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Agreement

1) These terms and conditions (the “Agreement”) govern your access and use of the website located through the URL WWW.TRACUMENT.COM and all associated subdomains and directories (the “Website”), all content services accessible through the Website (the “Services”), and the software, if any, necessary to access and use the Website from time to time.

2) By accessing the Website at any time and in any way you explicitly agree to be bound fully by the terms of this Agreement. This Agreement also includes a Privacy Policy, Security Statement, and such other policies, statements and guidelines as may be enacted by Tracument from time to time. Although these additional policies, statements, and guidelines may be published elsewhere on the Website for ease of reference, they (and all of their respective revisions and replacements) are all deemed to be included in this Agreement, and you agree to be bound by all such policies, statements, and guidelines (and their respective revisions and replacements), published at or through the Website.

3) You consent to the exchange of information and documents between us electronically over the Internet or by e-mail, and that this electronic Agreement, along with all other electronic documents, policies and notices, delivered to you electronically or otherwise published at or through the Website shall be the equivalent of written paper instruments fully and properly executed by you and shall in all cases be deemed evidence of your full binding agreement to these terms.

4) You should refer back to the Website to review this Agreement from time to time, as we may alter or update the Agreement with no further notice to you, and all such alterations or updates will be binding on you. Your continued use of the Website after the publication there of any alteration to this Agreement will be conclusive evidence of your acceptance to be bound by the Agreement as altered.

Who We Are

5) The Website and the Services are provided by Tracument Solutions Incorporated (“Tracument”), a company registered in Canada under the laws of British Columbia. Our head office is located at 170 – 422 Richards Street, Vancouver, BC, V6B 2Z4. Additional details about Tracument are available on the Website.

6) If you have any comments or questions at all about the Website, its contents, or any other aspect of our activities, please contact us at legal@tracument.com.

System Requirements and Media Formats

7) While we have designed the Website to be as user-friendly and accessible as possible, in order to function properly, or for you to properly view and transmit certain material or documents through the Website, the Website may require that you have special software installed on your computer and that your computer meet certain basic requirements.

8) It is your responsibility to ensure that your computer devices meet all requirements of the Website. We will not be responsible for any lack of functionality or service failures that may result due to your equipment (which includes, without limitation, your computer, internet connection, routers, operating system, software, plugins, security settings, and peripherals). You acknowledge that the quality of the Services may be affected, and may be degraded, as a result of your equipment, which shall be your responsibility.

9) You agree that we may upload and download (to and from your computer) certain packets of content and information from the Website (whether as cookies or other forms of digital applications and information), and we may use this content and information in order to assist us with the efficient provision of Services through the Website.

Registration and Website Security

10) Some features may be available to you through the Website without registration. For example, you may be allowed to view basic articles, tips, knowledge bases, and other content without registering with us. However, in order to interact with the Website and to engage in its main functionalities and document transmission and tracking systems, you will first need to register with us and create an account through the Website. In registering with us, you will provide us with certain personal information which will be subject to the terms of this Agreement.

11) Your registration information will include passwords and other information that you will use to access the Website. You should be very careful to keep this information confidential, as you will be responsible for all activity that occurs through your account and for all charges accruing. We have no way of independently verifying any person who accesses the Website through your account, other than by way of our standard authentication procedures, and we will not be responsible for any losses or harm suffered by you or anyone else as a result of any access or use of your Website account.

12) We use industry standard security protocols to administer and protect the Website. Nevertheless, malicious persons do exist online, and Tracument shall not be responsible for any losses or damages resulting from any malicious third-party attack or hacking of the Website.

13) Subject to the terms of this Agreement, you may terminate your account at any time by using the links provided at the Website for that purpose. You can also send a request for termination to: accounts@tracument.com.

Your Promises to Us

14) You acknowledge and promise to us that:

  1. you are over the age of 19 years, and are fully competent to enter into contracts in Canada, and that you agree to be bound fully by the terms of this Agreement;
  2. you are properly authorized by the organization you purport to represent to enter into this Agreement and to fully bind your organization according to the terms of this Agreement;
  3. all information provided by you to us from time to time is complete, true, accurate, and up to date;
  4. you will not use the Website for any illegal or improper purpose;
  5. you will not reproduce or publish any information from the Website except in accordance with the written authorization of Tracument or, in the case of third party documents sent to you through the Website, in accordance with the written authorization of the person sending you such documents.
  6. you will defend, indemnify and hold completely harmless Tracument and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings, including threatened claims and proceedings, (“Claims”) arising out of or relating to: (a) your breach of any of the terms of this Agreement; (b) your access to or use of the Website (or any website which is linked to or accessible through the Website); (c) your provision to us of information or other data; (d) your use of any information obtained from any third parties through the Website; or (e) your provision of any information to any third parties through the Website. The Indemnified Parties will have the right, but not the obligation, to participate through lawyers of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties (“Indemnified Claim”). You may not settle any Indemnified Claim without the prior written consent of the concerned Indemnified Parties; and
  7. if we take legal action against you for any breach of these Terms of Use and a court makes an award in our favour, you will be responsible for all costs allowable by the courts (meaning legal costs which we incur, your own costs and any other costs ordered by the court).

Your Use of the Website

15) You are entirely responsible for the content of, and any harm resulting from, any postings, documents, or materials you submit, save or upload to the Website (collectively, “Submissions”). When you submit any Submissions through the Website, you thereby confirm that:

  1. you own the Submissions posted by on or through the Website, or you are otherwise fully authorized to post and deliver such Submissions through the Website;
  2. your Submissions do not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others' computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
  3. your Submissions are encoded correctly according to the standards in effect from time to time at the Website, and do not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us;
  4. your Submissions do not contain content that endorses or promotes racism, bigotry, hatred, or physical harm of any kind discriminates, incites harassment or advocates harassment of or against another group or individual; and
  5. your Submissions are in all respects compliant with Tracument’s policies and guidelines in effect from time to time with respect to the Website.

16) You agree that in using the Website you will not:

  1. use the Website in any way that may result (whether directly or indirectly) in:
    1. any criminal activity;
    2. the infringement of our or any third party’s intellectual property, publicity rights, copyrights, contract rights, trademark rights, or any other rights; or
    3. any other unlawful outcome;
  2. use the Website in any way that interrupts, damages, impairs or renders the Website less effective;
  3. email, transmit or otherwise disseminate any content which is defamatory, obscene, hateful, in breach of copyright, vulgar or indecent or may have the effect of being harassing, threatening, abusive or hateful or that otherwise degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
  4. advertise or promote third party or your own products or services including by way of the distribution of 'spam' email;
  5. transfer files that contain viruses, trojans or other programs, which in our sole discretion are, or may be, malicious or harmful;
  6. use the username of another user or attempt to impersonate another user or person;
  7. access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures in effect at the Website;
  8. reproduce and distribute any Content (as defined below), other than content solely created by you, for any purpose; or
  9. create or facilitate any works derived from the Website Content.
  10. attempt to reverse-engineer the functionality of the website or otherwise copy any intellectual property belonging to Tracument

17) We reserve the right to, without notice and for any reason, restrict or deny your access to and use of the Website. In the event that we terminate your access to the Website, you agree to immediately stop using the Website and the Services. This shall not limit our rights in the circumstances to take any other actions against you that we consider appropriate to defend our rights or those of any other person.

Ownership and Copyright.

18) This Agreement does not grant to Tracument any rights to your files or documents transmitted through the Website, except for the limited right to store and transmit those files in accordance with this Agreement. In particular, Tracument does not own, and makes no claim to, any documents that you transmit to a third party (or that is transmitted to you) using the Website.

19) However, you acknowledge that any and all other information, content, reports, data, databases, graphics, videos, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade names contained on the Website except for the material referred to in paragraph 18) above (collectively the “Content”) including the penetrate any security measures in effect at the Website; created by you, for any purpose; or manner in which the Content is presented or appears and all information relating thereto, are the sole property of Tracument, its licensors, or of their respective owners as indicated, as the case may be. No licence to, or waiver of any rights in, any of the Content is granted or implied by the availability to you of the Website or any Services.

License to Use Your Information.

20) You hereby grant to us the perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable license (the “Licence”) in and to your Submissions for the purposes outlined in this paragraph. The Licence grants to Tracument, in respect of each and every of your Submissions, the rights to run, display, copy, reproduce, reformat, publish, bundle, distribute, and otherwise use your Submissions for the purposes set out in the Website. You represent and warrant that you have the right to grant the Licence as set out above.

Limitations on Liability and Disclaimers.

21) Tracument recognizes the need for confidentiality in the transmission of documents through the Website, and accordingly uses industry standard security protocols in maintaining the security of the Website and of your documents. Still, there is no guarantee that documents, information and transactions on the Website (or on the Internet generally) will be maintained confidential and secure in event of malicious third party attacks or infrastructural problems outside of Tracument’s control.

22) The use of the Website and the Website Content is solely at your own risk, and Tracument assumes no liability whatsoever pertaining to the Website Content, your use of the Website, or the receipt, storage, transmission or other use of your Submissions or your personal information. Tracument will not be responsible for any damages that you or any third-party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize Tracument to make, or for any errors, omissions, or any changes made to any transmitted, stored or received information.

23) You agree that you will take all reasonable steps to retrieve documents sent to you through the Website and to backup and safeguard all such documents on computer systems that are not controlled by Tracument.

24) The Website and the Website Content are not to be construed as a form of promotion or an offer to sell any particular product or service other than the Products. The Website may contain links to other sites. Tracument does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such other sites, and when you access such sites, you are doing so exclusively at your own risk. In providing links to other websites, Tracument is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another website through the Website should not be construed to mean that Tracument is endorsing, affiliated or associated with the operators of any other such website.

25) For clarity, the mention of another person or its product or service on the Website should not be construed as an endorsement of that party or its product or service.

26) You are solely responsible for your retrieval and use of the Content (including the Products). You should apply your own judgment in making any use of any Content, including, without limitation, the use of the information or Products as the basis for any conclusions or decisions.

27) Tracument may provide to you through the Website information and opinions regarding document delivery, management best practices, or other subjects. The provision of such information is strictly as a courtesy, and your use of such information and opinions is solely at your own risk.

28) Except as expressly provided in this Agreement, the Website and all Content, Products, services and software on the Website or made available through the website are provided strictly “as is” and “where is” without any representations, warranties, guarantees or conditions, of any kind, whether express or implied, statutory or otherwise, including but not limited to, warranties as to uninterrupted or error free operation, availability, accuracy, completeness, currentness, reliability, timeliness, legality, suitability, privacy, security, merchantability, quality, title, non-infringement or fitness for a particular purpose, or those arising out of a course of dealing or usage of trade.

29) In no event will Tracument, its affiliates, agents, licensors, suppliers, representatives or other contractors, or their respective directors, officers or employees be liable for any special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages, howsoever caused, including but not limited to: damages for loss of use, lost profits or lost savings, even if Tracument or any of its lawful agents or employees have been advised of the possibility of such damages or claim.

30) In no event will Tracument, its affiliates, agents, licensors, suppliers, representatives or other contractors, or their respective directors, officers or employees, be liable for damages or losses resulting from: viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party web sites; the internet backbone; personal injury; third-party content, products or services; damages or losses caused by you, or your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use the Website or the Content; any other website accessed to or from the Website; or events beyond the reasonable control of Tracument, even if Tracument or any of its lawful agents, or employees have been advised of the possibility of such damages or claim.

31) In no case will the cumulative total liability of Tracument, its affiliates, agents, licensors, suppliers, and their respective directors, officers and employees arising under any cause whatsoever be for more than the amount of funds that you have actually paid to Tracument through the Website as of the date of any claim that you allege.

32) Tracument assumes no obligation to update the Content on the Website. The Website Content may be changed without notice to you. Tracument is not responsible for any Content or information that you may receive through the Website and which you may find undesirable, offensive, or objectionable.

33) Tracument disclaims any liability for unauthorized use or reproduction of any portion of the Website.

34) Any and all claims whatsoever against Tracument related to the Website or the delivery or provision by Tracument of anything (including, without limitation, any Products) through the Website must be brought within 1 year from the date on which such claim arose, after which time your right to bring such claim will expire and be extinguished.

Fees

35) Tracument provides a secure platform allowing you to transmit and track documents for exchange with third parties. The fees charged by Tracument are strictly for services relating to the platform. Tracument has no participation in or control over the content of documents sent or received, the responsiveness of third parties, or over any other matter relating to the use or transmission of documents through the Website.

36) All payments are fully non-refundable, unless Tracument in its sole discretion determines that a refund is appropriate.

37) Any effort to use Tracument’s services while circumventing or avoiding the payment system within the Website may result, in Tracument’s sole discretion, in suspension of your account and termination of services. Whether any given activity constitutes an effort to circumvent or avoid Tracument’s payment system will be determined by Tracument in its sole discretion.

38) You will generally be required to maintain funds in your account sufficient to pay for any document transmissions through the Website. You may, however, have arrangements in place where you pre-authorize Tracument to make automatic withdrawals from your bank account in order to maintain your account balance or to otherwise pay for transmissions through the Website. In event that any preauthorized payments are returned or denied, Tracument shall have the immediate right to suspend your account until sufficient funds are available in your account. All returned or denied payment requests will attract a processing fee of $25.00 (plus applicable taxes).

39) Tracument expressly reserves the right to review and modify its fee policies from time to time, and you will be bound by all such policies immediately on publication of those policies on the Website.

Website Content

40) When you access the Website, you will be able to purchase certain document delivery services, document management products, and other products that may become available (collectively, the “Products”), along with other of the Content. All purchases made through the Website are final and all funds paid to purchase any Products are fully non-refundable. Appropriate sales taxes will be also charged in addition to any published purchase price of such Products.

41) Tracument has no specific rights in or to the documents you receive from third parties using the Website, and so no rights are granted to you by Tracument in respect of those documents. You may, however, obtain rights to such documents from the persons sending them.

Content Concerns

42) If you are concerned that any Content available through the Website is infringing your copyrights (or any other of your rights), or is otherwise inappropriate, you may notify us at: legal@tracument.com. Please provide us detailed information about your concerns, along with your contact information. We will take such steps as we believe are reasonable in the circumstances to ensure that infringing material is not published through the Website. Termination.

43) This Agreement is effective until terminated by Tracument in Tracument's sole and unfettered discretion. We may terminate this Agreement without notice to you if you fail to comply with any of its terms, or if we have any other reason, in our sole discretion, to do so. Any such termination by Tracument shall be in addition to and without prejudice to such rights and remedies as may be available to Tracument, including injunction and other equitable remedies.

44) Notwithstanding the above, the disclaimers, limitations on liability, ownership, termination, interpretation, the Licence, your warranty and the indemnity provisions of this Agreement shall each survive the termination or expiry of this Agreement.

Governing Law.

45) Tracument, the Website and the Website Content (excluding linked web sites or content) are deemed to be physically located within the Province of British Columbia, Canada. This Agreement, and your use of the Website, will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, and shall be treated in all respects as a British Columbia contract, without reference to the principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of the British Columbia courts, provided that Tracument may at any time elect to resolve any dispute by arbitration in accordance with the provisions of the Commercial Arbitration Act [RSBC 1996], Ch. 55. In event that Tracument makes such an election, you agree to submit to all such proceedings and the findings of any arbitrator on any matter shall be final and binding.

Interpretation.

46) The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect its total construction or interpretation. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

Entire Agreement.

47) This Agreement as it may be amended from time to time in accordance with its provisions, and any and all other legal notices and policies on the Website, constitute the entire agreement between you and Tracument with respect to the use of the Website and the Website Content.

Amendment and Waiver.

48) Tracument reserves the right, in its sole discretion, to amend or replace these Terms of Use at any time by posting amendments or replacements on the Website. You are responsible for periodically reviewing the Website and you are deemed to be aware of such amendments immediately when they are published. If you do not agree to the amended terms and conditions, you shall immediately stop using the Website. Access to the Website or use of the Website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended or replaced Terms of Use. No supplement, modification or amendment to these Terms of Use and no waiver of any provision of these Terms of Use shall be binding on Tracument unless executed by Tracument in writing. No waiver of any of the provisions of these Terms of Use shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Severability.

49) Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable will only be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision.

Enurement.

50) This Agreement shall enure to the benefit of and be binding upon you and Tracument and our respective principals, agents, successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.