THE PARTIES to this Agreement are Her Majesty the Queen in right of the Province of British Columbia, as represented by the Minister of Citizens' Services (the "Province") and the undersigned (the "Subscriber").
A. Persons who wish to do business electronically with the Corporate Registry must obtain a Customer Profile to access the e-Services provided via Corporate Online; and
B. The Subscriber wishes to obtain a Customer Profile pursuant to the terms and conditions of this Agreement.
NOW THEREFORE the parties agree as follows:
1. In this Agreement and the recitals to it, unless the context requires otherwise, the following definitions will apply:
(a) "Corporate Online" means the computer system of the Corporate Registry known as Corporate Online, which computer system allows the public to perform the e-Services;
(b) "Corporate Registry" means the Corporate Registry for the Government of British Columbia;
(c) "Effective Date" means the date upon which the Province grants a Customer Profile to the Subscriber, thereby granting the Subscriber access to the e-Services;
(d) "e-Services" means electronic filings, performed by internet, of the designated forms for the Corporate Registry.
(e) "Customer Profile" means the identification code and password provided by the Province to the Subscriber to access the e-Services through Corporate Online;
(f) "Terms of Use" means the terms of use statement attached as Schedule "A" to this Agreement;
(g) "Website" means the internet web page used to access Corporate Online, which is found at http:/www.corporateonline.gov.bc.ca ; and
(h) "User" means any individual employed by the Subscriber and authorized by the Subscriber to use the Subscriber's Customer Profile to access the e-Services.
2. The Subscriber warrants that:
a) it has the power and capacity to accept, execute and deliver this Agreement;
b) if the Subscriber is not an individual, the individual who executes this Agreement on the Subscriber's behalf is authorized to do so by the Subscriber and, if the Subscriber is a corporation, that the individual is authorized to do so by the Subscriber by electronic means, without affixing a traditional signature or the Subscriber's corporate seal; and
c) this Agreement is legally binding upon and enforceable against the Subscriber in accordance with its terms.
3. The Subscriber is deemed to have accepted the terms and conditions of this Agreement, together with any applicable Schedules, by selecting the "Accept" option at the end of this Agreement. Upon receipt of the accepted Agreement, the Province may , at its sole discretion, issue a Customer Profile to the Subscriber. If the Province does not issue a Customer Profile to the Subscriber, this Agreement is rescinded.
4. The Subscriber is responsible for all activities performed by the Subscriber or any User in utilizing its Customer Profile.
5. The Subscriber will ensure that the Subscriber and all of its Users will abide by paragraphs 7 to 11 of this Agreement, the Terms of Use, and any other terms and conditions that may be posted on the Website.
6. The Subscriber acknowledges and agrees that the Province may post the Terms of Use, or other terms and conditions, on the Website but that doing so does not limit the Subscriber's obligations pursuant to paragraph 5 of this Agreement.
7. The Subscriber will adhere to all security policies, standards or procedures issued by the Province in relation to the Customer Profile or the e-Services.
8. The Subscriber will take full advantage of security mechanisms built into Corporate Online, and will ensure that Users change their Customer Profile password(s) frequently but, in any event, not less frequently than as required by Corporate Online.
9. The Subscriber will not:
a) permit any third-party to use its Customer Profile;
b) divulge, share or compromise its Customer Profile;
c) use or attempt to use the Customer Profile of any other Subscriber;
d) modify or attempt to modify its Customer Profile except as required by normal business use;
e) attempt to defeat or compromise the security related to Corporate Online or the e-Services;
f) take any action that might reasonably be construed as altering, destroying or rendering ineffective the security related to Corporate Online or the e-Services; or
g) decompile, disassemble, reverse engineer, or otherwise copy any source code associated with Corporate Online or the e-Services.
10. The Subscriber acknowledges and agrees that at all times the Province or its licensors are the owners of any software, hardware, servers, networks or other equipment used to provide Corporate Online and the e-Services to Subscribers.
11. The Subscriber will not take any action that would be inconsistent with or infringe any proprietary and intellectual property rights of the Province or its licensors to any software, hardware, servers, networks or other equipment, and to any documentation or information, used to provide Corporate Online or the e-Services to Subscribers.
12. The Subscriber agrees that the Province may suspend or cancel the Subscriber's Customer Profile and access to the e-Services at any time if:
a) the Subscriber or any User has committed an act in contravention paragraphs 7 to 11 of this Agreement;
b) the Subscriber or any User fails to abide by the Terms of Use, or other terms and conditions that may be posted on the Website; or
c) the Province deems such suspension or cancellation necessary for any good and valid reason.
13. This Agreement will be in effect from the date of execution until terminated pursuant to the provisions of this Agreement.
14. The Province may terminate this Agreement:
a) if, in the Province's sole discretion, the Subscriber or any User breaches a term of this Agreement, including its obligations pursuant to paragraph 5 of this Agreement, immediately upon giving written notice of termination to the Subscriber; or
b) for any other reason, on giving at least 10 days' written notice of termination to the Subscriber.
15. No failure or delay on the part of the Province to complain of an act or failure of the Subscriber or a User, or to declare the Subscriber or a User in breach of this Agreement or the Terms of Use, will constitute a waiver by the Province of its rights under this Agreement.
16. The Subscriber will not, without the prior written consent of the Province:
a) assign or transfer this Agreement or any of its rights under this Agreement; or
b) subcontract any obligation of the Subscriber under this Agreement.
17. The Subscriber agrees that the Province may, at its sole discretion, amend the terms and conditions of this Agreement by providing notice of the revised Agreement to the Subscriber. Continued use of the Customer Profile constitutes acceptance by the Subscriber of the revised Agreement.
18. THE PROVINCE ASSUMES NO RESPONSIBILITY OR LIABILITY TO ANY SUBSCRIBER, USER OR OTHER PERSON USING THE CUSTOMER PROFILE, ACCESSING ANY E-SERVICE OR ANY INFORMATION GENERATED THEREFROM, AND IN PARTICULAR:
a) in no event will the Province and its servants, agents, directors, contractors, and employees be liable for direct, indirect, general, special, or consequential damages including personal injury, lost profits, lost savings, or any other incidental damages arising out of the use of, or inability to use Corporate Online or the e-Services, or to utilize any information or data contained therein; and
b) the Province and its servants, agents, directors, contractors, and employees make no warranty or representation, either express or implied, with respect to Corporate Online or the e-Services, any information or data contained therein, or with respect to their performance, quality, merchantability, or fitness of Corporate Online or the e-Services for a particular purpose.
19. The Subscriber indemnifies and saves harmless the Province and its servants, agents, directors, contractors, and employees (each an "Indemnified Person") against any and all losses, claims, damages, actions, causes of action, costs and expenses that an Indemnified Person may sustain, incur, suffer, or be put to by reason of an act or omission of the Subscriber or of its servants, agents, directors, contractors and employees, including by reason of the unauthorized release of information to third parties or the provision of incorrect, incomplete or misleading information to third parties, and the operation or failure of the Subscriber's computer hardware, software, or equipment.
20. Any notice, consent, waiver or other document referred to in this Agreement, to be effective, must be in writing and will be deemed validly given or delivered to and received by the addressee, if mailed then on the third business day after the mailing by prepaid post addressed, if sent by facsimile transmission then when so transmitted, or if sent by electronic mail then on entering an information system outside the control of the addressor,
if to the Province:
Corporate Registry
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
Email: Peter.Spearman@gov.bc.ca
Attention: Peter Spearman
and, if to the Subscriber:
to the registered name at the company address or email address associated with the related company.
21. Any of the parties may give notice to the others of a substitute address, fax number, email address, or name or title of contact person from time to time.
22. This Agreement and any modification of it constitute the entire agreement between the parties.
23. The Schedules to this Agreement are part of this Agreement.
24. Time will be of the essence of this Agreement.
25. This Agreement will not in any way make the Subscriber or any User an employee, agent or independent contractor of the Province.
26. This Agreement will be for the benefit of and be binding upon the successors and permitted assigns of the Subscriber.
27. All provisions of this Agreement in favour of the Province and all rights and remedies of the Province, either at law or in equity, will survive the termination of this Agreement.
28. This Agreement is governed by and is to be construed in accordance with the laws of British Columbia.
The following Terms of Use apply to your access to, and use of, the Website, as well as the materials and information accessible on or from the Website. Your failure to abide by these Terms of Use may result in the suspension or cancellation of your Customer Profile used to access any e-Service. In addition, the Province reserves the right to pursue any remedy available at law or in equity. Please print a copy of this Terms of Use for your records.
This Terms of Use may be modified without notice. In the event that changes are made to this Terms of Use, the modified version will be reposted on the Website, and will be effective immediately following the reposting.
1. You will not:
a) permit any third-party to use your Customer Profile or passwords;
b) divulge, share or compromise your Customer Profile or passwords;
c) use or attempt to use the Customer Profile or password of any other Subscriber;
d) modify or attempt to modify any Customer Profile or password except as required by normal business use;
e) attempt to defeat or compromise the security related to Corporate Online or any e-Service;
f) take any action that might reasonably be construed as altering, destroying or rendering ineffective the security related to Corporate Online or any e-Service; or
g) alter, decompile, disassemble, reverse engineer, or otherwise copy any source code associated with Corporate Online or any e-Service.
2. You will not take any action that would be inconsistent with or infringe any proprietary and intellectual property rights of the Province or its licensors to any software, hardware, servers, networks or other equipment, and to any documentation or information, used in relation to Corporate Online or any e-Service. All content on the Website, including the selection and arrangement of the material, is the copyrighted property of the Province. You may not copy, reproduce, republish, download, transmit, modify distribute, or create derivative works based on the Website, the contents of the Website, or its services, except with the prior written permission of the Province.
3. You will treat as confidential and will not publish, release or disclose, or permit to be published, released or disclosed either before or after the termination of this Agreement, any information of the Province or any third-party information supplied to, obtained by, or which comes to your knowledge as a result of your access to the e-Services and Corporate Online without the prior written consent of the Province, and the third party, as applicable.
4. CORPORATE ONLINE AND THE E-SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE PROVINCE DOES NOT WARRANT THE ACCURACY OR THE COMPLETENESS OF CORPORATE ONLINE OR THE E-SERVICES, OR THAT CORPORATE ONLINE OR THE E-SERVICES WILL FUNCTION WITHOUT ERROR, FAILURE OR INTERRUPTION. FOR THE PURPOSES OF THIS SECTION, THE PROVINCE INCLUDES ITS SERVANTS, AGENTS, DIRECTORS, CONTRACTORS AND EMPLOYEES.
5. NO ACTION MAY BE BROUGHT BY ANY PERSON AGAINST THE PROVINCE FOR ANY LOSS OR DAMAGE OF ANY KIND CAUSED BY ANY REASON OR PURPOSE INCLUDING, WITHOUT LIMITATION, RELIANCE ON THE FUNCTIONING OF CORPORATE ONLINE OR THE E-SERVICES.
6. Your access to the e-Services will be governed by, and construed and interpreted in accordance with, the laws of the Province of British Columbia, Canada.
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