Last Updated: January 19, 2015
Your use of the Services offered by Entax Services Inc. doing business as SREDscore (“SREDscore”, “us”, or “we”) is governed by this Agreement.
BY USING THE SERVICES, OR BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL AMENDMENTS MADE FROM TIME TO TIME. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK THE “I DO NOT AGREE” BUTTON OR OTHERWISE INDICATE REFUSAL AND DO NOT USE THE SERVICES.
1.1 Definitions. When used in this Agreement, each of the following words and phrases shall have the meanings set out below:
“Account Holder”, “you”, “your”, and other similar expressions means any person or entity using the Services;
“Information Systems” means all data storage and other information systems of SREDscore;
“Confidential Information” means all confidential information of the Account Holder provided to us through the use of the Services including:
(i) any customer, financial, operating, technical and other information and materials relating to the Account Holder’s business;
(ii) any information relating to any ideas, discoveries, inventions, formulae, algorithms, techniques, processes, know-how, trade secrets, research, data, analysis, assays, designs, method, specifications, plans, prototypes, apparatus, devices, information about software programs and subroutines, source and object code, databases, database criteria, user profiles, scripts, methodologies, technology, engineering, hardware configuration information, improvements (whether patentable or not), modules, features and modes of operation, internal documentation and technical plans; and other intellectual property, including all expressions of such intellectual property in tangible form, which are used in or relate to the Account Holder’s business; and
(iii) any information regarding plans for research, development, new products, marketing plans, business plans, business methods, budgets and any and all strategies relating to the Account Holder’s business;
“SREDscore Account” has such meaning ascribed to it in Section 2.3 herein;
“Indemnified Parties” means SREDscore and its subsidiaries, shareholders, officers, directors, agents, employees, consultants, customers, suppliers and other representatives, taken collectively;
“Premium Services” has such meaning ascribed to it in Section 3.1 herein;
“Services” means the services SREDscore provides the Account Holder, being the evaluation of the Account Holder’s draft Canada Revenue Agency Scientific Research and Experimental Development Expenditures Claim offered through the Website and any support services that may be provided by SREDscore or any of its subsidiaries, affiliates, agents, employees, consultants, or other assigns; and
“Website” means our website located at www.sredscore.com
2. ELIGIBILITY AND YOUR ACCOUNT
2.1 Eligibility. To be eligible to use our Services, you must be able to form legally binding contracts under applicable law.
2.2 SREDscore Services. Subject to the terms of this Agreement and when offered by us, you may use our Services.
2.3 Your Account. When you enroll to use our Services, you must create an account with SREDscore (“SREDscore Account”). As between you and others, your SREDscore Account belongs to you and you are responsible for anything that happens through your SREDscore Account. You agree to:
(a) use your real name on your SREDscore Account;
(b) try to choose a strong and secure password;
(c) keep your password secure and confidential;
(d) not transfer any part of your SREDscore Account; and
(e) follow the law and the provisions of this Agreement.
2.4 Password Security and Keeping Your Email and Address Current. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes that you use to access the Services. You are also responsible for keeping your email address, street address, and other personal information, up to date in your SREDscore Account.
3. PAYMENT, SERVICES, NO STORAGE OF CONFIDENTIAL INFORMATION
3.1 Premium Services. If you purchase any of our paid Services as described on the Website per the pricing schedule located at “Book a Consultation” (“Premium Services”), you agree to pay us the applicable fees and taxes in connection therewith.
3.2 Professional Advice. Any information provided to you by us is merely guidance and you agree that it does not constitute professional advice. You should consult with professional accounting, tax, legal and other advisors (a) before deciding to use our Services, and (b) to assist you in explaining or otherwise utilizing any information provided to you by us from the use of our Services.
3.3 Limits. SREDscore reserves the right to limit your use of the Services. SREDscore reserves the right to restrict, suspend or terminate your SREDscore Account if we believe that you may be in breach of this Agreement or any laws, or are otherwise misusing the Services.
3.4 No Storage of Confidential Information. SREDscore will not store, maintain, or otherwise use your Confidential Information other than to provide you with the Services. Upon delivery of the Services, SREDscore will use all commercially reasonable efforts to delete from the Information Systems the Confidential Information.
4. YOUR CONDUCT
4.1 Conduct. In connection with your use of our Website and our Services, you agree to:
(a) comply in all respects with this Agreement and any other agreements that you have entered into with us;
(b) comply with all applicable laws and regulations;
(c) not infringe our or any third-party’s copyright, patent, trade-mark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(d) provide, if requested, confirmation of your identity or any other information you have provided to us, and to cooperate with any investigations of the same by us or our third-party delegates;
(e) not facilitate the use or spread of any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
(f) not use any robot, spider, other automatic device or manual process to monitor or copy our Website without our prior written consent; and
(g) not use any device, software or routine to bypass our robot exclusion headers or to interfere, or attempt to interfere, with our Website or our Services.
4.2 SUSPECTED FRAUD. IF SREDSCORE HAS REASON TO BELIEVE, IN ITS SOLE DISCRETION, THAT YOU OR OTHERS MAY ENGAGE OR MAY HAVE ENGAGED IN ANY CRIMINAL OR CIVIL VIOLATION OF APPLICABLE LAWS, SREDSCORE WILL CONTACT THE APPROPRIATE ADMINISTRATIVE AND LAW ENFORCEMENT AUTHORITIES. YOU AGREE TO COOPERATE FULLY WITH ANY SUCH INVESTIGATIONS.
5. INTELLECTUAL PROPERTY
5.1 Limited Licence. You grant to us a limited, non-exclusive and revocable licence to access and use all information and data that you provide in order for us to deliver the Services to you. You agree not to use our Services for co-branding, framing, linking or reselling any portion of our Services.
5.2 Intellectual Property. “SREDscore”, www.sredscore.com , all related logos, products and services described on our Website (including the Services) are either trademarks or registered trademarks that belong to us or to our licensors. In addition, all Website page headers, custom graphics, button icons, and scripts are service marks, trademarks or trade dress that belong to us or our licensors. You may not copy, imitate or use any of the foregoing without our prior written consent.
6. SECURITY AND ELECTRONIC COMMUNICATION
6.1 Unsecure Electronic Channels. You accept full responsibility for all risks associated with electronic communications between us, including, without limitation, the risk that such communications may be delivered to the wrong person, intercepted, lost or altered by a third-party.
6.2 Access to Account. You are responsible for ensuring that the Services and your SREDscore Account will only be used by you. You agree that any electronic communications made by you or purporting to have been made on your behalf will be binding on you.
6.3 Notice of Unauthorized Use. You agree to notify us immediately if you know or reasonably ought to know that an unauthorized person is accessing or may access our Services (through your SREDscore Account or otherwise), or if you become aware of any actual or threatened use of our Services in a manner contrary to this Agreement.
6.4 Web Links. There may be links on our Website to websites not owned or operated by us. We make no representations about, do not endorse, and are not responsible for the content, products, services, privacy policies or practices relating to such other websites. We are not responsible for any losses realized by you or claims made against you relating to your use of such other websites.
6.5 Payment Transactions. We use a third-party to process payments transacted in respect of the Premium Services. As payment transactions are not processed by us, we are not liable or responsible for the privacy policies or terms and conditions related to the third-party service provider in connection with any payments processed in respect of the Premium Services. In addition, we are not responsible for any losses realized by you or claims made against you relating to your use of such third-party’s payment processing services.
6.6 Evidence. Electronic records and other information maintained by us regarding any electronic communications with you will be admissible in any legal, administrative or other proceedings as conclusive evidence of the contents of those communications in the same manner as an original paper document, and you waive any right to object to the introduction of any such record or other information into evidence on that basis.
8. INDEMNIFICATION; LIMITATION OF LIABILITIES; WARRANTIES
8.1 Indemnification and Release. You agree to indemnify and hold harmless each of the Indemnified Parties from any claim or demand made against such Indemnified Parties (including reimbursement of reasonable legal costs incurred) due to or arising out of your use of our Services or our Website, your breach of this Agreement or your violation of any law or right of any third-party.
8.2 LIMITATIONS OF LIABILITY. IN NO EVENT SHALL ANY INDEMNIFIED PARTY BE LIABLE FOR LOST PROFITS, ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, DISCLOSURE OF INFORMATION OR LOSS OF PRIVACY), OR ANY PENALTIES OR LIABILITIES ARISING FROM THE INCOME TAX ACT (CANADA) OR OTHER LEGISLATION OR CORRESPONDING REGULATIONS HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, OUR SERVICES OR THIS AGREEMENT INCLUDING NEGLIGENCE EVEN IF SREDSCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PENALTIES OR LIABILITIES. ANYTHING TO THE CONTRARY NOTWITHSTANDING, THE CUMULATIVE LIABILITY OF ALL INDEMNIFIED PARTIES TO YOU OR ANY THIRD-PARTIES IN ANY CIRCUMSTANCE IS LIMITED IN TOTAL TO THE LESSER OF A) THE AMOUNT OF SERVICE FEES YOU PAID TO SREDSCORE FOR A PREMIUM SERVICE, IF ANY, OR (B) FIFTY DOLLARS, AS THE SOLE AND EXCLUSIVE REMEDY.
8.3 NO WARRANTY. EVERYTHING ON THE WEBSITE, AND OUR SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE ACCESS TO ANY PART OF OUR SERVICES.
9.1 Termination by SREDscore. We may, in our sole discretion and without penalty or liability whatsoever, terminate this Agreement or your access to our Services for any reason and at any time, upon notice to you.
9.2 Post-Termination Transition. All monetary and non-monetary obligations of the parties owing or to be performed or discharged prior to the date of termination or expiration shall survive termination until such obligations have been performed or discharged.
10.1 Third-Party Providers. We may use one or more third-party service providers in the course of providing our Services. You agree that information about you may be shared with such service providers for the purposes of performing this Agreement.
10.2 Entire Agreement. Other than the pricing schedule located at “Book a Consultation”, this Agreement constitutes the entire agreement between you and us relating to the subject matter of this Agreement; it supersedes any previous agreements and discussions between us or any other contents contained on the Website.
10.3 Website. While SREDscore uses reasonable efforts to include accurate and up-to-date information on the Website, your use and browsing of the Website is at your own risk. Other than the pricing schedule located at “Book a Consultation”, nothing in the Website, including information relating to the Services, shall add to or change this Agreement or any other contract for services you may have with SREDscore or any of its subsidiaries, affiliates, agents, employees, consultants, or other assigns.
10.4 Representations and Warranties By You. You represent and warrant that your execution of and performance under this Agreement (a) in no way breaches, contravenes, violates or in any manner conflicts with any of your other legal obligations, including, without limitation, your corporate charter or similar document, if applicable, or any agreement between you and any third-party; and (b) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third-party.
10.5 Notices. In order to be effective, notice pursuant to this Agreement must be given as follows:
(a) notice to you may be given by electronic mail to the email address stated in your SREDscore Account, or by posting such notice on our Website, whether addressed specifically to you or more generally to users of our Website or our Services; and
(b) except as otherwise stated in this Agreement, notice to us must be sent by postal mail to:
Entax Services Inc.
500 – 666 Burrard Street
Vancouver, BC V6C 3P6
and such notice is effective on the fourth Business Day following the day on which it is postmarked.
10.6 Severability. The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.
10.7 Governing Law. This Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia, excluding any rule or principle of conflicts of law that may provide otherwise.
10.8 Jurisdiction. The parties irrevocably submit to and accept generally and unconditionally the exclusive jurisdiction of the courts and appellate courts of the Province of British Columbia with respect to any legal action or proceeding which may be brought at any time relating in any way to this Agreement. Each of the parties irrevocably waives any objection it may now or in the future have to the venue of any such action or proceeding, and any claim it may now or in the future have that any such action or proceeding has been brought in an inconvenient forum. Jurisdiction and venue under this Agreement shall lie in the Province of British Columbia.
10.9 Binding Effect; Assignment. This Agreement endures to the benefit of and binds the parties’ respective heirs, executors, administrators and other legal representatives, successors and permitted assigns. You may not assign this Agreement without our prior written consent. We may assign this Agreement to a third-party without notice to you.
10.10 Equivalency. This electronic Agreement and any other materials incorporated herein will be:
(a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing;
(b) legally enforceable as a signed writing as against the parties subject to the electronic documents; and
(c) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business.
Electronic documents introduced as evidence in any judicial, arbitration, mediation or proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
10.11 Amendments. We may amend this Agreement from time to time at our discretion. You accept responsibility for reviewing all communication about this Agreement on our Website and acknowledge you will be deemed to have agreed to the terms of amendments communicated on our Website if you continue to use our Services.
10.12 Waivers. No term or condition of this Agreement may be waived unless both parties sign a written waiver.
10.13 Survival. The provisions of Sections 3, 5, 8, 9 and 10 of this Agreement shall survive termination and expiration.
10.14 Language. The parties confirm that this Agreement, as well as any other documents relating to this Agreement, have been and shall be prepared in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
BY CLICKING “I AGREE”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.