TERMS AND CONDITIONS
Last Updated: May 27, 2019
I AGREE THAT:
“Government program” means a program authorized or maintained by Ontario’s Ministry of Government Services. Some examples of databases maintained by Government programs are ONBIS (the Ontario Business Information System) and the one kept for filings under the PPSR (Personal Property Security Registration), both maintained by the Ministry of Government Services of Ontario; and NUANS® (the Newly Upgraded Automated Name Search System), a computer database under the authority of Industry Canada.
“Services” means products or services provided from time to time by Dye & Durham Corporation and, for greater certainty includes: a search of a record or index, a copy of information, a certificate, a filing or registration, or a request for supplies, and “Service Request” means a request to Dye & Durham Corporation to provide a Service.
2. TITLE AND USE OF DYE & DURHAM ACCESS AND PRODUCTS
Dye & Durham Corporation owns all right, title and interest in the software, databases and material used by it to provide its Services to me including copyright, intellectual property and other proprietary rights, subject only to the ownership of any Government program database that Dye & Durham Corporation is accessing in order to provide the Services requested by me.
My access to Dye & Durham Corporation or its Services is limited to the processing of Service Requests made by me. I shall not use or knowingly permit or assist any other person to use the access:
in a computer service or timesharing business;
to create a database in an electronic or other format or for the purpose of data aggregation or dissemination (other than for my internal archival use);
for the purpose of commercial resale of the responses except to resell the exact response received by me from Dye & Durham Corporation, without altering its contents by adding to the contents or co-mingling other data with them;
to develop, in whole or in part, a duplicate of eCore’s database or any Government database;
to file or register information that is false or misleading.
I will not alter the form (either in content or layout) or the result of any Service.
I am entirely responsible for maintaining the confidentiality and security of account name, login and password. I am responsible for any and all activities that occur under my access.
I agree to notify Dye & Durham Corporation immediately of any unauthorized use of my access to it or any other breach of security.
Dye & Durham Corporation may terminate my access to it without warning to me, if I breach any of the terms and conditions set out here.
3. COMPLIANCE WITH TERMS OF GOVERNMENT PROGRAM
I will comply with any terms and conditions imposed by any Government program upon end-users accessing its product through Dye & Durham Corporation.
Where a Government program requires that certain equipment or supplies be used, it is my responsibility to obtain and use such equipment or supplies.
4. EQUIPMENT AND RELATED SOFTWARE
I am entirely responsible for obtaining, installing, maintaining and operating, at my own expense, all the computer equipment, supporting software and any services such as access to the Internet, required to process Service Requests and obtain Services from Dye & Durham Corporation. I acknowledge that Dye & Durham Corporation is not responsible for any performance deficiencies due to my equipment or network or my Internet access nor is it responsible for ensuring that my equipment is protected against viruses and other malware.
5. ACCURACY OF SERVICES
I am entirely responsible for the formulation, accuracy and completeness of both any Service Requests and the consequent Service. It is my responsibility to determine which Services I desire, to accurately make the Service Request and to review the Services received.
I acknowledge that both Dye & Durham Corporation and any Government program are either recording information provided by me, or providing me with information already contained in their respective databases and that neither Dye & Durham Corporation nor any Government program makes any representation or warranty as to the suitability, correctness, accuracy, completeness, timeliness or reliability of the information, or the use or the results of the use of the Services, or that they will be merchantable or fit for any purpose.
Dye & Durham Corporation will not be responsible for unauthorized access to or alteration of my Service Requests or Services, or for them not being transmitted or received.
6. DELAYS IN PROCESSING SERVICE REQUESTS
I acknowledge that:
the processing of Service Requests is subject to availability of both my access to eCore and access by Dye & Durham Corporation to any Government program database;
Dye & Durham Corporation will use reasonable efforts to process Service Requests and provide Services in an expedient manner, but: reserves the right to schedule the work in such a manner as will, in its opinion, improve the efficiency of its service or, upon notice if it is not an emergency, to temporarily interrupt access to itself to service or make changes to its equipment configuration, methods and rules of operation, accessibility periods, client identification procedures, or system software if, in its opinion, such change or modifications are necessary as part of its contractual agreement with a Government program or desirable to improve its Services;
Dye & Durham Corporation does not represent that access to it will not be interrupted and assumes no responsibility for any interruptions in access to it or delays in processing of Service Requests or Services;
if I intend to obtain data from a Government program database Service through Dye & Durham Corporation and disseminate it to anyone, I will advise the third party of these limitations.
I agree to indemnify and hold Dye & Durham Corporation harmless from any claim, demand or damages, including reasonable lawyers’ fees on a solicitor and own client scale, asserted by any third party or Government program due to or arising out of my access to eCore or my use of the Services.
Each Monday, Dye & Durham Corporation shall send me an electronic invoice for Service Requests made for the preceding week. For each Service Request made by me or under my access to eCore, I will pay Dye & Durham Corporation, the processing fee for the Service set out in the applicable fee schedule (as amended from time to time), plus any disbursements paid by Dye & Durham Corporation to any Government program in order to process the Service Request, plus any applicable taxes (the total of these items being called “the Charges”). I will pay the Charges in accordance with the terms of payment for the services I have chosen.
If I wish to dispute the amount of Charges payable to Dye & Durham Corporation, I shall give Dye & Durham Corporation written notice within five (5) business days after the date that Dye & Durham Corporation’s invoice is received or my account debited, failing which the Charges will be deemed to be accurate. Any notices by me to Dye & Durham Corporation shall be in writing and may be given by personal delivery, or sent by electronic mail with “receipt requested”, or sent by electronic facsimile, or mailed by prepaid registered mail, or delivered by courier services, to the address for Dye & Durham Corporation shown on its website. Notices shall be deemed to have been received: on the date of personal delivery or the date of delivery by courier service; the business day following the date of facsimile transmission or electronic mail transmission; or the third (3rd) business day after the date of mailing by ordinary or registered mail.
I shall pay to Dye & Durham Corporation any costs, including reasonable lawyers’ fees on a solicitor and own client basis, incurred by it in collecting any amounts owed to it by me.
9. LIMITATIONS OF LIABILITY
In no event will I hold either Dye & Durham Corporation or the Government database liable for damages, including any loss of profits or other incidental or consequential damages arising out of my use or inability to use the eCore website, make Service Requests or obtain Services or for inaccurate or out-of-date information contained in the eCore or Government database.
10. LIMITATIONS OF LIABILITY/REMEDIES
Dye & Durham Corporation’s sole liability in the event that I am required to resubmit an identical Service Request because of technical failure of Dye & Durham Corporation to process the first Service Request, shall be the waiver of its processing fee with respect to the second Service Request, provided that in all such cases Dye & Durham Corporation shall not be liable for any failure due to a cause beyond its control, including without limitation, acts of God, riots, and insurrections. In no event shall Dye & Durham Corporation be liable for any damages exceeding the value of the Charges of the initial Service Request or for consequential damages.
Dye & Durham Corporation may from time to time, amend its fees or the terms and conditions for access to its Services upon notice. The notice may be made by amending the appropriate screen on eCore’s website which I access for Services. If I make a Service Request after Dye & Durham Corporation has amended the screen, I will be deemed to have accepted the amended fee structure or the amended terms and conditions.
The laws of the Province of Ontario, Canada and Canada govern this agreement.
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Any cause of action arising out of or related to Dye & Durham Corporation’s Services must commence within one year after the cause of action arose; otherwise such cause of action is permanently barred.