1.1 These Terms apply to your access and use of the xchangedocsTM document exchange platform (including all services, software, applications and websites that make up the platform from time to time) (collectively, ''xchangedocsTM''). Korbitec Inc. (“'we''/''us''/''our'') is licensed to provide, maintain and operate xchangedocsTM during the period we designate in our arrangement with you. These Terms are binding and enforceable against every person who accesses, uses or views xchangedocsTM or any part thereof ("user" or "you" or "your"). If you are entering into this agreement on behalf of a company or legal entity, you warrant that you have the authority to bind such entity to these terms, in which case the terms "you" and "your" shall refer to such entity. 1.2 As these Terms form an agreement between you and us, it is important that you familiarise yourself with these Terms before you access xchangedocsTM(or any part thereof) and that you do not complete the registration process or use xchangedocsTMif you do not agree with these Terms. By completing the registration process and/or by using xchangedocsTM, you agree that you have read, understood and agree to be bound to these Terms. 1.3 Please read these Terms together with our Privacy Policy which provides you with details of what information we collect from you and how we use it.
THE XCHANGEDOCSTM SERVICE xchangedocsTMis a cloud-based document sharing platform that facilitates the sharing and exchange of a wide variety of documents amongst all parties associated with a matter. It allows users to upload, categorize and share files.
REGISTRATION AND ACCESS 3.1 Where you are (i) a company or legal entity, you will be designating certain users who are authorized to register to use xchangedocsTM; (each, a "User"); or (ii) an individual you will be the designated user under these terms ("User"). In order to use xchangedocsTM, you will be required to register as a user. As part of such registration and/or by using xchangedocsTM, Users may be required to provide certain personal information. Personal information will be held and used by us in accordance with our Privacy Policy accessible at https://www.xchangedocs.ca/legal/privacy-policy. 3.2 By registering as a user, you: (i) (and any Users authorized by you) agree to provide complete, accurate and current information as required; and to promptly update information to ensure that it is accurate and current; and (ii) represent and warrant that you are authorized to enter a binding contract with us. You agree to defend, indemnify and hold us fully harmless against all claims, damages, losses, liabilities, costs (including all reasonable legal costs), expenses, fines that we may incur or suffer as a result of you not being authorized to enter into these Terms and/or incorrect, wrong, unauthorized and/or wrongful instructions or information given by you to us. 3.3 You agree to always keep your username and password strictly confidential and to log out of xchangedocsTMwhen it is not in use by you. Please do not allow any third party to use your account. You are accountable for any and all use of xchangedocsTMusing your credentials and will defend, indemnify and hold us harmless against any and all claims or losses arising from or relating to such use. Please notify us immediately if you learn of any unauthorized use of your xchangedocsTMaccount.
GENERALLY ACCEPTABLE USE AND YOUR RESPONSIBILITIES 4.1 Once registered as a user, you will be entitled to access and use xchangedocsTM. 4.1.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use xchangedocsTMon a compatible desktop or mobile device solely for its intended purpose. Please note that your license is not exclusive, and we can license xchangedocsTMto other users. You may not transfer your license to any other person or allow any person to use your license. 4.2 You agree to the following: 4.2.1 not to copy, adapt, modify, alter, decompile, reverse engineer, attempt to derive the source code of or create derivative works of, or otherwise attempt to reproduce xchangedocsTMin whole or in part; 4.2.2 the functionality made available by xchangedocsTM permits you to upload files, documents, images, spreadsheets, videos and other information (which may include personal data relating to you or a third party) relevant to your requirements and use of xchangedocsTM (''Content''). You agree that you are at all times solely responsible for the Content, including with regard to accuracy, for ensuring that the Content and its submission to xchangedocsTMcomplies with any applicable law and for obtaining any consent which may be required for use of that Content, including any consents which may be required under data protection laws. You will fully defend, indemnify and hold us harmless from and against any and all claims or losses arising from or relating to the Content; 4.2.3 you permit us to host, store, scan, perform back-ups and share the Content on your instruction or as is otherwise necessary for us to perform the xchangedocsTMservice for you; 4.2.4 that we are not in any way responsible or liable for any Content; 4.2.5 that we will not be responsible for any mobile operator or service provider's network and/or Wi-Fi (wireless internet access) connectivity preventing or negatively impacting your access to xchangedocsTMand acknowledge that you are liable for any and all data costs necessary to access xchangedocsTMfrom your mobile device; 4.2.6 that you will be responsible for undertaking up-to-date back-ups of all Content; 4.2.7 that you remain responsible for your own conduct and ensuring that you do not use xchangedocsTMfor any illegal purpose or purpose other than as intended; and/or 4.2.8 that you will not (i) misuse xchangedocsTMby knowingly introducing viruses/malware or other material or uploading material that is malicious or technologically harmful; (ii) use xchangedocsTMin violation of any laws; (iii) use xchangedocsTMto sell any services; (iv) remove or alter any copyrights, trade-marks or proprietary marks and rights owned by us; and/or (v) upload content or information that is offensive and/or harmful, including, but not limited to, content or information that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals. 4.3 Any use of xchangedocsTMis always subject to applicable laws, including any export control laws and regulations which may apply.
PRIVACY, CONFIDENTIALITY AND SECURITY 5.1 Your right to privacy, confidentiality and security is very important to us. 5.2 We will comply with our Privacy Policy and will only disclose your personal information as described in such Policy. 5.3 We will not and you agree that you will not disclose, copy or use any confidential information (being any information and matters which relate to the business and affairs of any party which is non-public, confidential and not readily available to competitors of such party in the ordinary course of business). All confidential information of a party remains the property of that party.
FEES You will be required to pay all applicable fees and charges on the payment terms indicated in the services agreement relevant to your use of xchangedocsTM where applicable or otherwise as detailed on our website at https://www.xchangedocs.ca/pricing.
OPEN SOURCE SOFTWARE DEPENDENCIES xchangedocsTMis built using Open Source Software, which may require you to install the latest supported browsers so that you are able to enjoy the full functionality of xchangedocsTMand to minimize any security and/or data flaws. We will not be liable for any of these. You agree that if you access the xchangedocsTMapplication from any device, you will comply with and be bound by any terms and conditions prescribed for the use of the application by any third party. Additionally, you may receive Open Source Software when you use xchangedocsTM. Any such Open Source Software is made available under the applicable open source license on an ‘as is, as available’ basis and we expressly disclaim any and all liability arising from your use of such Open Source Software. For the purposes of these Terms, “Open Source Software” means third party software distributed by us under an open source licensing model, including those approved by the Open Source Initiative.
THIRD PARTY PRODUCTS xchangedocsTMmay from time to time provide access to functionality provided by third parties (including links or references to third party applications or websites) ("Third Party Products") which xchangedocsTMdoes not control. In accordance with the provisions of clause 6 above, the fees applicable to the use of such Third Party Products shall be indicated in the services agreement relevant to your use of xchangedocsTM where applicable or otherwise as detailed on our website at https://www.xchangedocs.ca/pricing. Any access, use, purchase, subscription or enablement of the Third Party Products by you shall be entirely within your discretion and solely at your risk and is subject to the third party terms and conditions applicable to such Third Party Products. Notwithstanding that access to and payment for the Third Party Products is facilitated by integration via xchangedocsTM, xchangedocsTMdoes not provide any warranties, representations or guarantees in respect of the Third Party Products, whether as to functionality, availability, security or otherwise and xchangedocsTMexpressly disclaims any liability for any expense, claims, damage or loss resulting from your use of any Third Party Products or reliance on any information received from them ("Third Party Claim"), and you acknowledge that the third party provider will be solely responsible and accountable for the Third Party Product. You fully indemnify and hold xchangedocsTMharmless from and against any Third Party Claims. Without limiting any provision above, xchangedocsTMis not responsible for the practices and privacy policies or cookies used by the Third Party Products. By accessing, using, purchasing, subscribing or enabling the Third Party Product via xchangedocsTM, you expressly consent to xchangedocsTMdisclosing or allowing access to any of your data (including any personal data) and Content required by the third party to provide the Third Party Product and related services to you.
SUPPORT AND MAINTENANCE 9.1 We will provide a reasonable amount of email and telephone support during our normal business hours (8 AM to 7 PM EST) to reasonably assist you in the use of xchangedocsTM, including assisting with any errors or non-conformities with xchangedocsTM, subject to us being provided with sufficient information to assist. 9.2 We will from time to time perform updates to xchangedocsTM. 9.3 You understand that xchangedocsTMmay be inaccessible or inoperable for any reason, including, without limitation: (a) equipment (hardware) malfunctions, (b) software malfunctions, (c) periodic maintenance procedures or repairs which we and/or our third party service providers may undertake from time to time, or (d) causes beyond our reasonable control.
TERMINATION 10.1 You are entitled to stop accessing and using xchangedocsTMat any time. 10.2 We are entitled to immediately suspend or terminate your right of access and use to all or part of the xchangedocsTMservice where: 10.2.1 you are using xchangedocsTMother than as permitted in these Terms; 10.2.2 we have reasonable grounds to believe that xchangedocsTMhas been, is being or may be used negligently, illegally or fraudulently; 10.2.3 we believe that the security of the systems used to provide xchangedocsTMmay have been, is or may be compromised; and/or 10.2.4 we are legally required to do so or where unforeseen circumstances beyond our control arise which require us to do so (including where we no longer have the licence to provide xchangedocsTM). 10.3 We will, where possible, provide you with reasonable notice (sent to the contact details provided by you) of any suspension or termination of your access and use rights, other than in instances where (i) the law prohibits us from doing so; (ii) you are in material breach of these Terms; and/or (iii) providing notice would result in legal liability to us or would have an impact on our ability to continue providing xchangedocsTMto other users. 10.4 In addition to suspending and/or terminating your rights as a user, we reserve the right to take all appropriate legal action, including without limitation pursuing civil and/or criminal recourse. 10.5 Upon termination you will immediately discontinue all access and use of xchangedocsTM. We have no obligation to maintain Content following termination, subject to compliance with applicable laws. However, you shall have thirty (30) days to download Content after termination and you must contact our technical support for download access and instructions. We will not be liable for any damages resulting from termination of these Terms or your use of xchangedocsTM, including without limitation unavailability of your Content arising therefrom. Please ensure that you have undertaken back-ups of all your data and Content.
OWNERSHIP 11.1 We and/or our third-party licensors own and have all right, title and interest to xchangedocsTM. xchangedocsTMis protected by Canadian copyright and trade-mark laws as well as other relevant foreign laws. 11.2 The licence that we grant to you under these Terms does not entitle you to any right, title or interest in or to xchangedocsTM. 11.3 Please note that if you provide us with any feedback, comments or suggestions (collectively, “Feedback”), you are hereby granting us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of, and otherwise exploit any Feedback without restriction in any manner now known or in the future conceived, and to make, use, sell, offer to sell, import and export any product or service that incorporates the Feedback, without any prior consent or further obligation to you. 11.4 Ownership of all Content uploaded to xchangedocsTM shall remain with the proprietor of that Content.
LIMITATION OF LIABILITY AND INDEMNITIES 12.1 xchangedocsTMis provided on an “as is” and “as available” basis without any representations, warranties or conditions of any kind, whether legal, express or implied, including the warranties and conditions of merchantability, quality and fitness for a particular purpose and non-infringement of third party rights, which we hereby disclaim. We and our third party licensors do not represent or warrant that any aspect of xchangedocsTM(including the xchangedocsTMsoftware or services) will be uninterrupted or error-free and we also do not make any representation or warranty as to the results that may be obtained from your use of xchangedocsTM. Neither us nor our licensors shall be liable for any claims or damages caused by the unauthorized use of the software or acts of abuse or misuse by you, nor shall we have any liability for any loss or damage in connection with or arising out of the interruption or loss of use of xchangedocsTMor the loss or corruption of your Content, data or files processed or stored by xchangedocsTM. 12.2 We will not be liable for and you will defend, indemnify and hold us harmless against all losses, liabilities, costs, expenses, fines, penalties, damage, damages and claims and all related costs and expenses (including legal fees) arising from: 12.2.1 any loss of profits, loss of business, loss of revenue, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss (whether direct, indirect or consequential) or any indirect or consequential loss of whatever nature howsoever caused arising out of or in connection with these Terms; 12.2.2 any claims or losses of whatever nature as a result of your or anyone else gaining unlawful access to xchangedocsTM; 12.2.3 any claims or losses of whatever nature arising out of or relating to the Content; 12.2.4 any infringement of any intellectual property or other third-party proprietary rights (including relating to the Content) by you; 12.2.5 all losses incurred as a result of unauthorized access to or alteration of your information and/or any third party information provided by you or any third party pursuant to these Terms; 12.2.6 all losses arising from relying on any information obtained by you through use of xchangedocsTM; and/or 12.2.7 losses arising from the unavailability of, any interruption in or your access to xchangedocsTMfor any reason whatsoever.
CHANGES TO TERMS We may make changes to or update these Terms or xchangedocsTM, from time to time. Where any change or update will have a material impact on your use of xchangedocsTMor legal rights under these terms, we will notify you of the change by way of an in-product notification. If you proceed to use xchangedocsTMafter the publication of the notification, you agree that you will be deemed to have accepted the amended Terms.
YOUR CONTENT AND ACCOUNT 14.1 You agree to retain a current copy of your Content outside xchangedocsTMfor backup and archival purposes at all times. If we reasonably believe a problem with xchangedocsTMmay be attributable to your Content or your use of xchangedocsTM, then you shall cooperate with us to identify the source of and to resolve the problem. You shall comply with all intellectual property laws and obligations related to the Content, as well as all legal duties applicable to you by virtue of using xchangedocsTM, including providing all required information and notices and obtaining all required consents. 14.2 You are solely responsible for (i) the configuration of your account, (ii) the operation, performance and security of your equipment, networks and other computing resources used to connect to xchangedocsTM, (iii) ensuring all users exit or log off from xchangedocsTMat the end of each session, (iv) maintaining the confidentiality of your accounts, User ID's, conference codes, passwords and/or personal identification numbers used in conjunction with xchangedocsTM, and (v) all uses of xchangedocsTMthat occur using your password or account. You will notify us immediately of any unauthorized use of its account or any other breach of security. You acknowledge and agree that we may rely on the information provided by you to us for issues arising with your account. We reserve the right to review your account to the extent necessary to confirm compliance with these Terms and to terminate or suspend your access for overuse and/or misuse. You agree to pay for any overage in excess of permitted use levels. 14.3 Only authorized Users will have access to information in your account. We will not provide access to any other user at any time. You agree that we may rely on instructions given by you via (i) email from the address on file for you; or (ii) telephone. We shall bear no responsibility for any spoofed or otherwise fraudulent email instructions relating to your account. You agree that your account username and/or other alias of a sender contained in an email is legally sufficient to verify the sender’s identity and the authenticity of the communication to us and establish the account holder as its originator without further investigation or verification by us. We will not arbitrate any dispute over your account. You agree not to request access or information about an account that is not held by you and to resolve any account -related disputes directly with the other party. In the event of a dispute regarding your account data, we will only release information to a third party pursuant to a court order or other notarized waiver and release as determined by us. 14.4 As part of the information exchange process in xchangedocsTM, if you choose to invite your contacts to share your documents, we will need to store specific information about these contacts on our servers to facilitate this process, including email addresses. You agree that at all times during your use of xchangedocsTMthat you will comply: 14.4.1 with all applicable laws; and 14.4.2 if you are a Canadian resident, with An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) and all orders made under same. You herby confirm that you are, and have at all times from and after July 1, 2015 been, in compliance with CASL in respect of commercial electronic messages sent by, and on behalf of, you. You hereby confirm that you have not received any complaints pertaining to CASL compliance, and have received no inquiries, requests for information or other correspondence from any governmental authority relating to CASL compliance. You will defend, indemnify and hold us harmless for any losses, claims, damages and penalties arising from your breach of this Section and any applicable law, including CASL.
GENERAL 15.1 These Terms are governed by and interpreted according to the laws in force in the Province of Ontario, Canada and the federal laws of Canada applicable therein (save where the laws of the country in which you reside require this agreement to be governed by local laws). We and you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario in respect of any disputes that may arise in connection with these Terms. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 15.2 These Terms constitute the entire agreement between you and us with respect to xchangedocsTMand supersede and replace any other agreements or terms and conditions relating thereto. 15.3 Any failure by us to enforce a provision of these Terms does not mean that we have waived our right to do so later. 15.4 If any provision under these Terms is found unenforceable, it will, where possible, be replaced with an enforceable term and the remaining provisions of the Terms will remain in full effect. 15.5 You may not assign any of your rights under these Terms. We may assign our rights to any of our affiliates or subsidiaries, or to any of our successors in title or business interest.
