Terms of Use

The terms of use set out below in numbered sections (collectively, the “Terms of Use”) constitute an agreement (the “Agreement”) between CPCM & Co., a partnership (“CPCM”) and the person or firm, corporation, or other entity or organization (any of them, the “Client”) governing access to and use of the Doc.It Web Portal (“Software”) and services (together, with the Software, the “Services”).

By clicking “I Agree,” you acknowledge and agree that you have read, understood and agreed to comply with and be bound by these Terms of Use. If you are agreeing to these Terms of Use for access to and use of the Services by a firm, corporation, or other entity or organization, you are agreeing to these Terms of Use on behalf of that firm, corporation, or other entity or organization and you represent and warrant to CPCM that you have the authority to bind that firm, corporation, or other entity or organization to this Agreement.

1. DEFINITIONS.
   1. “Account Information” means the account and contact information submitted to the Services by Client or Users.
   2. “Client Information” means, together, Uploaded Information and Account Information.
   3. “Uploaded Information” means the files and data submitted to the Services by Client or Users.
2. SERVICES.
   1. Provision of Services. Client and its officers, employees, agents and representatives designated by the Client from time to time (collectively, “Users“ and any of them, a “User”) to use Client’s Services account may access and use the Services in accordance with these Terms of Use. Client is and will at all times be responsible for granting and monitoring access to and use of the Services by Users. CPCM will not, and is not required to, inquire as to proper designation of person as Users or monitor access or use of the Services by any User or any other person.
   2. Technology. CPCM will use industry standard technical and organizational security measures to transfer, store, and process Client Information. These measures are designed to protect the Client Information from unauthorized or unlawful access or use by third parties. Client agrees that CPCM may transfer, store, and process Client Information in locations determined by CPCM in its sole discretion.
   3. Changes to the Services. CPCM may change and update the Services from time to time. CPCM may send notices regarding changes or updates to the email address(es) associated with the Client account, by CPCM will not have an obligation to do so.
3. OBLIGATIONS OF CLIENT.
   1. Compliance. Client is responsible for access to and use of the Services by its Users. Client will obtain any consents necessary to allow CPCM to provide the Services in accordance with applicable laws and regulations. Client will comply with laws and regulations applicable to Client’s use of the Services, if any.
   2. Passwords and Accounts. Client will be solely responsible for: (i) maintaining the confidentiality of passwords and accounts and (ii) managing access to and use of Client accounts.
   3. Unauthorized Use or Access. Client will prevent unauthorized use of the Services by its Users and terminate any unauthorized use of or access to the Services. Client will promptly notify CPCM of any unauthorized use of or access to the Services.
4. SUSPENSION
   1. By CPCM. If a User: (i) violates these Terms of Use or (ii) uses the Services in a manner that CPCM reasonably believes will cause it liability, then CPCM may request that Client suspend or terminate the applicable Client account. If Client fails to immediately suspend or terminate the User account, then CPCM may do so.
   2. Emergencies. Notwithstanding anything in this Agreement to the contrary, if there is an emergency, relating to security or otherwise, then CPCM may immediately suspend access to or use of the Services. CPCM will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the emergency.
5. INTELLECTUAL PROPERTY. The Services are the property of CPCM and others, and are protected by Canadian and international copyright and other laws. Access to or use of the Services does not transfer to Client or any User any ownership or other rights in the Services. The Services are made available to Clients and Users solely for the purpose of facilitating the professional services rendered by CPCM to Clients. Client will not sell, resell, or lease the Services.
6. TERM AND TERMINATION.
   1. Term. This Agreement will remain in effect until Client’s subscription to the Services expires or terminates, or until the Agreement is terminated.
   2. Termination for Breach. Either CPCM or Client may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
   3. Effects of Termination. If this Agreement terminates: (i) the rights granted by CPCM to Client will cease immediately (except as set forth in this section); and (ii) CPCM may immediately delete any Uploaded Information relating to Client’s account. All of these Terms of Use will survive the termination of this Agreement.
7. INDEMNIFICATION.
   1. By Client. Client will indemnify, defend, and hold harmless CPCM from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against CPCM or its partners, officers, employees, agents or representatives regarding: (i) Client Information; (ii) Client’s access to or use of the Services in violation of this Agreement; or (iii) Users’ use of the Services in violation of this Agreement.
   2. Possible Infringement. If CPCM believes the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then CPCM may, among other things, suspend or terminate Client’s use of the affected Services.
8. DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, CPCM DOES NOT MAKE ANY WARRANTY OF ANY KIND REGARDING THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF FITNESS OR SUITABILITY FOR A PARTICULAR USE, OR NON-INFRINGEMENT OF RIGHTS OF THIRD PARTIES. CLIENT IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY UPLOADED INFORMATION.
9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CPCM NOR ITS PARTNERS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES WILL BE LIABLE UNDER THIS AGREEMENT FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSSES, COSTS, EXPENSES OR CLAIMS THEREFOR ARISING OUT OF OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES.
10. DISPUTES. Client and CPCM agree to resolve any disagreements or claims relating to this Agreement or the Services through final and binding arbitration, pursuant to the Arbitration Act (British Columbia).
11. GENERAL.
    1. Modification of Terms of Use. CPCM may revise these Terms of Use from time to time and the most current version will be posted on the CPCM website from time to time and Client is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Client agrees to be bound by the revised Terms of Use. If Client does not agree to the revised Terms of Use, Client must cease access to and use of the Services immediately.
    2. Personal Information. By accessing and using the Services, you consent to CPCM’s collection, use and disclosure of your personal information in accordance with applicable law and any policy that CPCM may institute or amend from time to time without any further notice to you or any other person.
    3. Governing Law. The Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
    4. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
    5. Waiver. A waiver of any breach or default is not a waiver of any subsequent breach or default.
    6. Assignment. Client may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of CPCM.
    7. Force Majeure. CPCM will not be responsible for inadequate performance to the extent caused by a condition that was beyond the reasonable control of CPCM.