MSR-ECUSTOMS TERMS AND CONDITIONS OF USE AGREEMENT
This web site and related services (the "Service") are provided by Management Systems Resources Inc. ("MSR"), conditional on acceptance of the terms and conditions of use set forth below ("Terms and Conditions") or ("Agreement"). By browsing, accessing, using or downloading information (hereinafter collectively referred to as "Accessing" or "Access") from this Service or using functions offered through this Service, you agree to accept and abide by these Terms and Conditions. If you do not agree to these Terms and Conditions, you should not access this Service or use any functions provided through this Service.
The Terms and Conditions are entered into between MSR and you. If you are accessing the Service or using the Service on behalf of your employer ("Customer"), you represent that you are authorized to accept these Terms and Conditions on Customer's behalf. MSR provides the Service to you subject to the Terms and Conditions. Unless explicitly stated otherwise, the Terms and Conditions will govern your use of any new features that augment or enhance the current Services, including the release of new MSR services.
1. Definitions
"User" and "Users" means individuals who are the Customer's employees and have been authorized to use the Service, for whom subscriptions to the Service have been purchased, and who have supplied user identifications and passwords by Customer (or by MSR at Customer's request).
2. Changes to the Service
Customer acknowledges that MSR may make modifications to the Service or particular components of the Service affecting customers generally from time to time. MSR agrees to give notice of such modifications to the Service.
3. Permitted and Prohibited Uses
This Service is intended solely for the lawful use of MSR customers. All portions of the Service that are accessible following login using a subscriber user name and password (the "Restricted Site") are intended only for use by Users authorized to do so by MSR. User's subscription for access to the Restricted Site and Service may be terminated immediately upon notice to User or Customer by MSR in MSR's sole discretion or in accordance with the terms as otherwise agreed to between User or Customer and MSR in writing. Neither User nor the entity or organization that User represents represent may assign User's rights to access the Restricted Site or the Service without the prior written consent of MSR, which consent may be withheld by MSR in its sole discretion.
Subject to these Terms and Conditions, MSR grants User a non-exclusive, non-transferable, limited right to access and use the Service, solely for User's own personal use or for the use of the entity or organization User represents.
User agrees not to reproduce any material in part or whole, including software or documentation, to which the setup and/or use of the Service makes access available, and will not disseminate any such material without MSR's permission. User will not delete any intellectual property rights notices from any material which User electronically accesses, and will include in all permitted copies of such material those intellectual property rights notices which appeared in the materials at the time they were accessed by User.
User's limited right to access, use and view the Service is further conditional upon User's agreement that User will not, and not allow others to, directly or indirectly:
a. syndicate or download any part of the Service to an intranet or local network;
b. impose, or attempt to impose an unreasonable or disproportionately large load into the Service;
c. upload, post or otherwise transmit on this Service any items, including without limitation computer viruses, Trojan horses, worms, backdoor, shutdown mechanism or other harmful, disruptive or destructive files or computer programs;
d. disrupt or interfere with any other person's use or enjoyment of this Service or associated or linked Services;
e. interfere with the security of, or otherwise abuse, this Service or any services, system resources, accounts, servers or networks connected to or accessible through this Service or associated or linked Services;
f. access the Service by any "robot", "spider", "scraper" or other automated means;
g. misuse the Service in any way including interfering or attempting to interfere with the proper working of the Service or attempting to circumvent any measure effected by MSR to prevent or restrict access to Service.
h. transmit on, to or from this Service spam, chain letters, junk mail or any other type of unsolicited mass e-mail;
i. upload to, distribute to, or otherwise disseminate through this Service any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services;
User also agrees that User is solely responsible for actions and communications undertaken or transmitted in the course of User's usage of this Service, and that User will comply with all laws that apply or may apply to User's use of or activities on this Service or in respect of the Materials.
4. Copyright and Trademarks and other Intellectual Property
Unless otherwise noted, all materials, including without limitation all text, design, graphics, drawings, photographs, video clips, music and sounds, and all trade-marks, service marks and trade names used at this Service and the selection and arrangements thereof (collectively, the "Content"), are subject to intellectual property rights including copyrights and trade-marks held by or licensed by MSR. Except as expressly provided herein, no license or right is given to User, whether by implication, estoppel or otherwise under any intellectual property right, including without limitation, any right to use or reproduce the Content, and all intellectual property rights in the Service, Material and Content are expressly reserved.
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. Links and Third Party Content
As a convenience to User, MSR may provide, in this Service, links to web sites operated by other entities. These links do not constitute an endorsement, sponsorship or recommendation by MSR of the third parties, the linked third party sources or any content, services or products available on or through such third party sources. If User uses these Services, User does so at User's own risk and it is User's responsibility to take all protective measures to guard against viruses and other destructive elements. Links do not imply that MSR or this Service is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked Service is authorized to use any trademark, trade name, logo or copyright symbol of MSR.
This Service may from time to time contain materials, data or information provided, posted or offered by third parties. User agrees that MSR shall not have any liability whatsoever to User for any such third party material, data or information.
6. Agreement to Privacy Policy
MSR respects User's desire for privacy. Wherever User's information may be held within MSR or on its behalf, we intend to take reasonable and appropriate steps to protect the information User shares with us from unauthorized access or disclosure. MSR will not sell User's information to any Third Party source without the expressed written consent of the provider, unless compelled to by law. By accessing this Service, User is are consenting to the collection and use of User's personal information and to the terms of our Privacy Policy. If we decide to change that policy, we will post the revised policy prominently on this Service or otherwise bring it to User's attention.
7. Submission of Information
MSR shall take reasonable and appropriate steps to protect the security of any information transmitted to or from this Service. MSR acknowledges that the information Customer submits to MSR is confidential. MSR agrees that during and after the term of this Agreement it will keep confidential and not directly or indirectly divulge to anyone nor use or otherwise appropriate for its own benefit or for the benefit of any other person or entity, Customer confidential information. However MSR will not be obliged to exercise greater care to protect Client's data against physical damage or unauthorized access or disclosure, than it uses to protect its own data of a similar nature.
a) Information submitted via the Service to CBSA the Service is collected under the authority of section 12.1 of the Customs Act (Canada). The information will be used by the CBSA to determine the admissibility of commercial goods, including conveyances, and persons prior to their arrival in Canada. All information collected, including personal information, is protected by the CBSA in accordance with the confidentiality provisions of the Customs Act and the Privacy Act (Canada).
b) User understands that in order to transmit and receive any information to or from CBSA through the Service, Customer is required to obtain a Business Account with CBSA and to keep their Business Account up to date and in good standing according to the rules and regulations specified by CBSA.
c) Customer and its Users are solely legally liable for all information transmitted to CBSA via the Service. All information transmitted to the CBSA through the Service by Customer must be true, accurate and complete, and transmitted in the prescribed time and manner.
d) Customer and its Users are responsible for complying with the Customs Act including all record keeping requirements.
8. Disclaimer
Client understands and agrees that there are no statutory or implied warranties or conditions of any kind relating to the Service unless specifically provided for herein. MSR does not warrant that the Service will meet Client's requirements or that the operation of the Service will be uninterrupted or error-free. Neither MSR nor any of its supplies warrants the availability, accuracy, completeness timeliness or usefulness of any information compilations or reports to which MSR makes access available. Client is responsible for taking appropriate precautions against damages to its operations which could be caused by service defects, interruptions or malfunction, and assumes the risk of defects or deficiencies in information compilations or reports which are made available for its access and use.
9. Limit of Liability
In no event will MSR be liable to Client for special, incidental or consequential damages arising from its provision of or failure to provide the Service to Client (even if MSR has been advised of the possibility of such damages). The liability of MSR to Client for any other types of damage which might be caused or arise out of the provision of or failure to provide the Service, regardless of the form of action, whether in contract or tort, including claims of negligence, will not exceed, in the aggregate, the total amount paid by Client to MSR for the Service in the two (2) months preceding the event which is the cause of liability. Any action based on, arising out of, or relating to the provision of or failure to provide the Service will be commenced within not more than one (1) year after the date of accrual of the cause of action, and will be determined in accordance with the law of the Province of Ontario, exclusive of its conflict-of-laws rules.
Customer agrees that MSR shall not be responsible for failure to fulfill its obligations under this Agreement due to any cause beyond MSR's control.
10. Indemnity
Customer agrees to defend, indemnify and hold harmless MSR and its officers, directors, employees and agents, including all third parties mentioned within this Service, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from User's use of this Site and the Materials or User's breach of these Terms and Conditions or in connection with User's use of Services supplied by MSR.
11. Termination
MSR may terminate this Agreement for any reason upon sixty (60) days written notice to Customer, and shall have no liability to the Client in respect of the unexpired term of the initial term or any renewal term, if applicable. Any termination the Agreement shall not relieve Customer from any liability, including amounts owing, accrued hereunder prior to the time such termination becomes effective.
MSR reserves the right to terminate, at its discretion, User's password, account or use of the Services if MSR believes that User has violated or acted inconsistently with the letter or spirit of these Terms and Conditions. MSR may also terminate access to the Service for non-payment of invoices. Termination for non-payment or for violation of these Terms and Conditions, in no way abrogates User's responsibility to pay those invoices which remain outstanding
12. Choice of law
These Terms and Conditions shall be deemed to have been made and performed exclusively in the province of Ontario and shall be governed by and construed under the laws of Ontario and the laws of Canada applicable therein without giving effect to its conflict of laws principles. Customer hereby submits to the exclusive forum, jurisdiction and venue of the courts of Ontario for any claim related hereto, arising herefrom or in connection herewith and agree not to bring any action, claim, suit or proceeding against MSR (or any officer, director, or employee thereof) in any jurisdiction other than Ontaria.
13. General
These Terms and Conditions constitute the entire agreement between MSR and User with respect to User's use of this Service. Any failure by MSR to insist upon or enforce strict performance of any provision of the Terms and Conditions shall not be construed as a waiver of any provision or right. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. Any cause of action User may have with respect to User's use of this Service or which is the subject of these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises.
14. No Principle - Agent Relationship
This Agreement does not create in any manner whatsoever a principal-agent relationship between MSR and Customer in connection with Customer's use of the Service. Customer is solely responsible for the establishment of the terms of any commercial or legal relationship between Customer and any third party by means of the use of the Service. The provision of the Service herein by MSR shall not be interpreted as conferring any authority or responsibility on MSR with respect to the establishment, continuation or binding effect of such terms.
15. Severability
Should any provision hereunder be determined to be void, invalid or otherwise unenforceable by any court of competent jurisdiction, such determination shall not affect the remaining provisions of the Terms and Conditions which provisions shall remain in effect.
16. Notices
Any notice required pursuant to this Agreement shall be in writing and shall be sent to: MSR at 2 Tippett Road, Toronto, Ontario M3H 2V2, attention President, by mail, and to the Client at the address noted on the front of this Agreement, or any new address specified by the parties.