- 1.1 These Terms apply to your access and use of the xchangedocs document exchange platform (including all services, software, applications and websites that make up the platform from time to time) (collectively, ''xchangedocs'') on a trial basis (''Trial''). Korbitec Inc. (“'we''/''us''/''our'') is licensed to provide, maintain and operate xchangedocs for the Trial during the period we designate in our arrangement with you.
1.2 As these Terms form an agreement between you and us, it is important that you familiarise yourself with these Terms before you access xchangedocs (or any part thereof) and that you not do not click the "I accept" button or use xchangedocs if you do not agree with these Terms. By clicking ''I accept'' and using xchangedocs, you agree that you have read, understood and agree to be bound to these Terms.
- THE XCHANGEDOCS SERVICE
xchangedocs is a cloud-based document sharing platform for law office professionals which facilitates the sharing and exchange of a wide variety of legal and supporting documents amongst all parties associated with a matter and also allows for the electronic service of court documents in compliance with the 2015 amendment to Ontario’s Rules of Civil Procedure. It allows users to upload, categorize and share files.
- REGISTRATION AND ACCESS
3.2 By registering as a user you: (i) agree to provide complete, accurate and current information about yourself as required; and to promptly update your information to ensure that it is accurate and current; and (ii) represent and warrant that you are authorized to enter into a binding contract with us. You agree to defend, indemnify and hold us fully harmless against all claims, damages, losses, liabilities, costs (including all reasonable legal costs), expenses, fines that we may incur or suffer as a result of you not being authorized to enter into these Terms and/or incorrect, wrong, unauthorized and/or wrongful instructions or information given by you to us.
3.3 You agree to keep your username and password strictly confidential at all times and to log out of xchangedocs when it is not in use by you. Please do not allow any third party to use your account. You are accountable for any and all use of xchangedocs using your credentials and will defend, indemnify and hold us harmless against any and all claims or losses arising from or relating to such use. Please notify us immediately if you learn of any unauthorized use of your xchangedocs account.
- GENERALLY ACCEPTABLE USE AND YOUR RESPONSIBILITIES
4.1 Once registered as a user, you will be entitled to access and use xchangedocs during the Trial.
4.1.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use xchangedocs on a compatible desktop or mobile device during the Trial solely for its intended purpose. Please note that your licence is not exclusive and we can licence xchangedocs to other users. You may not transfer your licence to any other person or allow any person to use your licence.
4.2 You agree to the following:
4.2.1 not to copy, adapt, modify, alter, de-compile, reverse engineer, attempt to derive the source code of or create derivative works of, or otherwise attempt to reproduce xchangedocs in whole or in part;
4.2.2 as part of your use you will submit content, including contact information, files, documents, images, spreadsheets, videos and the like (''Content'') for use on xchangedocs. You agree that you are at all times solely responsible for the Content, including with regard to accuracy, for ensuring that the Content and its submission to xchangedocs complies with any applicable law and for obtaining any consents which may be required for use of that Content. You will fully defend, indemnify and hold us harmless from and against any and all claims or losses arising from or relating to the Content;
4.2.3 you permit us to host, store, scan, perform back-ups and share the Content on your instruction or as is otherwise necessary for us to perform the xchangedocs service for you;
4.2.4 that we are not in any way responsible or liable for any Content;
4.2.5 that we will not be responsible for any mobile operator or service provider's network and/or Wi-Fi (wireless internet access) connectivity preventing or negatively impacting your access to xchangedocs and acknowledge that you are liable for any and all data costs necessary to access xchangedocs from your mobile device;
4.2.6 that you will be responsible for undertaking up-to-date back-ups of all Content;
4.2.7 that you remain responsible for your own conduct and ensuring that you do not use xchangedocs for any illegal purpose or purpose other than as intended; and/or
4.2.8 that you will not (i) misuse xchangedocs by knowingly introducing viruses or other material or uploading material which is malicious or technologically harmful; (ii) use xchangedocs in violation of any laws; (iii) use xchangedocs to sell any services; (iv) remove or alter any copyrights, trade-marks or proprietary marks and rights owned by us; and/or (v) upload content or information that is offensive and/or harmful, including, but not limited to, content or information that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
4.3 Any use of xchangedocs is always subject to applicable laws, including any export control laws and regulations which may apply.
- PRIVACY, CONFIDENTIALITY AND SECURITY
5.1 Your right to privacy, confidentiality and security is very important to us.
5.3 We will not and you agree that you will not disclose, copy or use any confidential information (being any information and matters which relate to the business and affairs of any party which is non-public, confidential and not readily available to competitors of such party in the ordinary course of business). All confidential information of a party remains the property of that party.
xchangedocs will be made available to you for access and use (subject to compliance with these terms) for no fee during the Trial. Following the Trial, you will be required to execute a new services agreement that includes pricing and payment terms relevant to use of xchangedocs.
- OPEN SOURCE SOFTWARE DEPENDENCIES
xchangedocs is built using Open Source Software, which may require you to install the latest supported browsers so that you are able to enjoy the full functionality of xchangedocs and to minimise any security and/or data flaws. We will not be liable for any of these. You agree that if you access the xchangedocs application from any mobile device, you will comply with and be bound by any terms and conditions prescribed for the use of the application by any third party.
Additionally, you may receive Open Source Software when you use xchangedocs. Any such Open Source Software is made available under the applicable open source license on an ‘as is, as available’ basis and we expressly disclaim any and all liability arising from your use of such Open Source Software. For the purposes of these Terms, “Open Source Software” means third party software distributed by us under an open source licensing model, including those approved by the Open Source Initiative.
- SUPPORT AND MAINTENANCE
8.1 We will provide a reasonable amount of email and telephone support during our normal business hours (8 AM to 7 PM EST) to reasonably assist you in the use of xchangedocs, including assisting with any errors or non-conformities with xchangedocs, subject to us being provided with sufficient information to assist.
8.2 We will from time to time perform updates to xchangedocs.
8.3 You understand that xchangedocs may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment (hardware) malfunctions, (b) software malfunctions, (c) periodic maintenance procedures or repairs which we and/or our third party service providers may undertake from time to time, or (d) causes beyond the our reasonable control.
9.1 Your access and use rights under these Terms apply during the Trial. You are entitled to stop accessing and using xchangedocs at any time during this period.
9.2 We are entitled to immediately suspend or terminate your right of access and use to all or part of the xchangedocs service where:
9.2.1 you are using xchangedocs other than as permitted in these Terms;
9.2.2 we have reasonable grounds to believe that xchangedocs has been, is being or may be used negligently, illegally or fraudulently;
9.2.3 we believe that the security of the systems used to provide xchangedocs may have been, is or may be compromised; and/or
9.2.4 we are legally required to do so or where unforeseen circumstances beyond our control arise which require us to do so (including where we no longer have the licence to provide xchangedocs).
9.3 We will, where possible, provide you with reasonable notice (sent to the contact details provided by you) of any suspension or termination of your access and use rights, other than in instances where (i) the law prohibits us from doing so; (ii) you are in material breach of these Terms; and/or (iii) providing notice would result in legal liability to us or would have an impact on our ability to continue providing xchangedocs to other users.
9.4 In addition to suspending and/or terminating your rights as a user, we reserve the right to take all appropriate legal action, including without limitation pursuing civil and/or criminal recourse.
9.5 Upon termination you will immediately discontinue all access and use of xchangedocs. We have no obligation to maintain Content following termination, subject to compliance with applicable laws. However, you shall have thirty (30) days to download Content after termination and you must contact our technical support for download access and instructions. We will not be liable for any damages resulting from termination of these Terms or your use of xchangedocs, including without limitation unavailability of your Content arising therefrom. Please ensure that you have undertaken back-ups of all your data and Content.
10.1 We and/or our third-party licensors own and have all right, title and interest to xchangedocs. xchangedocs is protected by Canadian copyright and trade-mark laws as well as other relevant foreign laws.
10.2 The licence that we grant to you under these Terms does not entitle you to any right, title or interest in or to xchangedocs.
10.3 Please note that if you provide us with any feedback, comments or suggestions (collectively, “Feedback”), you are hereby granting us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of, and otherwise exploit any Feedback without restriction in any manner now known or in the future conceived, and to make, use, sell, offer to sell, import and export any product or service that incorporates the Feedback, without any prior consent or further obligation to you.
10.4 You and/or the relevant third party will own all Content submitted to xchangedocs.
- LIMITATION OF LIABILITY AND INDEMNITIES
11.1 xchangedocs is provided on an “as is” and “as available’ basis without any representations, warranties or conditions of any kind, whether legal, express or implied, including the warranties and conditions of merchantability, quality and fitness for a particular purpose and non-infringement of third party rights, which we hereby disclaim. We and our third party licensors do not represent or warrant that any aspect of xchangedocs (including the xchangedocs software or services) will be uninterrupted or error free and we also do not make any representation or warranty as to the results that may be obtained from your use of xchangedocs. Neither us nor our licensors shall be liable for any claims or damages caused by the unauthorized use of the software or acts of abuse or misuse by you, nor shall we have any liability for any loss or damage in connection with or arising out of the interruption or loss of use of xchangedocs or the loss or corruption of your Content, data or files processed or stored by xchangedocs.
11.2 We will not be liable for and you will defend, indemnify and hold us harmless against all losses, liabilities, costs, expenses, fines, penalties, damage, damages and claims and all related costs and expenses (including legal fees) arising from:
11.2.1 any loss of profits, loss of business, loss of revenue, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss (whether direct, indirect or consequential) or any indirect or consequential loss of whatever nature howsoever caused arising out of or in connection with these Terms;
11.2.2 any claims or losses of whatever nature as a result of your or anyone else gaining unlawful access to xchangedocs;
11.2.3 any claims or losses of whatever nature arising out of or relating to the Content;
11.2.4 any infringement of any intellectual property or other third-party proprietary rights (including relating to the Content) by you;
11.2.5 all losses incurred as a result of unauthorized access to or alteration of your information and/or any third party information provided by you or any third party pursuant to these Terms;
11.2.6 all losses arising from relying on any information obtained by you through use of xchangedocs; and/or
11.2.7 losses arising from the unavailability of, any interruption in or your access to xchangedocs for any reason whatsoever.
- CHANGES TO TERMS
We may make changes to or update these Terms or xchangedocs, from time to time. Where any change or update will have a material impact on your use of xchangedocs or legal rights under these terms, we will notify you of the change by way of an in-product notification. If you proceed to use xchangedocs after the publication of the notification, you agree that you will be deemed to have accepted the amended Terms.
- YOUR CONTENT AND ACCOUNT
13.1 You retain all rights to any and all of your Content. You shall at all times retain a current copy of your Content outside xchangedocs for backup and archival purposes. If we reasonably believe a problem with xchangedocs may be attributable to your Content or your use of xchangedocs, then you shall cooperate with us to identify the source of and to resolve the problem. You shall comply with all intellectual property laws and obligations related to the your Content, as well as all legal duties applicable to you by virtue of using xchangedocs, including providing all required information and notices and obtaining all required consents.
13.2 You are solely responsible for (i) the configuration of your account, (ii) the operation, performance and security of your equipment, networks and other computing resources used to connect to xchangedocs, (iii) ensuring all users exit or log off from xchangedocs at the end of each session, (iv) maintaining the confidentiality of your accounts, User ID's, conference codes, passwords and/or personal identification numbers used in conjunction with xchangedocs, and (v) all uses of xchangedocs that occur using your password or account. You will notify us immediately of any unauthorized use of its account or any other breach of security. Ownership of your account is directly linked to the individual or entity that completes the registration process for the account. You acknowledge that we will rely on the information provided for issues arising with your account. We reserve the right to review your account to the extent necessary to confirm compliance with these Terms and to terminate or suspend your access for overuse and/or misuse. You agrees to pay for any overage in excess of permitted use levels.
13.3 Your account owner, and any authorized User, will have access to information in your account. We will not provide access to any other User at any time. You agree that we may rely on instructions given by the account owner via (i) email from the address on file for your account owner; or (ii) telephone. We shall bear no responsibility for any spoofed or otherwise fraudulent email instructions relating to your account. You agree that your account owner Username and/or other alias of a sender contained in an email is legally sufficient to verify the senders identity and the authenticity of the communication to us and establishes the account owner as its originator without further investigation or verification by us. We will not arbitrate any dispute over ownership of your account. You agree not to request access or information about an account that is not owned by you and to resolve any account related disputes directly with the other party. In the event of a dispute regarding your account data, we will only release information to another party other than your account owner pursuant to a court order or other notarized waiver and release as determined by us.
13.4 As part of the information exchange process in xchangedocs, if you choose to invite your contacts to share your documents, we will need to store specific information about these contacts on our servers to facilitate this process, including email addresses. You agree that at all times during your use of xchangedocs that you will comply with all applicable laws, including but not limited An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (“CASL”) and all orders made under same. You herby confirm that you are, and have at all times from and after July 1, 2015 been, in compliance with CASL in respect of commercial electronic messages sent by, and on behalf of, you. You hereby confirm that you have not received any complaints pertaining to CASL compliance, and have received no inquiries, requests for information or other correspondence from any governmental authority relating to CASL compliance. You will defend, indemnify and hold us harmless for any losses, claims, damages and penalties arising from your breach of this Section and any applicable law, including CASL.
14.1 These Terms are governed by and interpreted according to the laws in force in the Province of Ontario, Canada and the federal laws of Canada applicable therein. We and you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario in respect of any disputes that may arise in connection with these Terms. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
14.2 These Terms constitute the entire agreement between you and us with respect to xchangedocs and supersede and replace any other agreements or terms and conditions relating thereto.
14.3 Any failure by us to enforce a provision of these Terms does not mean that we have waived our right to do so later.
14.4 If any provision under these Terms is found unenforceable, it will, where possible, be replaced with an enforceable term and the remaining provisions of the Terms will remain in full effect.
14.5 You may not assign any of your rights under these Terms. We may assign our rights to any of our affiliates or subsidiaries, or to any of our successors in title or business interest.