CLIENT CARE AUDIT TERMS OF SERVICE (2014)
PART A: GENERAL
1. Scope: This Agreement, as amended from time to time, governs your use of Client Care Audit’s Database and Mobile App and applies when you access or use the Services, regardless of the technology you use to access the Services. Subject to Section 2, this Agreement replaces all prior agreements between you and us for your use of Client Care Audit’s Database and Mobile App.
2. Other Agreements: This Agreement supplements any other existing and future written agreements that you have with us and any terms, conditions or disclaimers provided on our Web Site. For example, there are a variety of additional terms, conditions and disclaimers in other agreements that govern your use of Accounts and Services. If there is a conflict between a term in this Agreement and any other written agreement with us, the term of the other agreement will apply to the extent necessary to resolve the conflict.
3. Changes to this Agreement: We may change this Agreement at any time by giving notice to you. We will notify you of a change to this Agreement by posting a notice on our Web Site. Your use of Client Care Audit’s Database and Mobile App after we post the notice means that you agree to and accept this Agreement as amended. If you do not agree to a change in this Agreement, you must immediately stop using Client Care Audit’s Database and Mobile App.
4. Changes to the Services: You understand that we may add, remove or change any part or feature of the Services, including the Database, the Mobile App, the Information Services or the Web Site at any time, without giving notice to you.
5. Interpretation: Capitalized terms used in this Agreement are defined in Sections 25 and 69 below.
PART B: PASSWORDS, INSTRUCTIONS AND E-MAIL
6. Use: You must use your Email or Username and Password to access the Database. You may also be required to answer your Personal Verification Questions when accessing Client Care Audit’s Database and Mobile App.
7. Passwords: You agree to keep your Passwords and Personal Verification Questions absolutely confidential; they are for your use alone. You will not disclose to others (including a close family member, a friend or any bank or public official) what your Passwords or Personal Verification Questions are. You must carefully select your Passwords and Personal Verification Questions so that they cannot be easily guessed or reverse engineered by anyone else. When choosing Passwords or Personal Verification Questions, you must not use:
- Your name or a close relative’s name;
- Your birth date, year of birth, telephone number or address, or that of a close relative;
- User ID;
- A number on any ID card you keep in your purse or wallet (such as your social insurance number or driver’s license number);
- Any other number which can be easily obtained or guessed by someone else; or
- A password you use for any other service.
You should memorize your Passwords and Personal Verification Questions rather than keep any written record of them. However, if you decide that you truly need to keep a written record, you agree that:
- Your Password and Personal Verification Questions must be disguised within the written record you make so that no else can easily guess that it is a record of your Password or Personal Verification Questions; and
- You will not record your Password or Personal Verification Questions on your Electronic Device in any way, and you will not store your Password or Personal Verification Questions near your Electronic Device (for example, on a sticky note placed on the edge of your monitor screen or key pad).
When entering your User ID and Password and/or Personal Verification Questions into an Electronic Device, you must take all reasonable precautions to prevent others from seeing you entering this information such as by ensuring that no one can see your computer screen or key pad on your Electronic Device.
8. User ID, Password or Personal Verification Questions Becomes Known: If your User ID is lost or stolen, or you suspect that someone else knows any of your Passwords or Personal Verification Questions or is using your User ID, you must notify us by telephone or in person as soon as possible (and in any case within 24 hours after learning or suspecting such loss or use) and follow the instructions that we give to you. To report a lost or stolen User ID, you must contact Client Care Audit through their website, email or telephone. Subject to any other agreement you have with us, we will not be liable for any improper withdrawal of information from or changes against an Account or any other loss if you have not given Client Care Audit notice as required by this Section 8.
If you suspect that someone else knows any of your Passwords, your Personal Verification Questions or the corresponding answers, you must change all of your Passwords and Personal Verification Questions immediately.
9. Responsibility for Losses: You are responsible for any Losses that result from your own use of your User ID and your Passwords or Personal Verification Questions. You are also responsible for any Losses that result from any use by a third party of your User ID and your Passwords or Personal Verification Questions, including , without limitation, use by a service provider that provides an online account aggregation service, which retrieves, consolidates and presents your Accounts for the sole purpose of allowing you to view your Accounts in one place, that you authorized (contrary to Section 7) to use your User ID and your Passwords or Personal Verification Questions. Without limiting the generality of the first sentence in this Section 9, you are also responsible for any Losses that result if:
- You make an entry error when using Client Care Audit’s Database and Mobile App;
- You claim that an Account or Service was accessed by someone else but you do not co-operate fully in an investigation by us or the authorities; or
- Someone else uses your User ID without your authority but your actions (or inaction) contribute to that unauthorized use.
10. Instructions: You acknowledge that each Instruction that you provide to us is final. You agree that we may rely on your Instructions (including your electronic acceptance of this Agreement and other online agreements) as if you had provided us with a paper copy of them. You agree that you will be liable for the transactions that are conducted on your Instructions, and any Losses that may arise from these transactions. You agree that we may maintain a record of your Instructions, and, if you provide Instructions by telephone that we may record your voice or responses and you consent to such recording. Our records of your Instructions will be binding on you in a dispute, including any legal proceedings, unless you provide clear proof that our records are wrong or incomplete.
11. E-mail: E-mail sent over the Internet is not secure and may be lost, intercepted, or altered. Except as otherwise specified in another written agreement that you have entered into with
us, you agree that we are under no obligation to accept or act on any instructions you provide to us by e-mail. If you send us confidential information by e-mail, we will not be liable if it is lost or intercepted, altered or misused by someone else. If you send us an e-mail, you agree that we may (at our sole discretion) respond to you by e-mail, and provide by e-mail any confidential information that you have requested; you also agree we will not be liable if the information we provide to you by e-mail as contemplated in this Section 11 is lost or intercepted, altered or misused by someone else.
12. Use an Anti-Virus Program, Anti-Spyware Program and Firewall; Signing Off: The Electronic Device you use may be vulnerable to viruses or online attacks that seek to intercept or alter information including sensitive information that you provide through the Internet. To reduce the chances of harm, you should take all reasonable precautions, including ensuring that any Electronic Device you use to access Client Care Audit’s Database and Mobile App has an up-to-date anti-virus program, anti-spyware program and a firewall, if such security measures are available for your Electronic Device. To prevent unauthorized access to your Accounts, you must sign off of Client Care Audit’s Database and Mobile App, close your browser, or sign-off of the mobile applications used by you as soon as you finish using them.
13. Other Use of User ID/Email and Password for Online Subscriptions: You understand that your User ID/Email, together with your Password, may be used by us in order to pre-populate your personal information for the purpose of completing an online subscription form on the Web Site.
PART C: PROVISIONS FOR ONLINE DATABASE AND MOBILE APP
14. Fees: When you conduct transactions through Client Care Audit’s Database and Mobile App, you will be charged the transaction fees, charges and commissions, if any, provided under the agreements governing your Accounts and Services. These fees, charges and commissions will be deducted from your Account, or billed to you, as set out in the agreements governing your Accounts and Services. Any additional fees, charges or commissions specific to use of Client Care Audit’s Database and Mobile App will be disclosed to you online by prior notice. You acknowledge that third parties, including Internet and wireless service providers, may charge you additional fees for access to the Services using an Electronic Device.
15. No Liability for Information Services: Except as provided in Section 65 or as required by applicable law, neither we nor our Information Providers will be liable to you for Losses arising from the Information Services. As examples, neither we nor our Information Providers will be liable if the information provided does not meet your needs, or is not suitable for any particular purpose; is not timely, in sequence, or accurate; or is unavailable at any time. Our Information Providers may enforce the terms of this Agreement against you.
16. Intellectual Property Rights: All information and tools we provide online, and all software and systems used by us to provide the Services and the Web Site, are proprietary to, and owned by, us, our Information Providers and our other licensors, and are protected by intellectual property laws. You agree not to sell, distribute or commercially exploit the information or tools. You further agree not to use the information or tools except for your own personal use. Except as otherwise permitted under this Agreement, you will not do any of the following: (i) modify, adapt, translate, reverse engineer, decompile, or disassemble any software and systems used by us to provide the Services or the Web Site; (ii) copy, mirror, reproduce, distribute, publish, download, post, transmit, or create derivative works based on any of the content found, accessible, or made available to you on the Web Site or through the Services in any form or in any manner ; (iii) sell, resell, or make any commercial use of such content; and (iv) use any robots, bots, spiders, web crawlers, data mining software, or any other automated tools or data gathering or extracting software on such content or to collect any information from the Web Site or from other users of the Services. Nothing in this Agreement or on the Web Site will be construed as providing you with any right, title, and interest in or to any of Client Care Audit Inc. intellectual property rights, or to grant you any licenses, whether by implication or otherwise.
17. Access to Web Sites; No Streaming of Information: You agree that you will not use Online Database, Mobile App, the Information Services or our Web Site for an illegal or improper purpose, or take steps that could have a negative impact on, interfere with, compromise, or alter the security, integrity or functioning of our systems or that could allow unauthorized access to our systems. You further agree not to use a third party’s website, software or service to access Online Database, Mobile App, the Information Services or our Web Site, or to stream or otherwise make available any information we provide online, including any other Information Services.
18. Mobile Database: You acknowledge that access to Online Database through Mobile through an Electronic Device that restricts the amount of content available to be viewed by you may not have all of the features, functionality, information or content available through other Web Sites and you agree to regularly access Online Database, as applicable, through a Web Site other than Mobile Device or through an Electronic Device that does not have any restrictions to view any content thereon.
PART D: PROVISIONS FOR BUSINESS USE
19. Application of this Agreement to Business Use: In addition to the remainder of this Agreement, this Part D (consisting of Sections 19 to 27) will apply if Online Database and/or CCA Mobile App are used by or on behalf of a Business. In such a case:
- “You” and “your” will mean both the Business and you as an individual Business User, wherever these terms are used throughout this Agreement
- Each provision of this Agreement will apply to both the Business and to you as an individual Business User, unless the language of the provision refers only to the Business.
20. Access to Business Accounts and Services: By designating a person as a Business User, the Business is authorizing that person to view information about the Business and, if online transactions are permitted through the Services, to carry out online transactions on behalf of the Business (subject to any limits on the Business User’s access, as described in Section 28). The Business accepts the responsibility for all Losses that may arise from any unauthorized use including a Business User misusing his or her authority in any way, either purportedly on the Business’ behalf or for personal or other purposes. The Business and individual Business User will ensure that the Business User meets any eligibility or other requirements for online access that are communicated by us as part of the application process.
21. Use of User ID: For Online Database, the Business will ensure that each User ID will be used only by the individual Business User that was authorized by the Business, and to whom we issued the User ID.
22. Different Levels of Access: At the sole discretion of the Business, they may provide different levels of access to Client Care Audit’s Database and Mobile App for different categories of Business Users. For example, one category of Business Users may be able to view Account information only, and another category of Business Users may be able to view information and provide Instructions to conduct transactions. If this is the case, a Business User’s ability to use Online Database will be limited by the level of access that you provide to him or her. It is the responsibility of the Business to ensure that the level of access you provide to a particular Business User is appropriate for that person.
23. Authorized Use/Entry Errors: The Business accepts the responsibility for all Losses that result if: a Business User uses a User ID or Password, whether with or without the Business’ specific authorization in any particular instance; a Business User authorizes anyone else to use a User ID or Password; or a Business User makes entry errors.
24. Indemnity by Business: The Business agrees to indemnify and save us harmless from and against all Losses that we may incur (other than due to our own gross negligence or misconduct), including legal fees and disbursements reasonably incurred by us, arising from a breach by the Business or a Business User of any part of this Agreement, or from our acting or declining to act upon any Instruction or information given to us in accordance with this
Agreement. This indemnity is in addition to any other indemnity or assurance against loss that the Business may provide to us, and will survive any termination of this Agreement.
25. Sharing Business User IDs and Passwords: If you share your User ID among individual Business Users, a Business User may provide the User ID and Password to one or more other persons who have also been authorized by the Business and (if online transactions are permitted through the applicable Service) who have authority to sign alone on behalf of the Business, notwithstanding Sections 7, 8 and 21. In these circumstances, the Business User need not change the Password or notify us merely because the other authorized persons are using the User ID or the Password.
26. Passwords, Anti-Virus Program, Anti-Spyware Program and Firewall: The Business will ensure that each Business User follows the duties in Sections 7 and 8 of this Agreement (as modified by Section 25 if applicable), including the duty to carefully choose a Password, the duty to keep Passwords secret, and the duty to change Passwords and notify us if the Business User suspects that someone else knows a Password or is using his or her User ID. In addition, the Business will ensure that each Electronic Device that a Business User uses to access Client Care Audit’s Database and Mobile App on behalf of the Business has an up-to-date anti-virus program, anti-spyware program and a firewall, where such security measures are available for the Electronic Device.
27. Termination by Business: The Business may terminate this Agreement (and cease accessing Client Care Audit’s Database and Mobile App) at any time upon notice to us, effective a reasonable time after we receive the notice.
PART I: TERMS AND CONDITIONS FOR CLIENT CARE AUDIT
28. General: The terms and conditions of Part I apply when you use Client Care Audit’s Database and Mobile App and are in addition to the other terms and conditions set out in this Agreement. In accordance with Section 3, you confirm that we may change the terms and conditions of this Part I at anytime by posting a notice on our Web Site. Your continued use of Client Care Audit’s Database and Mobile App after such posting means you agree to the amended terms and conditions.
29. Your Promises to Us and Indemnification. You warrant to us that:
You agree to indemnify and hold harmless us from any Losses we may incur (other than due to our own gross negligence or misconduct) for breach of this warranty provision.
30. Cooperation with Investigations. You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items through Client Care Audit’s database in your possession and your records relating to such items and transmissions.
31. Termination. We may terminate your access to Client Care Audit’s Database at any time and for any reason including, but not limited to, if you breach any term of this Agreement, if you use Client Care Audit’s Database for any unauthorized or illegal purposes or you use Client Care Audit’s Database in a manner inconsistent with any procedures or instructions we establish from time to time, in which case this Agreement will continue to apply in respect of your past access.
32. Limitation of Liability. Except as provided in Section 33 or as required by applicable law, we will not be liable to you for any Losses arising from Client Care Audit’s Database which include, but are not limited to: (a) a delay in processing information; (b) requiring you to obtain another negotiable item; (c) technical difficulties or interruptions in service; or (d) your use or inability to use Client Care Audit’s Database, regardless of the cause of action, including negligence, even if we are advised of the possibility of such damages.
PART E: LIABILITY, WARRANTIES AND WITHDRAWAL OF ACCESS
33. Limitation of Liability: You understand and agree that, in addition to those limitations of liability set out elsewhere in this Agreement, we will be liable to you
only for direct damages resulting from our gross negligence, fraud or willful misconduct arising directly from the performance by us of our obligations under this Agreement and we will not be liable to you for any other damages. Also, we will not under any circumstances be liable to you for any other Losses, including indirect, incidental, special, punitive or consequential losses or damages including without limitation, loss of profits, damages for inconvenience, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or any services, including the Services, provided to you by us, even if we were advised of the possibility of damages or were negligent. These limitations apply to any act or omission of us or our officers, directors, affiliates, agents or suppliers, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort (including negligence), statute or any other doctrine of law. Gross negligence in this Section 33 means conduct (whether through action or inaction, or through words or silence) which is (a) a marked and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in our position, or (b) so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences.
34. No Liability in Certain Cases: Subject to applicable law and notwithstanding Section 33, we will not under any circumstances be liable to you for any Losses resulting from:
- Failure to sign off of Client Care Audit’s Database and Mobile App after you have finished using it, regardless of how the Service was accessed;
- Failure to comply with any of your obligations under this Agreement, including those in Sections 7, 8 and 9;
- Failure to use up to date anti-virus software, anti-spyware software and a firewall on the Electronic Device you use to access Client Care Audit’s Database and Mobile App, if such security measures are available for the Electronic Device you used;
- Government restrictions or actions
- A situation in which Client Care Audit’s Database and Mobile App is unavailable for any reason, or is available but subject to delays or errors; or
- The circumstances where we have indicated that we will not be liable or responsible or that you are responsible in Sections 8, 9, 11, 15, 20, 23, 24, 29, and 32 of this Agreement.
These limitations apply to any act or omission of us or our employees, officers, directors, affiliates, agents or suppliers, including any negligent acts or omissions of such persons, and to any Losses resulting from such act or omission, even if we were advised of the possibility of damages, regardless of the form or the basis of action, including a cause of action in contract, tort (including negligence), statute or any other doctrine of law.
35. No Warranties: Except for explicit promises we make to you in another agreement in writing, we disclaim any warranties and conditions (including any oral, implied or statutory warranties and conditions) regarding the nature, quality or character of Client Care Audit’s Database, CCA Mobile App, the Information Services, the Web Site and the Accounts and Services, including any warranties and conditions as to merchantability, operation, currency, timeliness, merchantable quality, fitness for a particular purpose, title, non-infringement, security, and accuracy. We do not represent or warrant that (i) the Services or the Web Site will meet your requirements; (ii) the Services or the Web Site will be error free or provided on an uninterrupted or continuous basis; (iii) there will be no delays, no difficulties in use, no defects, or no incompatibilities with your use of the Services or the Web Site; (iv) all deficiencies in the Services or the Web Site can be found or corrected; and (v) that the Web Site and any communication from us, whether from the Web Site, or otherwise, is free of viruses, malicious code, unauthorized programs, disable code, or other harmful components.
36. Withdrawal of Access: We may terminate this Agreement with you or withdraw your access to Client Care Audit’s Database and App at any time, without notice to you, in which case this
Agreement will continue to apply in respect of your past access. We will not be liable for any Losses or inconvenience that result from our withdrawal of your access.
Part F: Intellectual Property
37. Client Care Audit Services. As between you and Client Care Audit, Client Care Audit retains all right, title, and interest in and to the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or any of Client Care Audit’s rights or interests therein or any other Client Care Audit intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in this Agreement are reserved by Client Care Audit. You may from time to time provide suggestions, comments or other feedback to Client Care Audit with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for Client Care Audit notwithstanding anything else. You shall, and hereby do, grant to Client Care Audit a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose.
38. Customer Content. You grant Client Care Audit a limited, worldwide, non-exclusive, non-transferable license, without a right of sublicense, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content for the purpose of supporting your use of the Services and providing Services to you. Client Care Audit may also use Customer Content for the purpose of supporting and developing the Site, provided that when doing so, Client Care Audit shall only use Customer Content in an anonymized and aggregated way. Subject only to the limited license expressly granted herein, you and your Authorized Users shall retain all right, title and interest in and to the Customer Content and all intellectual property rights therein. Nothing in this Agreement will confer on Client Care Audit any right of ownership or interest in the Customer Content or the intellectual property rights there
Part G: Client Care Audit Products and Fees
40. Purchases By Authorization Form. If an Authorization Form is issued for the purchase of Services, you agree to pay all fees as and when described per the Authorization Form(s). Client Care Audit shall invoice you for the Fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all invoices shall be payable before services rendered. Any disputed amounts shall not affect payment of non-disputed amounts. You shall make payments to the entity and address set forth in the invoice.
41. Client Care Audit Single and Multi-Location Packages and Other Paid Services. For Client Care Audit Single and Multi-Location, and other paid services made available through Client Care Audit Free Trial and Client Care Audit Single and Multi-Location (“Paid Services”), you must provide Client Care Audit with a valid credit card or other forms of cash payment (e.g., PayPal) to pay for Services. If you are purchasing Client Care Audit Single or Multi-Location or Paid Services via an online purchase, you can choose to purchase on a monthly or yearly subscription. You must provide Client Care Audit with a valid credit card or PayPal account, and you authorize Client Care Audit to charge the credit card or PayPal account for the recurring subscription, as per the auto renewal terms below. In addition, you agree that Client Care Audit has permission to retain and/or share with financial institutions and payment
processing firms (including any institutions or firms Client Care Audit retains in the future) your submitted payment information in order to process your purchase. Subscription to Client Care Audit Single and Multi-Location and Paid Services are billed in advance on a monthly or yearly basis (as per the option you have chosen when you purchased Services) and are non-refundable for the subscription period they are purchased for. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Client Care Audit does not support all payment methods, currencies, or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel you authorize Client Care Audit to continue billing your credit card and/or PayPal account and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through to the end of the subscription period during which you cancel your subscription. All applicable taxes are calculated based on the billing information you provide us at the time of purchase.
42. Free Trial Period. If you sign up online for a Client Care Audit Free Trial account with a free initial trial period (the “Free Trial”), you will receive 60 days to use the software for free. To continue using our services you must upgrade to either a Single or Multi-Location package using a valid credit card or PayPal account. The Free Trial is only available to first time users of Client Care Audit Single and Multi-Location.
43. Auto-renewal and Cancellation. Client Care Audit Single and Multi-Location purchases and Paid Services are for subscriptions that renew automatically, such as monthly or annually (depending on the option chosen when you purchased Services). You agree that Client Care Audit may process your credit card or PayPal account on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription. If your paid subscription to Client Care Audit Single and Multi-Location or other Paid Services began on a day not contained in a subsequent month (e.g., your service began on January 30 and there is no February 30), Client Care Audit will process your payment on the last day of such month. You may elect to cancel or downgrade your Client Care Audit Single and Multi-Location account at any time by contacting Client Care Audit directly. If you subscribed to a monthly plan, any cancellation will only be effective at the end of the then-current billing period and no credits or refunds will be issued to you for prepaid fees.
44. Late Payment. If any amounts due hereunder are not received by Client Care Audit by the due date, then at Client Care Audit’s discretion, such charges may accrue late interest at the rate of 12% per year or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, upon 10 days’ written notice, Client Care Audit may suspend your access to the Services if Client Care Audit does not receive the amounts invoiced hereunder at the expiration of such period.
45. Taxes and Withholdings. You are responsible for paying all Taxes associated with the subscription to the Services. If Client Care Audit has the legal obligation to pay or collect Taxes for which you are responsible under this Section, the appropriate amount shall be invoiced to and paid by you, unless you provide Client Care Audit with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Client Care Audit receives an amount equal to the sum it would have received had no such deduction or withholding been made.
Part H: Term and Termination
46. Client Care Audit Free and Single and Multi-Location Services. If you sign-up for a Client Care Audit Free or Client Care Audit Single and Multi-Location account this Agreement shall
commence on the day you access the Services for the first time and shall continue until your account is cancelled and you cease using our Services.
47. Termination. If you violate the letter or spirit of these Terms of Service, abuse the Services, or otherwise create risk or possible legal exposure to Client Care Audit, Client Care Audit can terminate or suspend your Client Care Audit Account at our sole discretion. Client Care Audit will notify you by email or at the next time you attempt to access your account. You may also cancel or disable your Client Care Audit Free account at any time.
48. Effects of Termination. Upon termination of this Agreement for any reason, (i) you will immediately cease all use of the Services; (ii) you will have no further access to your accounts provided by Client Care Audit; and (iii) you will pay Client Care Audit all unpaid amounts owing to Client Care Audit.
49. Survival. Any provision of this Agreement which, either by its terms or to give effect to its meaning, must survive, and such other provisions which expressly, or by their nature, are intended to survive termination shall survive the expiration or termination of this Agreement.
PART I: OTHER
50. Definitions: In this Agreement, the following terms will have the following meanings:
- “Account” means any account you have with us
- “Agreement” means this Electronic Access Agreement
- “Business” means a sole proprietorship, partnership, corporation or unincorporated association
- “Business User” means: (i) in the case of Online Banking, an individual that has been authorized by a Business to receive a Bank Card and Password intended for Business use from us; and (ii) in the case of Wealth Management Online, an individual who has been authorized by the Business to use Wealth Management Online on its behalf
- “CCA Mobile App” means Client Care Audit App downloaded from the “Google Play Store”.
- “Mobile App” means Client Care Audit App downloaded from the “Google Play Store”.
- “Client Care Audit’s Database” means any Web Site or mobile application, specifically designed by Client Care Audit Inc. or a third party service provider, through which you may sign on to Client Care Audit’s Database and Mobile App for use through an Electronic Device
- “Electronic Device” means any electronic device that we allow you to use to access Online Banking and Wealth Management Online including, a personal computer, cellular phone, telephone, smart phone, or personal digital assistant
- “including” means including but not limited to
- “Information Provider” means a supplier who provides us, directly or indirectly, with all or part of our Information Services
- “Information Services” means any information services we may make available online, including news and information about events or third parties
- “Instruction” means: (i) an instruction that is communicated to us after Password and/or Personal Verification Question authentication through Client Care Audit’s Database and Mobile App; or (ii) an instruction relating to an Online transaction that is communicated to us after Password authentication
- “Losses” means any and all damages, claims, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), costs and expenses (including interest, court costs, reasonable fees and expenses of lawyers, accountants and other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment), including, without limitation, indirect, incidental, special, punitive or consequential losses or damages, loss of profits, loss of revenue, loss of business opportunities, or any other foreseeable or unforeseeable loss resulting directly or indirectly out of this Agreement or the Services provided to you, even if Client Care Audit Inc. was advised of the possibility of damages or was negligent
- “Password” means a confidential combination of numbers and/or letters you use to sign on to our Database and the answers to any online Personal Verification Questions you have chosen that permit you to sign on to Client Care Audit’s Database and Mobile App if you forget your password
- “Personal Account” means an Account or Service that is personal to a Business User and that is not a Business’ Account or a Business’ Service
- “Personal Verification Questions” means the questions and answers that you may be required to choose, and provide answers to when prompted, to help us confirm that you are the person accessing Client Care Audit’s Database and Mobile App
- “Service” means any product or service you can access through Client Care Audit’s Database and Mobile App which can be accessed by an Electronic Device
- “User ID” means the user ID you use to sign on to Client Care Audit’s Database
- “we“, “us” and “our” means Client Care Audit Inc. and its affiliates.
- “Web Site” means any website operated by Client Care Audit Inc., a Client Care Audit Inc. affiliate through which you sign on to Client Care Audit’s Database and Mobile App
- “you” and “your” means the customer with an Account or Service which is accessed through Client Care Audit’s Database and Mobile App, subject to the expanded definition of “you” and “your” that applies in the circumstances set out in Section 19
51. Governing Law, Etc.: Except for residents of Quebec: (a) this Agreement is governed and interpreted in accordance with the laws of the province of Ontario and the applicable laws of Canada; and (b) you agree to submit to and be bound by those laws and the courts of Ontario in the event of any dispute relating to this Agreement. For residents of Quebec: (a) this Agreement is governed and interpreted in accordance with the laws of the province of Quebec and the applicable laws of Canada; and (b) you agree to submit to and be bound by those laws and the courts of Quebec in the event of any dispute relating to this Agreement. Any judgment we obtain will not affect your obligations under this Agreement.
52. Severability: If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.
53. Quebec Only: You confirm that you prefer this Agreement and any related documents be in English. Vous confirmez préférer que cette convention et les documents s’y rattachant soient rédigés en anglais.
54. Accessing Web Site from other Jurisdictions. You acknowledge and agree that while you may access the Web Site from other jurisdictions outside of Canada, some aspects of the Services or some information on the Web Site may not be available to you in those jurisdictions. We are only offering to you Services that are legally permitted in the jurisdictions from which you access the Web Site or the Services, whether through Mobile or otherwise. If you access or use the Services or the Web Site outside of Canada, you do so at your own risk, and you bear all responsibility for compliance with any local, provincial, national, or international laws that are applicable to such access or use of the Services or the Web Site by you.
Last revised: September 2014