By opening, accessing, using and/or downloading the FINANCIAL ASSESSMENT FORM, or by using the FINANCIAL ASSESSMENT FORM software, you agree to the following terms and conditions (the “Agreement”):
1.0 Grant of License
1.1 Grant of License. Trueassess (“Trueassess”) grants to the account holder, being of at least eighteen (18) years of age and as set out in the approved FINANCIAL ASSESSMENT FORM Application or Trueassess Authorized Services Application (“Account Holder”) a non-exclusive, nontransferable, limited, personal license to access the FINANCIAL ASSESSMENT FORM gateway online application and/or software system, a unique configuration of data, software and related materials (collectively referred to herein as “FINANCIAL ASSESSMENT FORM”) providing on-line remote access to a suite of information products and services and other related and unrelated products and services the (“Products”),which may be changed and/or supplemented from time to time, in accordance with the terms of this Agreement and solely for the lawful purposes contemplated in the FINANCIAL ASSESSMENT FORM documentation published by Trueassess from time to time.
1.2 Accounts, Upon Trueassess approval of a FINANCIAL ASSESSMENT FORM Application or Trueassess Authorized Services Application, Trueassess will provide a unique FINANCIAL ASSESSMENT FORM account (the “Account”) to the Account Holder for which the Account Holder shall be responsible. Only duly authorized Account Holders in good standing shall have access to the Account. Only one (1) Account will be provided to a corporation or law firm or individual, unless otherwise approved by Trueassess. Each Account Holder is bound by the terms of this Agreement and the Trueassess Terms and Conditions as amended by Trueassess from time to time.
1.3 Use Restrictions.
(a) FINANCIAL ASSESSMENT FORM, the Products and access to the Products delivered through FINANCIAL ASSESSMENT FORM may not be used:
(b) to create a database in electronic or other format or for the purposes of data aggregation or dissemination (otherwise than for the internal archival use of the Account Holder);
(c) for the purpose of commercial resale of the data and information or components thereof contained in such Products; or
(d) in connection with the commission of any criminal or otherwise illegal act.
(e) FINANCIAL ASSESSMENT FORM and the Products may not be tampered with through, without limitation, attempts to translate, reverse engineer, decompile, disassemble or modify FINANCIAL ASSESSMENT FORM and/or the Products, or to merge FINANCIAL ASSESSMENT FORM and/or the Products with any other system. Data may not be extracted from, and copies may not be made of, the data in FINANCIAL ASSESSMENT FORM or the Products, other than as expressly permitted by Trueassess
1.4 Restrictions to Protect Third Party Interests. The Account Holder shall not: (a) sub-license its access to FINANCIAL ASSESSMENT FORM or the Products of Trueassess (b) export its access to FINANCIAL ASSESSMENT FORM or the Products outside of Canada; or (c) infringe any intellectual property right, copyright, patent, trade-mark or trade secret of Trueassess or its licensors or suppliers.
2.0 Fees, Charges and Payment Methods
2.1 Charges. Charges to an Account shall be incurred on behalf of the Account Holder. The Account Holder shall be responsible for all charges, fees and taxes incurred by the Account Holder. Charges and fees will be in accordance with the rates and pricing plans established by Trueassess from time to time plus any additional applicable taxes. In the event that charges, fees, taxes and payment terms for the use of Products and services provided by persons other than Trueassess, (including without limitation, any statutory fees set by any governmental authority), are changed on less than forty five (45) days’ notice to Trueassess, such charges, fees, taxes and payment terms may be changed immediately upon notice to the Account Holder. Otherwise, charges, fees and payment terms may be changed by Trueassess up on ten (10) days’ notice to the Account Holder. Notwithstanding the foregoing, Trueassess may, in its reasonable discretion, impose additional fees and charges in connection with the administration of the Account.
2.2 Pricing and Upgrade Fees. Current pricing of FINANCIAL ASSESSMENT FORM, the Products and other products and services is set out in the FINANCIAL ASSESSMENT FORM and Products pricing materials. New releases or versions of the FINANCIAL ASSESSMENT FORM Gateway or upgrades to the FINANCIAL ASSESSMENT FORM Gateway may be provided upon payment of additional charges as set out from time to time in the FINANCIAL ASSESSMENT FORM and Products pricing materials.
2.3 Interest. Outstanding charges, fees and taxes will be subject to a one percent per month interest charge after thirty (30) days, calculated on a monthly basis, (an effective annual rate of twelve point seven percent (12.7%)).
(a) Without thereby limiting its access to any other remedy, Trueassess, in its sole discretion, may at any time, as a condition to the Account Holder’s use of FINANCIAL ASSESSMENT FORM or any of the Products or Other Products, require that the Account Holder post security in an amount and form reasonably required by Trueassess
(b) This security may be held by Trueassess as security for all of the Account Holder’s obligations under this Agreement, including without limitation, debts incurred with respect to use of FINANCIAL ASSESSMENT FORM and the Products, any statutory fees and any breach of this Agreement.
(c) If all or any amount available to Trueassess under the security is paid to it at any time, then on demand from Trueassess, the Account Holder shall restore the security to the original amount specified by Trueassess
2.5 Concerns about Charges. The Account Holder must notify Trueassess of any incorrect charge within thirty (30) days of receiving a statement from Trueassess After any such thirty (30) day period, the Account Holder shall forfeit any recourse to Trueassess to claim a credit.
3.0 Term and Termination
3.1 Term. Except as otherwise provided herein, this Agreement shall commence upon the acceptance by Trueassess of the Account Holder’s FINANCIAL ASSESSMENT FORM Application or Trueassess Authorized Services Application and acceptance by the Account Holder, of the terms and conditions contained herein (which are deemed to be accepted upon opening the FINANCIAL ASSESSMENT FORM online/web based gateway or downloading of the FINANCIAL ASSESSMENT FORM software). This Agreement shall remain in full force and effect unless either Trueassess or the Account Holder provides sixty (60) days’ prior written notice to the other of its intention to terminate this Agreement. Termination of this Agreement for any reason whatsoever will result in automatic termination, without further notice, of the Account Holder
3.2 Termination. Notwithstanding section 3.1, Trueassess may terminate this Agreement effective immediately on written notice to the Account Holder or suspend without notice the rights of the Account Holder hereunder: (a) for failure of the Account Holder to comply with any of the terms and conditions of this Agreement, including failure to pay any outstanding amounts; (b) in the event that any law or governmental regulation restricts or precludes the collection, use and/or licensing of personal information including data provided by the Province of Ontario; or (c) in the event the Account Holder becomes bankrupt or insolvent, makes an assignment for the benefit of its creditors, or where a receiver is appointed under any instrument or over any assets of, or an order is made or resolution passed for the winding up of, the Account Holder. Trueassess may terminate this Agreement with respect to any Account Holder, effective immediately on written notice to the Account Holder, where the Account Holder is in breach of this Agreement, as amended by Trueassess from time to time, or if the Account Holder is otherwise terminated or revoked by Trueassess. For clarity, a suspension hereunder does not constitute termination of this Agreement and the suspended Account Holder, as applicable, shall continue to be bound by the terms hereof during the period of such suspension. A suspended Account Holder may not access FINANCIAL ASSESSMENT FORM through the use of another Account.
3.3 Refunds on Termination. In the event that this Agreement is terminated for any reason whatsoever, Trueassess shall render to the Account Holder a final statement of charges, fees and taxes owing and/or outstanding. Any such outstanding amount shall be immediately due and payable by the Account Holder on demand.
4.0 Changes to FINANCIAL ASSESSMENT FORM. Certain materials and features may be added or withdrawn from FINANCIAL ASSESSMENT FORM or the Products, and FINANCIAL ASSESSMENT FORM or the Products may be otherwise changed, by Trueassess at any time on at least forty-eight (48) hours prior notice to the Account Holder.
4.1 Account Holder Computer. The Account Holder is responsible for the acquisition, installation and operation of a computer and any other equipment necessary for the proper operation of FINANCIAL ASSESSMENT FORM and the Products and which meets the configuration and specifications established by Trueassess from time to time. The use of such equipment shall be at the Account Holder’s sole expense and risk. The Account Holder shall bear the cost of the communications lines to the nearest remote access point maintained by Trueassess and any applicable long distance and connect charges.
4.2 Repair. Should the FINANCIAL ASSESSMENT FORM Gateway not operate in all material respects substantially in conformance with the specifications updated by Trueassess from time to time, Trueassess, or its designated agent, will use its best efforts to repair the FINANCIAL ASSESSMENT FORM Gateway at Trueassess expense. Trueassess, or its designated agent, may, at its discretion, charge a fee at its then standard rates to provide software support that is required due to:
(a) operator error;
(b) failure to maintain the FINANCIAL ASSESSMENT FORM Gateway at the most recent version or release provided by Trueassess from time to time;
(c) modification or repair of the FINANCIAL ASSESSMENT FORM Gateway by a third party;
(d) the transfer of the FINANCIAL ASSESSMENT FORM Gateway to a different networking environment or hardware configuration; or
(e) the use of the FINANCIAL ASSESSMENT FORM Gateway with any third party operating system or software that is not supported by its manufacturer or that is otherwise incompatible with the FINANCIAL ASSESSMENT FORM Gateway as set out in Trueassess published specifications or guidelines from time to time.
4.3 Supported Versions. Trueassess reserves the right to discontinue support of any version or release of the FINANCIAL ASSESSMENT FORM Gateway at any time following the date that is six (6) months following the release date thereof.
5.0 Restrictions on Use. Unless otherwise stated herein, no material retrieved from the FINANCIAL ASSESSMENT FORM or any of Trueassess Products and/or databases may be copied, extracted, reproduced, republished, uploaded, posted, transmitted, framed, commercially exploited or distributed in any way or by any means whatsoever, except that a single copy of such materials may be printed for personal, non-commercial use only, provided all copyright and other proprietary notices are maintained. Unauthorized access to, reproduction and/or distribution of data from the FINANCIAL ASSESSMENT FORM, Trueassess Products and/or databases, or any portion thereof, may result in serious civil and criminal penalties, and will be prosecuted to the maximum extent of the law.
6.0 Intellectual Property Indemnity
6.1 Intellectual Property. Trueassess is the owner or licensee of all intellectual property rights in and to FINANCIAL ASSESSMENT FORM and the Products, including all modifications thereto, and all related materials, logos, names and support documentation provided under this Agreement.
6.2 Intellectual Property Indemnity. Subject to section 6.3 and the limitations of liability contained in section 7.1, Trueassess shall indemnify and hold harmless, and shall defend, the Account Holder(s) from and against any damages, losses and expenses which the Account Holder(s) may incur, suffer or become liable for as a result of, or in connection with, any claim asserted by a third party against the Account Holder or to the extent such claim is based upon a contention that FINANCIAL ASSESSMENT FORM, in the form supplied to the Account Holder and used within the scope of this Agreement, infringes any Canadian patent, copyright, trade secret, trade-mark or other intellectual property right of a third party, provided Trueassess is given prompt written notice of such claim. Trueassess is permitted to defend or settle any such claim and, where requested by Trueassess, all reasonable assistance is to be provided by the Account Holder to Trueassess in defending or settling such claim. For clarity, Trueassess shall be entitled, but not obliged, to participate in, or assume the defense of, any claim contemplated by this section. At Trueassess’ option, in the likelihood of, or upon an actual infringement action hereunder, Trueassess may: (i) replace the services or Products with non-infringing versions; (ii) modify the services or Products to avoid infringement; or (iii) discontinue the services and Products affected and refund any money already paid by Account Holder to Trueassess for services or Products not yet received.
6.3 Current Version Only. Section 6.2 shall not apply to a claim based on use of other than a current, unaltered release of FINANCIAL ASSESSMENT FORM or the Products, if such infringement could have been avoided by the use of a current, unaltered release of FINANCIAL ASSESSMENT FORM or the Products.
7.0 Limitation of Liability
7.1 Limitation of Liability:
(a) In no event shall Trueassess, its affiliates, suppliers, agents, employees or representatives be liable to the Account Holder, or any third party as a result of any product or service provided, or the adequacy, performance or non-performance of FINANCIAL ASSESSMENT FORM or any product or service provided (subject to section 5); for any claims, actions, loss or damage including, without limitation, loss of revenue, profit or savings, lost or damaged data or other commercial or economic loss or any direct, indirect or incidental, special or consequential damages whatsoever, even if Trueassess has been advised of the possibility of such damages; for claims by a third party (subject to section6.2); for products or services provided, or for any other products and services provided through a third party, including but not limited to courier services, installation, customer and technical support services; or in connection with the failure or non-performance of any third party Product, or any third party software forming part of FINANCIAL ASSESSMENT FORM.(b) Without restricting the limitations on liability in this Agreement, the maximum aggregate liability of Trueassess, its affiliates, suppliers, agents, employees or representatives to the Account Holder for any claim whatsoever relating to FINANCIAL ASSESSMENT FORM or the Products or any other products or services (including, but not limited to, installation, customer support and technical support services) provided under this Agreement shall not exceed the lesser of ten thousand dollars ($10,000) or the charges actually paid to Trueassess by the Account Holder under this Agreement in respect of the use of FINANCIAL ASSESSMENT FORM, the Products and/or any other products and services provided by Trueassess under this Agreement during the twelve (12) months immediately preceding the date of the claim, excluding third party charges for the use of FINANCIAL ASSESSMENT FORM and the Products and any other products and services (including without limitation any statutory fees).
(c) The limitations of liability set forth in this section 7.1 shall apply whether or not the liability results from negligence, a breach of a fundamental term or condition or a
fundamental breach of this Agreement.
7.2 Operation, Limitation of Liability. Notwithstanding section 7.1, if any of the Products fails through a fault of FINANCIAL ASSESSMENT FORM, the Products or other Trueassess facilities, Inside Solution’s sole liability, at the written request of the Account Holder, shall be to rebate to the Account Holder the charges imposed by Trueassess for the failed use of such Product.
7.3 Remedies. The remedies provided for in this Agreement are exclusive.
8.0 Disclaimer of Warranties
8.1 No Warranty. Except for the express warranties provided in sections 5 and 6 hereof, Trueassess makes no warranties with respect to FINANCIAL ASSESSMENT FORM, the Products, or any other products or services(including, but not limited to, installation, customer support and technical support services) provided by Trueassess under this Agreement. FINANCIAL ASSESSMENT FORM and the Products, and any other products and services (including, but not limited to, installation, customer support and technical support services) provided by Trueassess under this Agreement are provided on an “as is” basis, without any other warranties, representations or conditions, express or implied, including, without limitation, warranties or conditions of accuracy, completeness, currency, merchantability, fitness for a particular purpose, or those arising by law or by statute, or by usage of trade or course of dealing. Trueassess does not warrant or make any representations regarding the use or the results of the use of FINANCIAL ASSESSMENT FORM or the Products in terms of their correctness, accuracy, reliability, security or otherwise. Notwithstanding anything in this Agreement, neither Trueassess nor any person whose database or other Product is operated or distributed by Trueassess, guarantees that any Product, database, or any data or document within
a database, is complete and wholly accurate, or that any Product will function without failure or interruption.
8.2 Other Suppliers. Certain Products and Other Products may be developed, supplied, operated and/or maintained by persons other than Trueassess. Trueassess cannot, and does not, warrant the accuracy, completeness, currency, merchantability or fitness for a particular purpose of any such Products or Other Products. Due to the variety of sources from which the Products and Other Products are obtained, there may be delays, omissions or inaccuracies in the Products and Other Products. Trueassess specifically disclaims any and all warranties in respect of third-party software forming part of FINANCIAL ASSESSMENT FORM.
9.1 Indemnity by Account Holder. The Account Holder and authorized user shall indemnify and hold Trueassess, its affiliates, suppliers, agents, employees and representatives (the “Indemnified Parties”) harmless for any costs, damages, losses or expenses that the Indemnified Parties, or any of them, may incur, suffer or become liable for as a result of, or in connection with, any claim asserted by a third party against the Indemnified Parties, or any of them, in connection with any unauthorized, improper or illegal use of FINANCIAL ASSESSMENT FORM, the Services, Products, Other Products or data by the Account Holder or committed under their Account, or due to any breach of this Agreement by the Account Holder.
10.0 Confidential and Proprietary Information
10.1 Confidential and Proprietary Information. FINANCIAL ASSESSMENT FORM and each of the Products contain confidential, proprietary and trade secret information. The Account Holder acknowledge that a great deal of effort, analysis and selection has gone into creating FINANCIAL ASSESSMENT FORM, the Products and the various components thereof. Unauthorized access to, or use, reproduction and/or distribution of, FINANCIAL ASSESSMENT FORM and the Products, or any portion of them will be prosecuted to the maximum extent of the law and may result in serious civil and criminal penalties. When FINANCIAL ASSESSMENT FORM and the Products are in the possession of the Account Holder, the Account Holder shall use reasonable care in their use and storage.
11.0 Warranties, Files. The Account Holder represents and warrants that its Files: (a) do not and will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) do not and will not violate any law, statute, ordinance or regulation, including without limitation those pertaining to export control, unfair competition, anti-discrimination and false advertising; (c) are not and will not be defamatory or trade libelous; (d) are not and will not be obscene, pornographic or otherwise contrary to the laws of Canada; and (e) do not and will not contain any “viruses” or other harmful or deleterious programming routines.
11.1 Verification of Accuracy. Where data is imported or exported as set out in this section 11, or otherwise submitted through FINANCIAL ASSESSMENT FORM, the Account Holder shall be solely responsible for the verification of the accuracy and quality of the data and its fitness for the intended purpose of the Account Holder.
12.0 Use of FINANCIAL ASSESSMENT FORM via the Internet
The following provisions apply where FINANCIAL ASSESSMENT FORM is accessed via the Internet:
12.2 Access. The Account Holder shall be solely responsible for obtaining and paying for its Internet access.
12.4 Security Violations. The Account Holder agree not to attempt to violate the security of FINANCIAL ASSESSMENT FORM, including without limitation, (i) by attempting to log into an Account which the Account Holder are not authorized to access or (ii) by attempting to interfere with the Products through means of a virus, by overloading a server or by any other means.
13.1 Survival. Any provision of this Agreement intended to survive the termination of this Agreement.
13.2 Title. Title to FINANCIAL ASSESSMENT FORM and the Products shall at all times remain with Trueassess and/or its licensors and suppliers. FINANCIAL ASSESSMENT FORM, its associated systems and documentation and the Products are proprietary and are protected by copyright and other intellectual property laws.
13.3 Use of Marks. This Agreement does not include the right to use the business name, logo and related trademarks of Trueassess or any of its licensors or suppliers. The display of such trademarks through FINANCIAL ASSESSMENT FORM, or on any web site, does not imply that a license of any rights therein has been granted, unless otherwise specifically stated.
13.4 Audit. Trueassess, or its authorized representatives, acting reasonably, may upon written request to the Account Holder examine and inspect during normal business hours, the materials and records of the Account Holder to FINANCIAL ASSESSMENT FORM, the Products and this Agreement. Subject to section 12.3 hereof, Trueassess shall keep confidential, and not disclose, information concerning the business and affairs of the Account Holder or authorized user.
13.5 Notice. Any notice under this Agreement may be delivered by hand, by mail, by courier, by facsimile, by electronic mail or, in the case of a notice from Trueassess, by announcement displayed via FINANCIAL ASSESSMENT FORM or on any Trueassess web site. Except as provided for otherwise in this Agreement, a notice shall be deemed to have been received on the fifth business day after mailing if sent by regular mail, on the date of delivery if sent by courier, or on the first business day after the date of transmission if sent by facsimile, electronic mail or by announcement on FINANCIAL ASSESSMENT FORM or on any Trueassess web site.
13.6 Assignment. This Agreement, or any of the rights and obligations herein, may be assigned, in whole or in part, by Trueassess without consent. This Agreement, or any of the rights and obligations herein, may be assigned by the Account Holder only with the prior written consent of Trueassess. Any attempt by the Account Holder to assign any rights or obligations under this Agreement shall be void in the absence of such prior written consent.
13.7 Governing Law. The Account Holder acknowledge and agree that certain Products may be supplied by third parties resident and operating outside the Province of Ontario and/or may be hosted on computers located outside of the Province of Ontario. Notwithstanding the foregoing, the Account Holder agree and acknowledge that their use of FINANCIAL ASSESSMENT FORM shall be deemed to have occurred and taken place solely in the Province of Ontario, Canada, and that this Agreement, and any disputes in connection with the subject matter hereof, will be governed by the laws of the Province of Ontario, Canada, and the laws of Canada applicable therein. The parties expressly consent to the exclusive forum, jurisdiction and venue of the courts of Ontario in any and all actions, disputes, or controversies relating hereto.
13.8 Severability. If any provision of this Agreement shall be found to be unlawful, void or unenforceable, then such provision shall be deemed severable here from and will not affect the validity and enforceability of any remaining provisions.
13.9 Amendment. Trueassess may from time to time amend the terms and conditions of this Agreement. Except as specified herein, all provisions of this Agreement may be changed immediately upon notice to the Account Holder. The Account Holder‘s continued use of FINANCIAL ASSESSMENT FORM following notice to the Account Holder of a change in terms and conditions of this Agreement will constitute the Account Holder’s acceptance of such change.
13.10 Entire Agreement. This Agreement, together with the approved FINANCIAL ASSESSMENT FORM Application or Trueassess Authorized Services Application and approved Account Holders Applications and other authorization agreements executed by the Account Holder and approved by Trueassess, constitutes the entire agreement between the parties with respect to the use of FINANCIAL ASSESSMENT FORM and access to the Products by the Account Holder and the terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any order submitted by the Account Holder to Trueassess
13.11 Headings. The headings in this Agreement are only for convenience of reference and shall not affect the construction or interpretation of this Agreement.
13.12 Language. The parties have requested that this Agreement and all documents contemplated hereby be drawn up in English. Les parties aux présentes ont exigé que cette entente et tousautres documents envisagés par les présentes soient rédigés en anglais.
If you have provided information in this application about another person, including a co-applicant, you confirm that that person has authorized you to release his or her personal information and agrees to this consent and authorization and any other consent in this agreement.
Except as expressly provided in these Terms, we are not responsible for any loss, injury, claim, liability, damage, or consequential damage related to your use of Site Material, or for inaccessibility of Site Material whether from errors or omissions in the content of Site Material or any other linked sites or for any other reason. Use of Site Material is at your own risk. Trueassess does not represent or warrant that Site Material, its server or any linked sites are free of any harmful materials.
All financial transactions on the trueassess.com portal are secured using Secure Socket Layers (SSL). Access to the Trueassess site is protected by a user-id and password combination that is unique to each member. Logins are monitored for unsuccessful attempts and the user account is locked if a maximum number of attempts have been reached.
All servers for the Trueassess site are protected by sophisticated firewall hardware and software. Firewall logs are monitored to ensure no one has attempted to compromise firewall security.
The Trueassess servers are physically located in a facility requiring security card access. All access is restricted to authorized site operations personnel only. This Security Statement is subject to the Terms and Conditions.