Effective Date: 3.29.2022
THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS. THE FOLLOWING DESCRIBES THE TERMS ON WHICH THE COMPANY OFFERS YOU ACCESS TO OUR SITE, PLATFORM AND OTHER SERVICES.
These Terms of Use (“Terms”) are a legal agreement between you and Auxlior Capital Partners, Inc./Auxilior Capital Partners Canada, ULC together with its affiliates and partners (hereinafter collectively referred to as the “Company“, “we“, “us“, or “our“) relating to any website(s), mobile application(s), platform and Services of the Company (collectively, hereinafter referred to as the “Services“). By using any of our Services, you agree to comply with and be legally bound by the Terms, whether or not you become a registered user of any of the Services. By agreeing to the Terms you further agree to our Privacy Policy.
Accessing and/or using any of the Services is the equivalent of your signature and indicates your acceptance of the Terms and that you intend to be legally bound by the Terms. If you do not accept and agree to be bound by the Terms you must not access or use the Services.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its employees to the Terms.
You agree that it is solely your responsibility to ensure that your access to and use of the Services complies with the laws of your jurisdiction. We make no representation that the Services are appropriate for use outside Canada.
We reserve the right at any time and from time-to-time to modify, edit and update these Terms and any of our policies. You should review these Terms and all policies regularly to make sure that you are aware of any changes. Your access and use of the Services on and after the date on which we post any revised version of the Terms or any policies constitutes your acceptance of the Terms as revised as well as of any revised policies.
You are responsible for all software, hardware, Services (such as Internet service), and equipment necessary to access and use the Services, including all related expenses, if any.
Prohibited Uses
When using the Services and in all activities relating thereto, you agree not to do any of the following:
The foregoing is merely a list of examples of prohibited conduct.
Unauthorized use of the Services, including but not limited to such uses as are set out above, is a material breach of these Terms, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.
You hereby represent and warrant to us that you will utilize the Services and any content, data or other information provided to you thereby in accordance with applicable laws, being those laws applicable to the Services and those laws that are applicable in accordance with the jurisdiction where you are located. The foregoing obligation includes, but is not limited to, compliance with privacy and data security laws.
Consent to Advertisement; No Endorsements
By using the Services, you consent to us posting advertisement materials on portions of the Services. Unless expressly stated, we do not recommend or endorse any particular brand of products, Services, procedures, or other information that appears or is advertised from time-to-time on the Services.
Your Account and Your Use of Services
An account may be required to access and utilize certain portions of the Services. If you have an account for any Services you are responsible for your account: keep your password and other login information private.
All information you provide to us must be accurate and complete, including but not limited to all account information (your “Profile”). You are responsible for the security of your passwords and for any use of your account. Please immediately notify us of any unauthorized use of your password or account. Allowing any other person or entity to use your identity for posting on or using the Services is not permitted. We reserve the right to revoke or deactivate your account, username and/or password at any time.
We Are Not Responsible for Any Third Party Content, Links or Services
Third party Services that are incorporated in or linked to the Services, or provided by third party service providers for the Services, whether linked to via the Services in apps, websites or any other environment or format (collectively “External Content”), are outside of our control. We do not control, endorse, verify the truth or accuracy of, or review any External Content, and we are not responsible for such External Content, whether or not any link or reference thereto is incorporated in the Services. By using the Services, you expressly release the Company from any and all liability arising from your use of any External Content. Accordingly, when you leave the Services or submit information to any External Content accessible from the Services, the terms and conditions, privacy policy and other policies relating to such External Content will apply to you.
You acknowledge and agree that any dealings with third parties, including any merchants or advertisers, found on, or through, any Services, are solely between you and the third parties. You agree we shall not be held responsible in any way whatsoever for any loss or damage of any kind incurred through your interaction with any third parties.
Risk of Transferring Information via the Internet
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information or other data transmitted to or from the Services. Any transmission of personal information and other data is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained in the Services.
Intellectual Property Rights
We own or license all rights to the Services, including all content therein. We hereby grant you a non-exclusive, revocable, and non-assignable license right to access and use the Services in accordance with the Terms for the time period during which such Services are made available to you by the Company, solely for your personal use if you are an individual, or for the internal use of your company or organization if you are a company or organization. You may not use any of the Services for any commercial purpose, excepting for internal purposes of your company or organization if you are a company or an organization. We reserve the right to terminate or suspend your right to use the Services at any time and at our sole discretion. You cannot transfer this license, or sublicense this license, to someone else. You and other users and account holders can use the Services as permitted by the Company.
You agree not to infringe our intellectual property rights or to assist or induce any other person or entity to infringe our intellectual property rights. You may not reproduce, create derivative works of, distribute, reverse engineer, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, publicly perform or publicly display the content or the Services, or any portion thereof, or otherwise use the Services in any manner not expressly permitted in these Terms without our prior written consent. Moreover, you shall not, disable, circumvent, or otherwise avoid any security device, mechanism, protocol, or procedure implemented for use of the Services. Furthermore, you shall not assist any third party in any of the foregoing. You may, however, use the Services as they are designed and intended to be used.
If you believe any materials accessible on or from the Services infringe your valid and enforceable copyright, you may request removal of (or access to) those materials (or access thereto) from us by contacting us and providing us with information. We will review the information that you provide and may undertake the removal of such materials if it is within our ability to do so, at our sole discretion in accordance with applicable laws.
Monitoring
You acknowledge and agree that the Company has no obligation to monitor the Services or any content, Submissions, data or other information accessible through the Services, but it does have the right to monitor any Services and any content, Submissions, data or other information accessible through the Services. We may undertake such monitoring pursuant to law, regulation or other reasonable governmental requests, as well as pursuant to our own interests, at our sole discretion.
Feedback
Should you provide any feedback or commentary to us relating to the Services, our business or otherwise (collectively the “Feedback”) you hereby assign all rights, title and interest in and to such Feedback to us, including but not limited to all intellectual property rights therein and relating thereto, and you further hereby waive all moral rights therein in our favour. We reserve the right to utilize such Feedback in any manner, or to decline to utilize the Feedback in any manner, at our sole discretion. For clarity, you will not have any rights, title or interest in any use made of the Feedback, including but not limited to, any products or services developed from the Feedback.
Fees & Payments
We may, in our sole discretion, offer some or all of our Services to you free of charge, or we may charge you subscription fees or pay-for-service fees in accordance with our then-current fees included in the Services and/or any schedule, as may be provided from time to time (the “Fee Schedule”), at our sole discretion. You or a responsible third party identified to us by you are responsible for paying any applicable fees in accordance with the Fee Schedule (the “Fees”). Unless otherwise expressly indicated in the Fee Schedule, all Fees are quoted in Canadian dollars or any other currency identified in the Fee Schedule, and may be quoted so as to be exclusive of applicable taxes. All Fees are non-refundable and payable upon invoicing or demand from us.
We may charge additional fees for optional Services or functionalities of the Services. All fees are subject to change at our discretion.
We are not responsible for collecting any taxes on behalf of you or any other person. We reserve the right to charge interest on late payments of any fees owing to us and/or any user, and to use any legal means to collect late and outstanding payments, including collections agencies or court proceedings.
Fees may be collected by a third party service provider engaged by us. You are responsible for providing all information required for payment of such fees, and for compliance with such third party service provider’s terms of use and other policies and requirements. We bear no obligation or liability relating to such third party service provider or any actions or omissions of such third party service provider.
Submissions
You agree that you will not upload or transmit any communications or content, or provide us with any information, of any type that infringes or violates any rights of any party. The personal information you submit to us, or that you allow us to obtain from any third party is governed by the Privacy Policy, the terms of which shall govern in the event of any inconsistency with the Terms and if you provide us with any personal information of any third party you hereby represent and warrant that you have all requisite consents to provide us with such information for use in accordance with this Terms and our Privacy Policy.
All submissions you provide shall be in accordance with instructions in the Services and any other submissions guidelines we may provide.
With the exception of any personal data or information you submit (which shall be maintained in accordance with our Privacy Policy and with applicable Canadian and provincial privacy laws, rules and regulations), if you make any submissions on, to or through the Services, including but not limited to data, questions, comments, posts, suggestions, ideas, concepts, techniques or inventions (the “Submissions”), you make such Submissions without any restrictions or expectation of compensation or of confidentiality, and you agree that your Submissions may be used without restriction for any purpose whatsoever, within the Services or externally from the Services, and you automatically grant, or have obtained rights from the owner of such Submissions and the intellectual property relating thereto to automatically and expressly grant, the Company a royalty-free, perpetual, irrevocable, worldwide, nonexclusive license right, with a right of sublicense, to freely use the whole or any portion of such Submissions in any way, commercial or otherwise, and for any purpose whatsoever, including the right to copy, reproduce, modify, adapt, publish, transmit, translate, create derivative works from, publicly perform or display (in any media or form now known or hereafter developed), create improvements and derivative works from, develop inventions from and manufacture, sell, lease or otherwise use such inventions, marketing any product or service relating to or developed from the Submissions, communicate to the public, or otherwise use the Submissions. You further waive any and all of your moral rights in the Submissions in favour of the Company, and have caused any other owner of such Submissions and the intellectual property relating thereto to waive their moral rights in the Submissions in favour of the Company. All Submissions will be treated as non-confidential and nonproprietary at our sole discretion.
Do not provide any Submissions to us if you don’t want to give us rights to the Submissions.
Termination
Your permission to use the Services ends immediately if you violate any of clause or section of the Terms. We may place limits on, modify, or terminate your right to access and use Services and/or content at any time. This suspension or termination may involve the deletion of information, files, and other previously available content, data and/or Submissions. We reserve the right to terminate your rights to the Services without any notification to you, in our sole discretion. In the event your account is suspended or terminated, you will be contacted via email.
The restrictions imposed on you with respect to the Services, the disclaimers, and limitations of liabilities set out in this Agreement and other sections that by their nature survive, shall survive termination of this Agreement. We shall not be liable to you or to any third party for such termination.
You may terminate the Terms: (i) in accordance with any subscription agreement or other agreement in place relating to the provision of the Services to you; (iii) in accordance with any written authorization from us for termination that we provide after you provide us with a written request for termination; or (iii) if you are only accessing our website and do not have any account at any time, with immediate effect by ceasing use of the Services and uninstalling and removing all local software components thereof, if any, from your systems, including removing the Services from your mobile device, if applicable.
THE SERVICES ARE PROVIDED “AS IS”. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKE ANY EXPRESS WARRANTIES, AND WE AND EACH OF THEM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKE ANY WARRANTY THAT CONTENT OR SERVICES SATISFY GOVERNMENT REGULATIONS. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKE ANY REPRESENTATION CONCERNING THE SERVICES OR CONTENT WHEN USED IN ANY COUNTRY. NEITHER WE, NOR ANY OF OUR LICENSORS, MAY BE HELD LIABLE UNDER THE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE, OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. In such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in the terms, such exclusions and limitations will not apply to you strictly to the extent necessary to make the terms with such prohibitions.
Limitation of Liability
We cannot and do not assume any responsibility or liability for the use or misuse, by you or any third party, of the Services or any content, Submissions, data, or other information submitted, transmitted, or received via the Services.
IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED CANADIAN DOLLARS ($100).
UNDER NO CIRCUMSTANCES, AS A RESULT OF YOUR USE OF THE SERVICES, WILL WE, OR OUR AFFILIATES OR LICENSORS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DAMAGES OR HARM OR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Neither we, nor our affiliates, employees, directors, or officers, or our licensors or third party service providers, are or will be liable for any personal injury, including death, attributable to or caused by your use or misuse of the Services, or content posted or made available through or in relation to the Services.
Any limitations of your liability in the Terms do not apply to breaches of confidentiality, data security or intellectual property by you, or breaches of any of your obligations in the Terms, or any of your indemnification obligations in the Terms.
Indemnity
You agree to indemnify and hold us, our affiliates, employees, directors, officers, and our licensors harmless from any claim or demand, including attorneys’ fees, including but not limited to any made by any third party, as a result of any of the following: (1) any Submissions or other content posted or made available through the Services that is provided by you; (2) any results, harm or damages arising from your use of the Services or content posted or made available through the Services; (3) any violation of any law that occurs due to your use of the Services, the Submissions, or content posted or made available through the Services; (4) anything you do using the Services or content posted or made available through the Services; (5) any breach or alleged breach by you relating to confidentiality, privacy, data security, or intellectual property; and (6) your willful misconduct or negligence.
Remedies
IF YOU ARE DISSATISFIED WITH ANY OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING OUR SERVICES. THIS LIMITATION APPLIES EVEN IF YOUR REMEDIES UNDER THE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
Any claims under the Terms, including any and all arising in connection with your use of the Services, must be brought within one (1) year of the first date of the event giving rise to such claim. Remedies under the Terms are exclusive and are limited to those expressly provided for in the Terms.
Compliance with Investigations
We will cooperate with any investigation by any federal, provincial, or local body or any court or tribunal legitimately exercising its rights. Such cooperation may occur without any notice being provided to you.
General Legal Terms
If you have an account, additional terms may be imposed when you create and utilize the account, could be provided in writing to you by us, or may be imposed within any order form or other agreement you enter with us for the Services (the foregoing collectively the “Additional Terms”). All Additional Terms are hereby incorporated by reference into the Terms.
The Terms is the entire agreement between you and us relating to the Services. The Terms replace any prior agreements. If there is any conflict between the Terms and a mutually signed written agreement between you and us related to the Services, the signed written agreement will control.
We reserve the right to modify or discontinue our Services with or without notice to you, and you agree that we are not liable to you or any third party should we modify or discontinue any Services, and that your only recourse is to cease using the Services. Continued use of the Services following any such changes will indicate your acknowledgement of such changes and satisfaction with the Services as modified.
Other parties may have rights under the Terms. A “third party beneficiary” is another party (for example, a company) who is not directly mentioned in an agreement, but who may have some rights arising out of an agreement. For example, our licensors may be third party beneficiaries to the Terms pursuant to our agreements with them. To the extent our licensors are third party beneficiaries to the Terms, the rights and protections provided to us under this Terms inure to their benefit.
If we provide you with a translation of the English language version of the Terms, the English language version of the Terms will control if there is any conflict.
If we choose not to enforce any provision of the Terms, we retain the right to enforce it in the future. This means that the failure to enforce any provision of the Terms does not constitute a waiver of that provision. If any provision in the Terms is found to be unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
The Terms are not assignable, transferable, or to be sublicensed by you except with our prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent.
These Terms are subject to the laws of the Province of Ontario and other applicable Canadian federal and provincial laws, including privacy laws.
Contact Us
Questions or comments regarding the Services should be directed to us at: customerservice@servicehqtrs.com
© Auxilior Capital Partners, Inc./Auxilior Capital Partners Canada, ULC, 2022.