible for reconciling your Transaction History with your account bank statements. You agree to notify us of any discrepancies arising from your reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors caused by us, which you or we discover (a “Discrepancy”). In the event you are owed money by us as a result of the Discrepancy, we will issue a credit towards future transactions (a “Correction”). Your failure to notify us of a Discrepancy in your Transaction History within 60 days of when it first occurs will be deemed a waiver of any right to amounts owed to you in connection with any such Discrepancy.
If you submit an erroneous order or cause us to process transactions erroneously (an “Error”), you agree to contact us immediately. If you do, we will investigate the Error and attempt to rectify it by crediting your account as appropriate, minus any fees and costs we may have incurred in completing your order as a result of the Error, or issuing an invoice for any balance owing (also a “Correction”). We will only make a Correction if and when you notify us of an Error. Your failure to notify us within 60 days of an Error first appearing on your Transaction History will be deemed a waiver of any right you may have to a Correction.
You agree to pay our fees for providing the Services (the “Fees”). We reserve the right to revise our Fees at any time. If we increase the Fees or introduce new Fees, we will provide a 30 day notice to you before doing so.
You agree to pay all taxes and other charges imposed by any governmental authority on the Services provided under this Agreement, including, without limitation, any goods and services tax, harmonized sales tax and provincial or territorial sales tax. If you are tax-exempt, you must provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
You acknowledge that you are responsible for and will pay any penalties or fines imposed on us or charged directly to you by any financial institution as a result of your activities.
Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement. Fees for a transaction will be assessed at the time the transaction is processed Your failure to fully pay any balance you owe us on demand will be a material breach of this Agreement. You will be liable for all balances you incur with us, and will also be liable for our costs associated with collecting your balance, including without limitation legal costs, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you.
Limitation of Security Interest. For clarity, we do not assert any right to use Content in any dispute with you where the assertion of such a right would be deemed a waiver of lawyer-client privilege.
D. Termination and Other General Legal Terms
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) which will be deemed to be a Billable Event and continues so long as you use the Service or until terminated by us.
We may terminate this Agreement and close your account at any time for any reason effective upon providing you notice in accordance with the notice requirements set out in this Agreement.
We may suspend your access to the Service or terminate this Agreement, if (a) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of the Service, including without limitation credit or fraud risk, or for any other reason; or (b) you do not comply with one or more of the provisions of this Agreement.
Effects of Termination
Upon termination we will close your account and immediately discontinue your access to the Service. You will not be refunded the remainder of any Fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody after satisfaction of all Fees payable to us and disbursements owed to third parties in association with your orders will be paid to you by way of refund.
Termination does not relieve you of your obligations under this Agreement and we may continue to hold funds deemed necessary pending resolution of your obligations under this Agreement, including but not limited to chargebacks, Fees, refunds, or costs associated with investigations or proceedings.
Upon termination (a) any license granted under this Agreement will end and you will immediately cease your use of the Service, (b) any provisions of this Agreement that expressly or by implication survive termination will continue to apply to you and us, (c) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; and (d) we will not be liable to you for compensation, reimbursement, or damages in connection with (i) your use of the Service following termination, or (ii) the termination of the Service and the deletion of your information or account data.
We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service. The Service includes our website and any software and documents we provide to you.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in these Terms and Conditions. The Service is protected by intellectual property and industrial property laws. We own or have licensed all worldwide right, title and interest in and to the Service, including all Intellectual Property Rights therein.
These Terms and Conditions do not grant you any rights in or to the Service and our intellectual property rights therein.
“Intellectual Property Rights” means, on a worldwide basis, any and all: (a) rights associated with works of authorship, including copyrights, moral rights and mask-works; (b) trademarks and service marks; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
You may choose to, or we may invite you to, submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use any Ideas without any additional compensation to you, and/or to disclose any Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from sources other than you.
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement (each a “Liability”), and/or your use of the Service. You agree to reimburse your client, customer, us, and any third party specified by us (each, a “Disclaiming Entity”) for any and all such Liability.
“Claim” means a challenge to a payment that you or your client files directly with us.
We will have the final decision-making authority with respect to Claims. Where we pay for a Claim, you will be required to reimburse us for your liability. In such instance, your Liability will include the full purchase price. You will not receive a refund of any Fees.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless us, and our officers, directors, employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (a) your breach of any provision of this Agreement, (b) your use of the Service, including without limitation any Claims, fines, fees, penalties and legal fees, (c) your, or your employees’ or agents’ negligence or willful misconduct, or (d) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (each of which is also a “Liability”). If there are any amounts owed to us because of a Liability, we may immediately invoice you for those amounts or any portion of those amounts If you do not pay that invoice, we may engage in collections efforts to recover those amounts from you at your cost and expense.
Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least 18 years of age or, if you are under 18 years of age, you have obtained the consent of your parent or legal guardian to enter into this Agreement and use of the Service in the manner prescribed by us; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name used by you to register is your legal name or the business name under which you sell goods and services; (d) you and all transactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (e) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your business; and (f) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
THE SERVICE AND ALL ACCOMPANYING DOCUMENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) US; (II) PROCESSORS, SUPPLIERS, LICENSORS OR LICENSEES OF US; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES HAVE NO CONTROL OVER THE SERVICES AND RELATED PRODUCTS, AND NEITHER WE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CLIENT WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT: THAT ANY INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE LENGTH OF TIME NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE (A) ADVERTISED OR OFFERED BY A THIRD PARTY IN ASSOCIATION WITH THE SERVICE, OR (B) ANY HYPERLINKED WEBSITE, ANY SERVICE FEATURED IN ANY BANNER OR ANY OTHER ADVERTISING. NEITHER WE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR WILL IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability and Damages
IN NO EVENT WILL A DISCLAIMING ENTITY BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO US DURING THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You agree that during the term of this Agreement and for the 12 months following the termination of this Agreement, you will not, directly or indirectly, and will not assist others to, recruit, solicit or endeavor to entice away from MinuteBox (or its parent, subsidiaries, affiliates, partnerships and joint ventures, hereinafter referred to as the “Related Entities”) any person who was or becomes an employee, or customer, client or business partner of, or service provider to, MinuteBox or the Related Entities at any time prior to the termination of this Agreement. Nothing in this clause prohibits either of us from hiring any staff member that responds to a general solicitation for employment.
Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section.
This Agreement will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in Ontario except for the hypothec created pursuant to this Agreement which will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec (in each case without regard to its choice of law provisions to the contrary).
You agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of Ontario and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of Ontario. Accordingly, you hereby consent and attorn to the exclusive jurisdiction and venue of the Courts located in the Province of Ontario, and to venue within Toronto, Ontario, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). You and we hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to this Agreement. You and we each represent to the other that this waiver is knowingly, willingly and voluntarily given.
Headings are included for convenience only and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other intellectual property laws. Our failure to assert any right or provision under this Agreement will not constitute a waiver of that right or provision. No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term.
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at http://minutebox.com or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without your consent or other restriction.
Change of Business
You agree to give us at least 30 days’ prior notification of your intent to change your trade name or the manner in which you make payment during any Billing Period. You will immediately notify us of any voluntary or involuntary bankruptcy proceeding, petition, receivership, insolvency, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable law.
You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You hereby acknowledge that but for the agreement in the immediately preceding sentence, we would not have entered into this Agreement. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
Third Party service providers
You acknowledge and specifically consent to our use of third party service providers as part of the Service, and in particular you authorize us to enter into service contracts that we deem necessary or appropriate to provide the Service. The providers of said services may change from time to time, without notice being sent to you and you acknowledge that your consent is not required for us to change service providers. You authorize us to disclose to third party service providers the information necessary to receive their service. You authorize us to accept the terms and conditions including any applicable privacy policies, as determined in our sole discretion, of third party service providers we choose to employ. You waive the right to claims against us for any liability arising from the use of third party service providers, including without limitation liability for disclosure of confidential information and liability for waiver of lawyer-client privilege.
Third Party Services and Links to Other Websites
Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations otherwise available under this Agreement, including without limitation for Reversals, Chargebacks, Claims, fines, Fees, refunds or unfulfilled products and services.
Entire Agreement and Remedies
These Terms and Conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and us with respect to the provision of the Service. Unless otherwise agreed upon by the parties, in the event of a conflict between this Agreement and any other agreement with us or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these Terms and Conditions describe the entire liability of us and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity, is cumulative and concurrent and in addition to every other right.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement survives and remains in effect in accordance with its respective terms upon the termination of this Agreement.
You acknowledge and agree that this Agreement and all related documents will to be drawn up in the English language. Vous êtes d’accord que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.