IMPORTANT: BY COMPLETING THIS AGREEMENT FOR INTERESTBLOCKER ONLINE SERVICE (THE "SERVICE") CUSTOMER, IF CUSTOMER A FIRM OR CORPORATION, CUSTOMER REPRESENTS THAT THE INDIVIDUAL(S) EXECUTING THIS SUBSCRIPTION SERVICE AGREEMENT HAS/HAVE COMPLETE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER, ACKNOWLEDGES AND AGREES THAT ALL OF THE OBLIGATIONS OF CUSTOMER SET OUT HEREIN ARE ENTERED INTO BY CUSTOMER ON BEHALF OF CUSTOMER AND ALL OF ITS PRINCIPALS, EMPLOYEES AND CONTRACTORS, AND CUSTOMER SHALL HAVE TAKEN ALL REQUIRED STEPS TO DRAW TO ITS USERS' ATTENTION ALL OF THE PROVISIONS OF THIS SUBSCRIPTION SERVICE AGREEMENT PRIOR TO THEIR FIRST USE OF THE SERVICE.
IF CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS OF THIS SUBSCRIPTION SERVICE AGREEMENT (THE "AGREEMENT"), DO NOT PRCOCEED TO CHECK OUT CART AND CLOSE THIS AND ALL WINDOWS.
1.1 In this Agreement the following terms shall have the following meanings:
(a) Confidential Information means any non-public information that OneLife Financial Solutions marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential, including but not limited to product schematics or drawings, descriptive material, specifications, source code or object code, OneLife Financial Solutions' business policies or practices, information received from others that OneLife Financial is obligated to treat as confidential, and all other materials and information of a confidential nature; Provided that for the purposes of clarification, Confidential Information shall not include any materials or information which the Customer shows: is at the time of disclosure generally known or available to the public or which becomes so known or available thereafter through no fault of the Customer; is legally known to the Customer at the time of disclosure; is furnished by OneLife Financial to third parties without restriction; or, is developed independently by the Customer where the Customer can document such independent development;
(b) "Documentation" means all operating manual materials, whether in printed or electronic format, including users' manuals, flow charts, drawings, and software descriptions; all designed to assist or supplement the Customer's understanding or use of the Product;
(c) Product means the web-based product and services described in this Agreement, the Documentation and the limited use of the trademarks and logos of OneLife Financial as set out in paragraph 4.D of this Agreement;
(d) Software means the OneLife Financial Solutions line of: web-based computer software server applications; compression and caching software; and, related documentation; developed, owned, manufactured and distributed by OneLife Financial Solutions;
(e) Source Code means the Software in a form in which the program logic is easily read and understood by a human being, and includes both printed listings and machine readable copies from which a printed listing is made; and
(f) Unit of Product means a version of the Product accessible by the Customer off the world wide web and a license to use the Product.
The Service consists of a browser interface, data encryption, data transmission, data access (as available) and, if applicable, Synchronization software and data storage, utilizing InterestBLOCKER software ("INTERESTBLOCKER"). This Agreement encompasses each of Customer's users accessing the Service by means of a valid account established by Customer. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service, and for paying all third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the Service.
ONELIFE FINANCIAL SOLUTIONS INC. ("ONELIFE") reserves the right to make minor modifications to specific features of the Service from time to time. In the event of any significant changes to the Service or the terms and conditions of this Agreement, ONELIFE will provide reasonable notice to the Customer of the proposed changes.
ONELIFE grants to Customer, subject to the terms and conditions of this Agreement, an individual, personal, non-exclusive and non-transferable license to use ONELIFE proprietary INTERESTBLOCKER: (a) in object code form only; (b) only in accordance with the applicable end user documentation, if any; and (c) solely in conjunction with this Agreement.
Customer agrees that Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of INTERESTBLOCKER; (b) modify, translate, or create derivative works based on INTERESTBLOCKER; (c) rent, lease, distribute, sell, resell, assign, or otherwise purport to transfer rights to INTERESTBLOCKER; (d) use INTERESTBLOCKER for the benefit of a third party; or (e) remove any proprietary notices or labels on INTERESTBLOCKER. Because INTERESTBLOCKER is proprietary to ONELIFE, Customer agrees not to publish or disclose to third parties any formal evaluation of INTERESTBLOCKER without the prior written consent of ONELIFE. Customer acknowledges that ONELIFE retains exclusive ownership throughout the world of all ONELIFE software, any portions or copies thereof, and all rights therein. Upon termination of this Agreement for any reason, the license granted to the Customer pursuant to this Agreement will terminate, and Customer and any user accessing the Service by means of a Customer account will cease to have the right to use or have access to INTERESTBLOCKER.
The Customer agrees not to engage in unacceptable use of any Product, which includes, without limitation, use of the Product to: (a) disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis, provided, OneLife Financial, in its sole discretion, may permit the Customer, if the Customer has a legitimate purpose and after request, to send more email than OneLife Financial's standard STMP relay limit; (b) disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regular or restriction of Canada or the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which the Customer do not have authorization to access or at a level exceeding your authorization; (g) disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program; (h) engage in any other activity deemed by OneLife Financial to be in conflict with the spirit or intent of this Agreement or any OneLife Financial policy; or (i) use your server as an "open relay" or similar purposes. Customer hereby agrees to defend, indemnify and hold ONELIFE harmless from and against any claims, demands, judgments, liabilities, expenses, damages, costs or losses, including legal expenses, resulting from any actions, suits or proceedings brought against ONELIFE, either severally or jointly with Customer, so far as such action, suit or proceeding is based on any claim that arises from Customer's use of the Service in an unlawful manner or in any manner inconsistent with the restrictions and policies set out in this Agreement.
The Customer agrees and covenants with OneLife Financial that: (a) it shall not sell, sub-license or otherwise transfer the Product to any person or entity; (b) its personnel shall provide prompt and meaningful feedback to OneLife Financial regarding the Customers experience in using the Product, the features of the Product and the functionality of the Product, so as to allow OneLife Financial to evaluate and improve the Product; (c) it shall promptly report to OneLife Financial all complaints, problems, claims or issues relating to the Product; (d) it shall ensure that the Product is protected at all times from misuse, damage, destruction or any form of unauthorized use.
It is ONELIFE policy to respect the privacy of its Service users. ONELIFE provides information such as Customer name, address, and credit card number to organizations (such as credit verification and billing services) to ensure that ONELIFE receives proper payment for services rendered pursuant to this Agreement. ONELIFE will not share, rent, sell, or trade personal information (including e-mail addresses) that identifies our customers or users to third parties. ONELIFE will not share, rent, sell, or trade data contained in Customer's account. However, ONELIFE may use this information to contact Customer for customer satisfaction surveys and to ensure that Customer are satisfied with ONELIFE products or services, learn about any ideas Customer may have to improve ONELIFE offerings, call Customer's attention to additional offerings or services provided by ONELIFE and communicate other information that ONELIFE believes will be useful. In addition, ONELIFE may share e-mail address and other information required to ensure that ONELIFE channel partners and contractors can provide service and support to Customer.
Scheduled Maintenance shall mean both (1) any maintenance in the ONELIFE data center at which Customer's Server or Array is located (a) of which Customer is notified at least 48 hours in advance and (b) that is performed during a standard maintenance window on Weekdays from 12 AM to 6 AM local time to the applicable data center and (2) any maintenance (a) of which Customer is notified at least 24 hours in advance if the Servers may not be accessible to the Internet and that is either (b) performed during a standard maintenance window on Saturdays from 11PM - Sundays 7AM, eastern time or (c) performed during a nonstandard maintenance window at a time approved by Customer's designated point of contact. Notice of Scheduled Maintenance will be provided to Customer's designated point of contact by a method elected by ONELIFE (telephone, email, fax or pager). Nothing in this paragraph shall prevent ONELIFE from conducting emergency maintenance on an as needed basis.
ONELIFE shall use reasonable efforts to protect Customer's data behind a firewall system, to conduct daily data backups, and to store weekly full-system backup in a separate, fire-safe facility. The Customer acknowledges that from time to time the Product may be inaccessible or inoperable for any reason, including, without limitation: (i)equipment malfunctions; (ii) periodic maintenance procedures or repairs that OneLife Financial may undertake from time to time; or(iii)causes beyond the control of OneLife Financial or that are not reasonably foreseeable by OneLife Financial, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. The Customer acknowledges that OneLife Financial has no control of availability of the Product on a continuous or uninterrupted basis. The Customer agrees that OneLife Financial shall not bear any responsibility for the consequences of the Product not being accessible or operable in such circumstances.
ONELIFE or its designee(s) shall provide telephone and e-mail support for Customer's use of the Service between 9:00 a.m. and 5:00 p.m. (Eastern Standard Time) Monday to Friday, except on statutory or other local holidays in Canada. ONELIFE has no obligation to provide Customer with hard-copy documentation, upgrades, enhancements, modifications, or other support unless specifically contracted to do so. Support hours provided by ONELIFE resellers are pursuant to their normal business hours, which may differ from those of ONELIFE or its designee(s).
The term of this license commences on the date of execution of this Agreement and shall continue on a month to month basis until terminated in accordance with the provisions of this Agreement (the "Term").
In consideration of Customer's use of the Service, Customer agrees to pay ONELIFE its applicable fees (the "Fees") by a payment method to be determined by ONELIFE in its discretion (by credit card, or cheque unless specifically arranged otherwise). ONELIFE reserves the right to change the form of payment prior written upon reasonable notice to Customer.
Current Fees applicable to use of the basic Service and additional services have been included as part of this agreement and can be reviewed below or obtained by contacting ONELIFE or by contacting ONELIFE authorized resellers. ONELIFE reserves the right to change the monthly Recurring Fees, applicable charges and usage policies and to institute new charges at any time, upon giving at least Sixty (60) days prior written notice to Customer (which may be sent by e-mail).
Standard Fee Schedule
InterestBLOCKER Start Up Fee (non-refundable) .................................................. CAD $299.95 One Time
InterestBLOCKER Starter .......................................................... CAD $69.95 Monthly - 10 User
InterestBLOCKER Growth ......................................................... CAD $124.95 Monthly - 20 User
InterestBLOCKER Expert .......................................................... CAD $169.95 Monthly - 35 User
InterestBLOCKER Ambassador .................................................. CAD $219.95 Monthly - 60 User
Initial enrolment for Service will be billed as follows: 1) Start Up Cost ("Start Up") $299.95 will be billed to the Customer (representing a one-time non-refundable setup fee) plus the first month of InterestBLOCKER package selected, and 2) on each subsequent Monthly Billing Date, which is defined as the next occurrence of the monthly date of this contract each month following the "Start Up" date (so long as this Agreement remains in effect), should the Customer's account not be in good standings ALL access to all users will and can be interrupted.
Backup Fees ........................................................................ CAD $99.99 per backup requested
Declined Payment (NSF) Fee .................................................. CAD $30.00 per incident
Unpaid Fees Delinquent Rate .................................................. 18% p.a. (1.5% per month)
Account Reinstatement Fee .................................................... CAD $49.95 per incident
Software Customization ........................................................... Project Basis - Please Inquire
Note: All fees and charges will be billed in accordance with the Customer's pre-arranged billing method.
Payment by fraudulent means will result in immediate and permanent termination of the account, and possible criminal penalties. Customer agrees to provide ONELIFE with accurate billing information and with truthful, accurate, and complete contact information, including Customer's legal name, corporate or firm name, street address, e-mail address, and telephone number, and to update this information within 30 days of any change to it. If the billing or contact information Customer has provided to ONELIFE is or becomes false or incorrect in any material respect, ONELIFE reserves the right to terminate Customer's access to the Service immediately without any obligation to give Customer notice of such termination or to maintain or return Customer's data. By providing a valid email address on the first page of this agreement, the Customer agrees that all written correspondence with respect to this agreement may be communicated via email.
For credit card payments, Customer's account will be considered delinquent if Customer's credit card issuer refuses for any reason to pay the full amount billed to it and that amount remains unpaid on the next Billing Date. Customer access to the Service may be suspended if Customer account is delinquent. ONELIFE may impose a charge to restore archived data from delinquent accounts. Unpaid Fees and other charges are subject to applicable charges in accordance with ONELIFE's Standard Fee Schedule. Any account which is suspended for more than thirty (30) days will be terminated without any obligation on the part of ONELIFE to give Customer notice of termination or to maintain or return Customer's data.
If Customer believes that ONELIFE has billed Customer incorrectly, Customer must contact ONELIFE in writing no later than thirty (30) days after the Billing Date on the first statement in which the error or problem appeared, in order to receive an adjustment or credit.
Either the Customer or OneLife Financial may terminate this Agreement by providing the other party with thirty (30) days' prior written notice of terminations. At the termination of the Term: (a) the Customer shall immediately cease using the Product; (b) the Customer shall immediately: (i) return all tangible and electronic elements of the Product and any Confidential Information (as defined below) in its possession to OneLife Financial; (ii) permanently delete any elements of the Product in electronic form that may remain in the Customer's computer system; and (iii) provide OneLife Financial with written confirmation of the foregoing upon OneLife Financial Solutions' request;
Customer will choose or be given all applicable passwords to use in connection with the Service. Customer is entirely responsible for maintaining the confidentiality of Customer passwords and accounts (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by Customer). Customer is entirely responsible for any and all activities that occur under Customer's accounts (including, if applicable, the accounts of each user accessing the Service by means of an account established by Customer), and Customer shall ensure that Customer exits from each Customer account at the end of each session. Customer shall notify ONELIFE immediately of any unauthorized use of Customer's account (including, if applicable, the passwords and accounts of each user accessing the Service by means of an account established by Customer) or any other breach of security. ONELIFE is not and will not be liable for any loss, costs or damage sustained by Customer arising from Customer's failure to comply with these requirements.
This Agreement is a month to month agreement, automatically renewable unless either party gives notice of alteration of level of service under or termination of this Agreement in writing served by any means permitted under this Agreement.
If Customer has purchased the Service, Customer will pay in full for the Service up to and including the last day of the current billing cycle. A notice given by Customer to ONELIFE as to cancellation of the Service (and termination of this Agreement) or reducing the level of the Service under this Agreement received by ONELIFE prior to thirty (30) days before the end of the Customer's then current billing cycle will incur no additional Service Fees after the end of that billing cycle, and if such notice is received by ONELIFE after thirty (30) days before the end of the Customer's then current billing cycle, ONELIFE will be entitled to charge and receive one (1) additional month of Service Fees.
ONELIFE may alter the level of service under or terminate this Agreement without cause by giving Customer at least thirty (30) days prior notice thereof. If Customer shall fail to pay any Fees or other amounts due or shall be in default under any term or provision of this Agreement and any such failure or default shall continue for fifteen (15) days after ONELIFE shall have notified Customer in writing of such default, then, and in any such case, it shall be conclusively presumed that Customer has repudiated this Agreement in which case ONELIFE may, at its election, and without prejudice to any other right or remedy available in law, accept the repudiation by giving written notice to Customer accepting the repudiation, thus terminating this Agreement.
Upon termination of this Agreement for any reason, Customer will immediately cease all use of the Service and INTERESTBLOCKER and any associated documentation, and shall destroy its copies of any elements of INTERESTBLOCKER then in Customer's or its users' possession. ONELIFE will remove the data of a Customer after termination. ONELIFE may, but is not obligated to, delete archived data, but will not do so until thirty (30) days after the termination of this Agreement. Customer is entitled to receive a back-up of Customer data, subject to the then current fee for the Data Delivery Service. Delinquent Customer accounts must be brought to good standing in order for Customer to receive data from ONELIFE.
The following provisions shall survive termination of this Agreement: Section 3 (Use of ONELIFE InterestBLOCKER Proprietary Software), 4 (Restrictions and Policies), 7 (Term, Provision of Contact, Billing Information and Payment of Fees), Section 12 (Alteration and Termination), Section 13 (Warranty and Disclaimer), Section 14 (Limitation of Liability), Section 15 (Trademark Use) Section 16 (third Party Linking) and 17 (General). Termination is not an exclusive remedy and all other remedies available at law will be available whether or not this Agreement has been terminated. Notwithstanding the foregoing, if Customer is dissatisfied in any way with the Service, the materials available on or through the Service, or with any of InterestBLOCKER terms and conditions, Customer's sole and exclusive remedy is to discontinue using the Service.
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND ONELIFE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ONELIFE DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S RISK AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM USE OF THE SERVICE.
THE TOTAL LIABILITY OF ONELIFE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UPON WHATEVER CAUSE OF ACTION ANY CLAIM IS BASED (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICTLIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER TO ONELIFE FOR THE SERVICE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION ON WHICH THE CLAIM IS BASED. NEITHER ONELIFE FINANCIAL SOLUTIONS INC. NOR ITS LICENSORS SHALL BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE PROCUREMENT), WHETHER OR NOT FORESEEABLE AND EVEN IF ONELIFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ONELIFE may, at its election, provide links from the Service to other World Wide Web sites or resources. Because ONELIFE has no control over such sites and resources, Customer acknowledges and agrees that ONELIFE is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Customer further acknowledges and agrees that ONELIFE shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
As part of the license hereunder, during the Term, OneLife Financial authorizes the Customer to use the trademarks and logos of OneLife Financial which OneLife Financial has designated for use generally by its licensees, solely in connection with the use of the Product and subject to the policies governing the use of such trademarks and logos as OneLife Financial may publish and provide to the Customer from time to time. No advertisements, brochures and other materials incorporating such trademarks or logos will be used by the Customer without having received OneLife Financials written approval prior to any such use or publication thereof. All such use shall ensure to the benefit of OneLife Financial and the Customer will not acquire any rights in such trademarks or logos.
This Agreement is between ONELIFE and Customer, and is not for the benefit of any third party, whether directly or indirectly (including, if applicable, any user accessing the Service by means of an account established by Customer). The forbearance of either party to exercise in any respect any right provided for in this Agreement will not be deemed to be a waiver of such right in the future. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or otherwise transferable by Customer except with the prior written consent of ONELIFE. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL GOVERNMENT OF CANADA WITHOUTREGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. CUSTOMER AND ONELIFE AGREE TO SUBMIT TO THE EXCLUSIVEJURISDICTION OF THE COURTS LOCATED IN THE CITY OF TORONTO IN THE PROVINCE OF ONTARIO. Customer and ONELIFE agree that any cause of action arising out of or related to this Service must commence within six (6) months after the cause of action arose; otherwise, such cause of action is permanently barred. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing signed by both parties, except only as is otherwise specifically provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind ONELIFE in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns of ONELIFE, but shall not be assigned by Customer without the prior written consent of ONELIFE at the sole discretion of ONELIFE. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. Les parties déclarent expressément qu'elles exigent que ce contrat soit rédigé et écrit exclusivement en anglais.
END LICENSE AGREEMENT