1 Terms and conditions
These terms and conditions ("Terms", "Agreement") are an agreement between Tangible Services (“Tangible Services”, "Tangible Services", "us", "we" or "our") and you ("User", "you", “yours” or "your"). This Agreement sets forth the general terms and conditions of your use of the Tangible Services website and any of its products or services (collectively, "Website" or "Services"). This Agreement is effective from the date the you sign the client information sheet (CIF), the initial registration for services, customer/client acknowledgement of the agreement to terms and conditions, or by indicating acceptance (electronically or otherwise). For example, by clicking on “OK,” “Accept,” “Next,” or “Continue” buttons.
2 Accounts and membership
If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. We may suspend, disable, or delete your account (or any part thereof) if we determine that you have violated any provision of this Agreement or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for the foregoing reasons, you may not re-register for our Services. We may block your email address and Internet protocol address to prevent further registration.
3 User content and/or data
We do not own any data, information or material ("Content") that you submit on the Website in the course of using the Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor Content on the Website submitted or created using our Services by you. Unless specifically permitted by you, your use of the Website does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your user account for commercial, marketing or any similar purpose.
However, you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your user account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.
3.1.1 Nonuse and Nondisclosure
Each party also agrees to restrict dissemination of such Confidential Information to only those persons in their respective organizations or third-party consultants or service providers who have a need to know such Confidential Information to perform the obligations set forth in this Agreement. Each party will be deemed to have fulfilled its confidentiality obligations under this Section 3 if it affords the other party’s Confidential Information at least the same degree of care it takes in protecting its own confidential information from unauthorized disclosure (but in no event using less than a reasonable degree of care).
Notwithstanding the above restrictions, neither party will have any obligation for any nonuse or nondisclosure of Confidential Information which
- Is now or subsequently enters the public domain through means other than disclosure by a party hereto in breach of the terms of this Agreement
- Is lawfully obtained from a third party without an obligation of confidentiality
- Is independently developed by such party or is already lawfully in the possession of the receiving party free of any obligation of confidence to the other party; or
- Is required to be disclosed by law, by court order or by order of any government or administrative tribunal having jurisdiction over the recipient, provided that the recipient must, to the extent legally permitted, notify the disclosing party of any such requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure, and the recipient will reasonably cooperate with the disclosing party’s efforts to obtain such protective order. Tangible Services will use information and data submitted to Tangible Services or developed in the course of providing the Services to compile statistical data in a de-identified aggregate manner with data of third parties. This statistical data shall be the property of Tangible Services and not deemed Confidential Information of Customer. Moreover, Tangible Services will have the right to use, sell and distribute such statistical data in other areas of the Services, including and not limited to, any benchmarking features that may be available in the Application.
Upon termination or expiration of this Agreement, both parties agree to destroy all copies of written Confidential Information. Notwithstanding any of the foregoing, Tangible Services shall be entitled to keep copies of Confidential Information
- Preserved or recorded in any computerized data storage device or component (including any hard drive or database) or saved automatically to standard back-up or archival systems, and/or
- As required by applicable law or regulation; provided, that such Confidential Information shall remain subject to the confidentiality requirement of this Agreement. The disclosing party will retain all proprietary rights to the information it discloses hereunder, regardless of the expiration of the obligations set forth in this Sub-section 3.1.
We perform regular backups of the Website and Content. However, these backups are for our own administrative purposes only and are in no way guaranteed. You are responsible for maintaining your own backups of your data. We do not provide any sort of compensation for lost or incomplete data in the event that backups do not function properly. We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty.
5 Links to other websites
Although this Website may be linked to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other third-parties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.
6 Prohibited uses
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content:
- for any unlawful purpose;
- to solicit others to perform or participate in any unlawful acts;
- to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- to submit false or misleading information;
- to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
- to collect or track the personal information of others;
- to spam, phish, pharm, pretext, spider, crawl, or scrape;
- for any obscene or immoral purpose; or
- to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
7 Intellectual property rights
This Agreement does not transfer to you any intellectual property owned by Tangible Services or third-parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with Tangible Services. All trademarks, service marks, graphics and logos used in connection with our Website or Services, are trademarks or registered trademarks of Tangible Services or Tangible Services licensors. Other trademarks, service marks, graphics and logos used in connection with our Website or Services may be the trademarks of other third-parties. Your use of our Website and Services grants you no right or license to reproduce or otherwise use any Tangible Services or third-party trademarks.
8 Limitation of liability
To the fullest extent permitted by applicable law, in no event will Tangible Services, its affiliates, officers, directors, employees, agents, suppliers or licensors be liable to any person for
- Any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, sales, goodwill, use or content, impact on business, business interruption, loss of anticipated savings, loss of business opportunity) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, breach of statutory duty, negligence or otherwise, even if Tangible Services has been advised as to the possibility of such damages or could have foreseen such damages.
- The maximum extent permitted by applicable law, the aggregate liability of Tangible Services and its affiliates, officers, employees, agents, suppliers and licensors, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to Tangible Services for the prior one-month period prior to the first event or occurrence giving rise to such liability. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.
Subject to section 8, Tangible Services represents and warrants that:
- We have title to the Services or the right to grant you the rights granted hereunder; and
- Your use of the Services in accordance with the terms of this Agreement will not violate any third party’s Canadian patent, copyright or trade secret rights.
9.1 Limited Warranty
Except as stated in section 9, support and services are provided “as is” without warranty of any kind, either express or implied. Tangible Services disclaims and excludes any and all other warranties or conditions including any implied warranties or conditions of title, non-infringement, merchantability or fitness for a particular purpose, irrespective of any course of dealing or performance, custom or usage of trade. You bear the entire risk as to the quality and performance of tools used to access our services.
Tangible Services does not warrant that:
- The tools or any component thereof (like web browsers, devices, extension or third-party software) will be uninterrupted,
- The use or operation will be error or defect free,
- The tools or any component thereof will always be accessible or available, or that all application defects will be corrected.
You will be solely responsible for the selection, use and suitability of the tools used to access our services, and Tangible Services will not have any liability related thereto.
9.2 Third Party Products
The Services may contain code, content, features, functionality, and components that are provided by third-parties. In addition, electronic filing and/or other products or services used in connection with the Services may be offered through Tangible Services but will be provided by third-parties. Furthermore, the Services may require data and information from third-parties in order to work properly.
ANY SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND BY TANGIBLE SERVICES. ALL RIGHTS AND OBLIGATIONS WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS OR SERVICES SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS AND CONDITIONS OF AGREEMENTS PROVIDED BY SUPPLIERS OF SUCH THIRD-PARTY PRODUCTS OR SERVICES AND YOU HEREBY RELEASE TANGIBLE SERVICES FROM ALL LIABILITY AND RESPONSIBILITY WITH RESPECT THERETO.
You acknowledge that the Services and other proprietary information of Tangible Services are unique and that, in the event of any breach of this Agreement by Customer, Tangible Services may not have an adequate remedy at law, and will be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages.
Unless specifically stated otherwise elsewhere in this Agreement, the various rights, options, elections, powers and remedies of a party or parties to this Agreement shall be construed as cumulative and no one of them exclusive of any others or of any other legal or equitable remedy, which said party or parties might otherwise have in the event of breach or default in the terms hereof.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by telecopy or similar means of recorded electronic communication or sent by registered mail, charges prepaid as and addressed to either your billing address or Attn: Legal Department, Tangible Services, 2711 Glen Smail Road, Prescott, Ontario K0E 1T0, you agree to always provide Tangible Services with your most current contact information, including your address, phone number, fax number and e-mail address.
A party’s failure or delay to require compliance with any term of this Agreement, or to exercise any right provided herein, shall not be deemed a waiver by such party of such term or right. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, shall operate as a waiver or legally bar a party from enforcing any right, remedy or condition. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.
You agree to indemnify and hold Tangible Services and its affiliates, directors, officers, employees, and agents harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys' fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your Content, your use of the Website or Services or any willful misconduct on your part.
All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
14 Dispute resolution
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ontario, Canada without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Ontario, Canada, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
15 Changes and amendments
We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do we will post a notification on the main page of our Website. Continued use of the Website after any such changes shall constitute your consent to such changes. Policy was created with https://www.WebsitePolicies.com
16 Acceptance of these terms
You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
17 Fees, payment and account activity
Customer must pay to Tangible Services the Fees for the service as set forth on the Client Intake Form, and/or the websites ordering/payment forms. Additional Fees may apply for additional services (e.g. Adjustments triggered by errors that are not ours). Tangible Services reserves the right to increase a Fee at any time with at least thirty (30) days’ notice provided to Customer prior to any such Fee increase. All sales are final and fall into the support agreement for the respective service.
17.2 Insufficient funds and subscription lapse
In the event Customer’s payment gets declined for any reason, Tangible Services will lock your Online Accounts until you update the payment information and pay all arrears up to the date of reactivation of service. If you fail pay for 90 days from the due-date, then this Agreement shall automatically terminate, and you will remain liable for the aforementioned arrears and may be required to pay a reactivation fee prior to any future access to any service or other Tangible Services products.
Fees are exclusive of any taxes, assessments or duties that may be assessed upon the Services provided under this Agreement or on third-party fees disclosed in an Order Form, including sales, use, excise, value added, personal property, electronic/Internet commerce, export, import, and withholding taxes. You are responsible for directly paying any such taxes assessed against it. Such taxes do not include taxes based upon Tangible Services’ income. Taxes are calculated on Services plus additional charges, where applicable. Taxes include provincial and local sales or use taxes and are based upon the Customer's address and/or the address(es) on the Order Form. Tax exemption certificates, if any, must be submitted at the time of order. You acknowledge that the Services may be a pre-written software of general application.
18 Term, Termination and Suspension
Subject to the terms of subsection 15.2 - 15.4, your subscription to the services (including support) shall continue pursuant to the terms and conditions of this Agreement, unless you provide written notice of non-renewal to Tangible Services at least thirty (30) days prior to the expiration of your current Subscription term.
If you fail to pay any Fees within twenty (20) days of the due date, Tangible Services can deem it a termination of your Subscription. Notwithstanding the foregoing, subject to the terms of subsection 15.2 - 15.4, your Subscription to (a) Tangible Services shall continue until twelve (12) months from the date of Tangible Services acceptance of the Order Form and/or Client Information sheet.
18.2 Termination of Agreement for Cause by Tangible services
This Agreement, including all rights provided hereunder, may be terminated by Tangible Services for cause, in its sole discretion,
- immediately upon notice to Customer if Customer commits an incurable breach of the terms or conditions of this Agreement or
- (b) in the case of any other breach of the terms or conditions of this Agreement if such breach remains uncured 30 days after Tangible Services has provided written notice to Customer of such breach.
Termination of this Agreement pursuant to this subsection 15.1 will not require payment of a refund to Customer and will not affect:
- Customer’s obligation to pay any Fees due, or
- Any remedies available to Tangible Services by law or equity.
18.3 Effect of Expiration or Termination of Agreement
Upon any expiration or termination of this Agreement, all rights granted to you hereunder will immediately terminate and Tangible Services will have the right to immediately and indefinitely terminate your access to and use of the Services.
18.4 Suspension of Access
In addition to any other suspension or termination rights of Tangible Services pursuant to this Agreement, we may suspend or terminate your access to and/or use of, or otherwise modify, the services, and/or any Online Account or any Online Account Access Information without notice
- In the event you (including other person or entity acting through or on your behalf) are determined by us, in our sole judgment, to have or attempted to have damaged, harmed or misused our services, software, server, network or other systems;
- As necessary or appropriate to comply with any law, regulation, court order, or other governmental request or order or otherwise protect Tangible Services from potential legal liability or harm to its business,
- If you have obtained unauthorized access to the services or products as set forth in this Agreement. Tangible Services will use commercially reasonable efforts to notify you of the reason(s) for such suspension or termination action as soon as reasonably practicable unless such action is due to subsection (a) hereof.
In the event of a suspension (other than due to subsection (a) hereof), Tangible Services will promptly restore your access to the services as soon as the event giving rise to the suspension has been resolved as determined in our discretion. Nothing contained in this Agreement will be construed to limit Tangible Services’ actions or remedies or act as a waiver of Tangible Services’ rights in any way with respect to any of the foregoing activities. Tangible Services will not be responsible for any loss or damages incurred by Customer as a result of any termination or suspension of access to or use of the services as set forth in this Agreement.
19 Contacting us
If you have any questions about this Agreement, please contact us:
- Toll free (800) 479-1203
- Office (647) 361-2735
- Mobile (613) 266-1726
- Post-mail: 2711 Glen Smail Road, Prescott, Ontario K0E 1T0
This document was last updated on April 1, 2018