- “Account Information” means the account and contact information submitted to the Services by Client or Users.
- “Client Information” means, together, Uploaded Information and Account Information.
- “Uploaded Information” means the files and data submitted to the Services by Client or Users.
- 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.
- 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.
- OBLIGATIONS OF CLIENT.
- 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.
- 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.
- 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.
- 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.
- 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.
- TERM AND TERMINATION.
- Term. This Agreement will remain in effect until Client’s subscription to the Services expires or terminates, or until the Agreement is terminated.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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).
- 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.
- Governing Law. The Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
- 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.
- Waiver. A waiver of any breach or default is not a waiver of any subsequent breach or default.
- Assignment. Client may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of CPCM.
- 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.
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