1. Accounts, PSLs, RSA Tokens. You are required to establish an account in order to use the Services (the “Account”) and provide the details necessary in the set up process. Your Account administrator (“Administrator”) is responsible for enabling users to use the Services under your Account. You are responsible for the security of your Account, including keeping your user name and password (“Credentials”) confidential, and you assume financial responsibility for all activities conducted and purchases made under your Account. You are responsible for notifying us immediately upon becoming aware that, or suspecting that, your Credentials have been corrupted, damaged or lost, or that the security of your Credentials have otherwise been compromised. We reserve the right to require the reset of passwords from time to time. You are solely responsible for ensuring that any laws, regulations or other requirements with respect to the handling of trust funds are complied with. Accounts are subject to cancellation without notice at the discretion of Teranet Inc. (“Teranet”, “us”, “we”) in accordance with rights and obligations of Teranet as a service provider to Her Majesty the Queen in Right of Ontario (“Province of Ontario”).
(a) divulge to any other person or entity, share with any other person or entity, nor permit any other person or entity to use, your Account or Services access Credentials, including without limitation, a user ID or password;
(b) use any other user’s account or Services Credentials;
(c) abuse, misuse, misapply or mishandle your Credentials;
(d) sub-license your access to the Site, Services or the Contents;
(f) infringe any copyright, patent, trade-mark or trade secret of Teranet or its licensors or suppliers;
(g) use the Site, the Services or the Content in a service bureau, bulk sales, computer service or timesharing business;
(h) use the Site, the Services, the Database or the Content to create a database in electronic or other format or for the purposes of data aggregation or dissemination (otherwise than for your own legitimate internal archival use), whether through electronic “scraping” methods, bots or otherwise;
(i) attempt to violate the security of the Site, the Services and the Database, including without limitation, (i) by attempting to log into an account which you are not authorized to access; or (ii) by attempting to interfere with the Site, Services and the Database through means of a virus or other harmful or deleterious programming routines, by overloading a server or by any other means;
(j) resell or otherwise commercially exploit the Site, the Services, the Database or any Content or any data components therein;
(k) copy, extract, reproduce, republish, upload, post, transmit, frame or distribute the Content in any way or by any means whatsoever, except that a copy of such materials may be printed and saved for personal, non-commercial use only, along with a copy for backup and archival purposes, provided all copyright and other proprietary notices are maintained; nor
(l) use an Account, Credentials, the Site, the Services, the Database or the Content in connection with the commission of any criminal act or any act otherwise contrary to law or regulation.
4. Unauthorized Merging. You shall not merge or attempt to merge, link or interface the Site, the Services, the Database or the Content with any other system.
5. Access. Content will be made available on a record-by-record basis for the prescribed fees established by Teranet, as approved by the Province of Ontario, as applicable, from time to time, plus applicable taxes, as they may be amended or revised from time to time.
6. Payments. Payments for all charges, fees and taxes for the payment of applicable Services and Content related charges and fees, such as registration fees (including statutory fees and service fees), applicable taxes, interest and the amount, if any, of any bank charges incurred by Teranet as a result of Teranet’s access to your credit or bank accounts (collectively, the “Charges”) can be made by way of your Teranet Deposit Account or direct from a credit card. You waive any requirement of pre-notification of the amount and timing of bank charges incurred by Teranet as a result of Teranet’s access to your credit or bank accounts.
7. Teranet Deposit Account. You may establish and provide authorization for payments by way of a deposit account funded by you by way of credit card and held by Teranet (“Teranet Deposit Account”) as set out in Section 8 below. Your Teranet Deposit Account will be accessed by Teranet for payment of any charges, fees or taxes as specified from time to time by Teranet. We reserve the right to reject any service requests filed while there are insufficient funds available by way of your Teranet Deposit Account or require you to use an alternative payment method.
9. Statutory Fees. Statutory fees shall be collected from you by Teranet, and Teranet shall remit the required payments to the Province of Ontario. You acknowledge that Teranet is acting as an agent of the Province of Ontario and that the Province of Ontario shall have recourse for any unpaid statutory fees.
10. Interest. Outstanding charges, fees and taxes will be subject to interest a rate of a one percent (1%) per month.
12. Confidential and Proprietary Information. The Site, the Services, the Database and Content contain confidential, proprietary and trade secret information. You acknowledge that a great deal of effort, analysis and selection has gone into creating the Site, the Services, the Database and the Content and the various components thereof. Unauthorized access to, or use, reproduction and/or distribution of, the Site, the Services, the Database, the Content or any portion of them will be prosecuted to the maximum extent of the law and may result in serious civil and criminal penalties. When access to the Site, the Services, the Database and the Content is in your control, you shall use reasonable care in their access, use and storage.
13. Title. The Site, the Services, the Database, the Content and their associated systems and documentation are proprietary and are protected by copyright and other intellectual property laws. All title and property right in and to the Site, the Services, the Database and the Content and their associated systems and documentation shall at all times remain with Teranet and its licensors (including, without limitation, the Province of Ontario) and suppliers.
15. Availability. We will use reasonable efforts to make Services available during the times posted on the Sites, except during maintenance window periods as required from time to time. We will use reasonable efforts to provide you with notice of planned maintenance activities in advance. We will use commercially reasonable efforts to schedule Service maintenance for weekends and other off-peak hours.
20. Refunds on Termination. In the event that this Agreement is terminated for any reason whatsoever, Teranet shall render to you a final statement of outstanding Charges. Any such outstanding amount shall be immediately due and payable by you, and Teranet may arrange for payment to be taken from: (a) your credit or debit cards; or (b) your Teranet Deposit Account. After payment in full of all amounts due, Teranet shall return the balance, if any, in your Teranet Deposit Account to you.
22. No Warranty by the Province of Ontario. You acknowledge that the Province of Ontario makes no warranties, express or implied, with respect to the Site, the Services, Database or any Content supplied by or through the Site or Services. The Province of Ontario shall not have any liability to you or any other person or entity for any direct, indirect or incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss, even if the Province of Ontario has been advised of the possibility of such damages; or for claims by a third party. This Section shall apply whether or not the liability results from a breach of a fundamental term or condition or a fundamental breach. You acknowledge that Teranet accesses records filed with the Province of Ontario and this clause is included for the benefit of and can be relied on by the Province of Ontario.
23. DISCLAIMER. UNLESS EXPRESSLY OTHERWISE PROVIDED IN SECTION 22, THE SITE, THE SERVICES, THE DATABASES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TERANET GROUP, DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITE, THE SERVICES AND ALL CONTENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, CURRENCY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW OR BY STATUTE, OR BY USAGE OF TRADE OR COURSE OF DEALING. THE TERANET GROUP DOES NOT WARRANT THAT THE OPERATION OF THE SITE, THE SERVICES OR THE DATABASES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER OR THE DATABASES THAT MAKES THE SITE, THE SERVICES AND CONTENT AVAILABLE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. The Site is controlled and operated at offices in Toronto, Ontario, Canada. Certain Content may be hosted on computers in other jurisdictions. Teranet makes no representation that Content on the Site is appropriate or available for use in other jurisdictions. If you choose to access this Site, the Services, the Database or Content from other jurisdictions, you do so on your own initiative and you are responsible for compliance with local laws, if and to the extent local laws are applicable.
28. Feedback. You may send use suggestions, ideas, or other information (collectively, “Feedback”) regarding Accounts, the Site, the Services, the Database or the Content. Once submitted, Feedback becomes our property and we will be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation to you. By providing Feedback, you assign all copyright in and to the Feedback and waive all moral rights in the Feedback in favour of us.
29. Links. There may be links on the Site which will enable you to leave the Site and connect directly to linked sites. Teranet is providing these links only as a convenience. Such linked sites are entirely independent of the Site, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by Teranet of any such site or entity, or its respective information, publications, products or services. Teranet shall not be responsible for the contents of any site linked to a Teranet site or for any link contained in a linked site. When linking to a third party site, you are leaving the privacy coverage of this Site and are subject to the privacy coverage of the third party site. Teranet cannot and does not guarantee that the third party web site privacy statement is the same or contains the same privacy statement of Teranet.
30. WIP and Files. You may upload to and store on the Site and Services certain work in progress, documents, files, data and other information (collectively, “WIP”). Where you submit any WIP, documents, files, data or other information by way of the Site or Services (collectively, the “Files”) you are solely responsible for the verification of the contents, accuracy and quality of any submitted the Files and its fitness for your intended purpose. We strongly discourage you from including any credit card details, personal health information or other highly confidential information you upload to, store on or submit by way of the Sites or Services and strongly advise you exclude or redact such information. You acknowledge that Teranet acts only as a passive conduit for the online transmission of Files and shall have no liability to you or any third party with respect to any damages resulting from a failed or inaccurately filed File. You and your users are responsible for creating and retaining backup copies of all WIP. You and your users agree that we have the right to remove (or have removed) from its servers any WIP which it believes, in its sole discretion, may damage our, our suppliers’ or our licensors’ systems, and/or expose us or our suppliers or licensors to liability, and you and your users grant access to use and our representatives to effect such removal and consent to such removal. We shall notify you within one 1 business day of any such removal. You and your uses waive any claim arising from any such WIP removal. You and each users represent and warrant that its WIP and Files: (a) do not and will not infringe any copyright, patent, trade-mark, trade secret or other proprietary rights or rights of publicity or privacy; (b) do not, and will not, violate any law, statute, ordinance or regulation; (c) are not, and will not be, defamatory, trade libelous, obscene or pornographic; and (d) do not, and will not, contain any viruses or other harmful or deleterious programming routines.
31. Security. While we have implemented and will maintain physical, technical and organizational measures intended to protect your WIP against accidental, unauthorized or unlawful access or disclosure, including without limitation, operational security, encryption, access control, identity management, threat management, logging and network security, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Your WIP will only be made available to those people at Teranet or its affiliates that need access. We will promptly notify you of any security incidents involving your WIP.
35. Security Policy. Use of the Site, the Services, the Database and the Content is also subject to the terms of Teranet’s Security Statement, accessible at http://www.teranet.ca/legal-notice-security-statement as amended from time to time without notice, which is incorporated herein by reference. You recognize and agree that although our security efforts are generally consistent with industry practice in Canada, your complete privacy, confidentiality and security associated with any communications between us is not yet possible over the Internet, and therefore cannot be guaranteed. As a result, the Teranet Group shall not be responsible or liable for any loss of privacy, disclosure of information, harm, damage or loss that may result from your transmission of any information to us in any connection with the Site, the Services, the Database and Content.
36. Equipment. You are responsible for the provision of a computer and any other equipment necessary for accessing the Site, the Services, the Database and the Content which meets the configuration and specifications established by Teranet from time to time. The use of such equipment shall be at your sole expense and risk. You shall bear the cost of the communications lines to the remote access point maintained by us and any applicable telecommunication and connection charges.
40. Laws. You are responsible for compliance with local laws to the extent they are applicable and you agree to comply with all applicable laws with respect to your use of the Site, the Services, the Database and the Content. You acknowledge you are responsible for ensuring your use of the Site, the Services, the Database and the Content complies with applicable laws, including Canadian privacy laws and Canada’s Anti-Spam Law (“CASL”), as it may be amended from time to time, and with any other applicable rules and regulations of the Canadian Radio-television and Telecommunications Commission and any similar or replacement body with authority to administer and enforce CASL.
Version 1.0 – February 2020