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1. Grant of Licence: ESC Corporate Services Ltd. ("ESC") grants to the subscriber through its employees ("you", "your") a non-exclusive
non-transferable licence to use this Web Site to request products and
services, solely for your business purposes, including: searches and copies
of search results, electronic filings, registrations and provision of
supplies ("Services"), only in accordance with and subject to the
terms and conditions of this Agreement.
2. Prohibitions on use: Except as you are expressly
authorized pursuant to this Agreement, you may not:
(a) use this Web Site or the Services provided
hereunder;
(b) distribute, sell, rent, sublicense, lease or
otherwise make this Web Site or the Services provided hereunder available,
directly or indirectly, for use by any other person;
(c) use all or part of this Web Site or the Services
provided hereunder to develop any derivative works;
(d) use this Web Site or the Services provided hereunder
for the purpose of commercial resale of the responses to requests for
Services except to resell the exact response received by you from ESC Corporate Services Ltd. ("ESC"), without altering its contents;
(e) file or register information that is false or misleading;
(f) alter the form (either in content or layout) or the
result of any Service;
(g) use or access this Web Site by means of a webbot,
spider, or any other means of automation; or
(h) (i) disassemble, decompile or otherwise derive
source code from the software; (ii) reverse engineer the software; (iii)
modify or prepare derivative works of the software; (iv) copy the software;
(v) rent or lease the Software; (vi) use the Software in any manner that
infringes the intellectual property or other rights of another party; or
(vii) transfer the Software or any copy thereof to another party.
3. Ownership of Intellectual Property: ESC Corporate Services Ltd. ("ESC")
owns all right, title and interest in all materials displayed or transmitted
on this Web Site, including but not limited to software, the underlying HTML
code, text, photographs, images, illustrations, video clips, audio clips,
graphics, databases and the selection and organization of information,
including copyright, intellectual property and other proprietary rights,
subject only to a Government's ownership of any information filed under a
statute and recorded in a database under the custody or control of a
Government to which ESC Corporate Services Ltd. ("ESC") has been provided access for the
delivery of Services.
4. Government Program compliance: You must comply with
any further terms and conditions imposed by any Government program upon
end-users accessing its products or services through ESC Corporate Services Ltd. ("ESC"). Such
further terms and conditions will be made available to you on this Web Site
prior to your request for a particular Service. For greater certainty,
Government program means a program authorized or maintained by a government
body. Some examples of databases maintained by Government programs are ONBIS
(the Ontario Business Information System) and the one kept for filings under
the PPSR (Personal Property Security Registration), both maintained by the
Ministry of Government Services; and NUANS®, a computer database under the authority of Industry
Canada.
5. Confidentiality: You shall hold any password and user
name for accessing the Services available on this Web Site in strict
confidence and shall not disclose such password or user name to any third
party without the prior written consent of ESC Corporate Services Ltd. ("ESC"). ESC Corporate Services Ltd. ("ESC")
reserves the right to change passwords and user names at any time, subject to
notice being given to you. You are responsible for any and all activities
that occur under your password and user name. You agree to notify ESC Corporate Services Ltd. ("ESC")
immediately of any unauthorized use of this Web Site or the Services provided
hereunder or any other breach of security.
6. Termination:
(1) This Agreement shall terminate automatically in the
event that you are in breach of any of the terms or conditions of this
Agreement.
(2) ESC Corporate Services Ltd. ("ESC") may terminate this Agreement in the
event that you fail to pay any invoice for any Services received in
accordance with the terms and conditions specified on the invoice.
(3) The provisions of Clauses 3, 8, 9, 10, 12, 14 and 15
shall survive termination of this Agreement.
7. Compatibility: You shall be solely responsible for
the selection of suitable equipment to support the use of this Web Site, the
Services and for the results obtained from such use. You acknowledge that ESC Corporate Services Ltd. ("ESC") is not responsible for any performance deficiencies due to your
equipment or network or your Internet access.
8. Disclaimer: THIS WEB SITE AND THE SERVICES ARE
PROVIDED ON AN "AS IS" BASIS. YOUR USE OF AND RELIANCE THEREON ARE
AT YOUR OWN RISK. ESC Corporate Services Ltd. ("ESC") DOES NOT MAKE, AND HEREBY EXPRESSLY
DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES OR CONDITIONS,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON?INFRINGEMENT AND TITLE, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT
LIMITATION OF THE FOREGOING AND NOTWITHSTANDING ANYTHING HEREIN CONTAINED,
(A) ESC Corporate Services Ltd. ("ESC") DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (iii)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE
ACCURATE, UP-TO-DATE OR RELIABLE, OR (iv) ANY ERRORS IN ESC Corporate Services Ltd. ("ESC")'S
SOFTWARE OR THE SERVICES WILL BE CORRECTED; (B) NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ESC Corporate Services Ltd. ("ESC") OR THROUGH THE
USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT; AND (C) NO LEGAL ADVICE OR COUNSEL IS GIVEN, OR SHALL BE DEEMED TO
HAVE BEEN GIVEN, BY THE SERVICES. YOU EXPRESSLY ACKNOWLEDGE THAT ALTHOUGH ESC Corporate Services Ltd. ("ESC") USES COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE PROTECTION OF
YOUR BUSINESS DATA, ESC Corporate Services Ltd. ("ESC") DOES NOT PROVIDE OR GUARANTEE ABSOLUTE
SECURITY.
9. Limitation of Liability: NEITHER ESC Corporate Services Ltd. ("ESC") NOR
ITS SUPPLIERS, AGENTS, OFFICERS, OR DIRECTORS SHALL HAVE ANY LIABILITY TO YOU
OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THIS WEB
SITE OR THE SERVICES PROVIDED HEREUNDER,WHATSOEVER, INCLUDING BUT NOT LIMITED
TO LOSS OF REVENUE OR PROFIT, FAILURE TO REALIZE ANTICIPATED PROFITS OR
SAVINGS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF
ESC Corporate Services Ltd. ("ESC") HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH
DAMAGES ARE FORESEEABLE; OR FOR CLAIMS BY A THIRD PARTY. ESC Corporate Services Ltd. ("ESC")'S
MAXIMUM AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS, AGENTS, OFFICERS AND
DIRECTORS TO YOU SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES
PROVIDED HEREUNDER. THE LIMITATIONS IN THIS CLAUSE SHALL APPLY WHETHER OR NOT
THE ALLEGED BREACH, DEFAULT, NON-PERFORMANCE OR FAILURE IS A BREACH OF
FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH.
10. Indemnification: You will indemnify and hold ESC Corporate Services Ltd. ("ESC") harmless from and against any and all claims, including all
legal costs, which a third party or Government may assert against ESC Corporate Services Ltd. ("ESC") by reason of or as a consequence of your use of this Web Site or your
use of the Services.
11. Modifications: ESC Corporate Services Ltd. ("ESC") may from time to
time, amend the terms and conditions for access to its Services upon notice.
The notice may be made by amending the appropriate screen on ESC Corporate Services Ltd. ("ESC")'s website which you access for Services. If you make a request for
Services after ESC Corporate Services Ltd. ("ESC") has amended the screen, you will be deemed to
have accepted the amended terms and conditions.
12. Governing law: This agreement shall be governed and
construed in accordance with the laws of the Province of Ontario, Canada and
the laws of Canada applicable therein. Any dispute arising hereunder shall be
adjudicated solely in the applicable court in Toronto, Ontario, Canada.
13. Assignment: You shall not assign or transfer this
Agreement or any of its rights or privileges granted hereunder, or any part
thereof, directly or indirectly, without the prior written consent of ESC Corporate Services Ltd. ("ESC"). Subject to the foregoing, this Agreement shall enure to the
benefit of the parties, their respective successors and permitted assigns.
14. Entire Agreement: This Agreement constitutes the
entire agreement between the parties pertaining to the subject-matter hereof
and supersedes all prior representations, warranties, agreements and
understandings, whether oral or written, express or implied. No supplement,
modification or waiver of this Agreement shall be binding unless agreed to in
writing by both parties.
15. Severability: If any provision of this Agreement is
declared by a Court of competent jurisdiction to be invalid, illegal or
unenforceable, such provision shall be severed from this Agreement and the
other provisions shall remain in full force and effect.
I have read this Agreement and I accept and agree to be
bound by its terms and conditions.
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