eService Terms and Conditions of Use
- 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.
- 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) ue 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.
- 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.
- 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.
- 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.
(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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 ensure to the benefit of the parties, their respective successors and permitted assigns.
- 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.
- 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.
Disclaimer: NUANS® is a registered Trademark owned by Industry Canada