1. Grant of License
ESC Corporate Services Ltd. ("ESC") grants to the subscriber through its employees ("you", "your") a non-exclusive non-transferable license to use this Web Site to request products and services, solely for your business purposes, including: searches and copies of search results, electronic filings, registrations and provision of supplies ("Services"), only in accordance with and subject to the terms and conditions of this Agreement.
2. Prohibitions on use:
Except as you are expressly authorized pursuant to this Agreement, you may not:
3. Ownership of Intellectual Property:
ESC Corporate Services Ltd. ("ESC") owns all right, title and interest in all materials displayed or transmitted on this Web Site, including but not limited to software, the underlying HTML code, text, photographs, images, illustrations, video clips, audio clips, graphics, databases and the selection and organization of information, including copyright, intellectual property and other proprietary rights, subject only to a Government's ownership of any information filed under a statute and recorded in a database under the custody or control of a Government to which ESC Corporate Services Ltd. ("ESC") has been provided access for the delivery of Services.
4. Government Program compliance:
You must comply with any further terms and conditions imposed by any Government program upon end-users accessing its products or services through ESC Corporate Services Ltd. ("ESC"). Such further terms and conditions will be made available to you on this Web Site prior to your request for a particular Service. For greater certainty, Government program means a program authorized or maintained by a government body. Some examples of databases maintained by Government programs are ONBIS (the Ontario Business Information System) and the one kept for filings under the PPSR (Personal Property Security Registration), both maintained by the Ministry of Government Services; and NUANS®, a computer database under the authority of Industry Canada.
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.
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.
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:
9. Limitation of Liability:
Neither ESC Corporate Services ltd. ("ESC") nor its suppliers, agents, officers, or directors shall have any liability to you or any other person or entity for any indirect, incidental, special, punitive or consequential damages arising out of your use or inability to use this web site or the services provided hereunder, whatsoever, including but not limited to loss of revenue or profit, failure to realize anticipated profits or savings, lost or damaged data, or other commercial or economic loss, even if ESC Corporate Services Ltd. ("ESC") has been advised of the possibility of such damages or such damages are foreseeable; Or for claims by a third party. ESC Corporate Services Ltd. ("ESC")'s maximum aggregate liability and that of its suppliers, agents, officers and directors to you shall not exceed the amount paid by you for the services provided hereunder. The limitations in this clause shall apply whether or not the alleged breach, default, non-performance or failure is a breach of fundamental condition or term, or a fundamental breach.
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.
ESC Corporate Services Ltd. ("ESC") may from time to time, amend the terms and conditions for access to its Services upon notice. The notice may be made by amending the appropriate screen on ESC Corporate Services Ltd. ("ESC")'s website which you access for Services. If you make a request for Services after ESC Corporate Services Ltd. ("ESC") has amended the screen, you will be deemed to have accepted the amended terms and conditions.
12. Governing law:
This agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. Any dispute arising hereunder shall be adjudicated solely in the applicable court in Toronto, Ontario, Canada.
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.
14. Entire Agreement:
This Agreement constitutes the entire agreement between the parties pertaining to the subject-matter hereof and supersedes all prior representations, warranties, agreements and understandings, whether oral or written, express or implied. No supplement, modification or waiver of this Agreement shall be binding unless agreed to in writing by both parties.
If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
I have read this Agreement and I accept and agree to be bound by its terms and conditions.
Disclaimer: NUANS® is a registered Trademark owned by Industry Canada