- ACCOUNT SETUP
By establishing an account on our system, you agree that; (i) you are the owner or have express written permission by the owner of the web site which will use our service(s); (ii) you will not use the account for any unlawful purpose(s) and that, to the best of your knowledge and belief, neither the setting up of an account, nor the use you make of the service(s) offered by e-City Solutions, will infringe the legal rights of others; and (iii) you will setup and maintain a current and accurate account with us. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional e-City Solutions services or to cancel your account or e-City Solutions services (even if we were not notified of such authorization), this Agreement covers such actions. Failure to properly setup or provide accurate and timely information about your account may result in the cancellation of your account and any e-City Solutions service(s) associated with that account. We also may suspend, cancel, modify, or transfer your account or service(s) associated with your account to comply with the order of a court or other tribunal. You should also be aware that if we are sued or threatened with lawsuit in connection with your account or the use of e-City Solutions service(s), we may turn to you to hold us harmless and indemnify us (See paragraph 18 below).
- ACCOUNT CANCELLATION
You may cancel your account at any time by logging into your account and selecting the Cancel Account option. After which, you will be sent a request for cancellation confirmation to the e-mail address specified at the time you created your account. In order to cancel your account, you agree that; (i) you will confirm your request to cancel your account by responding to the confirmation request sent to the e-mail address specified at the time you created your account; (ii) cancellation of your account will be effective on receipt of the account cancellation confirmation from you and processing by us; (iii) any and all fees paid by you if you cancel your account with us are non-refundable, and no additional fees will be incurred on a cancelled account after receipt of the account cancellation confirmation from you; and (vi) cancellation of your account will also result in the cancellation of any and all service(s) associated with the cancelled account. In no event will we be liable for any loss of your service(s) or any other damages resulting from an account cancellation notice, including a non-delivery or mis-delivery thereof or your lack of response to an account cancellation confirmation notice.
- ACCOUNT TRANSFERS
Accounts on e-City Solutions services are non-transferable. You agree that; (i) accounts will remain under the ownership of the entity which originally completed the account registration application; and (ii) accounts whether having been used or not to purchase our service(s) may not be re-sold, leased, rented or licensed to another party.
- MANDATORY INFORMATION
In order to use our service(s), you agree to provide us with the following mandatory personal contact information; (i) your full legal name; (ii) postal address; (iii) e-mail address; and (iv) voice telephone number(s). If an organization, association, or corporation, the name of an authorized person for contact purposes. Failure to provide any mandatory information or inaccurate mandatory information may result in the cancellation of your account and any service(s) associated with that account.
- ACCURATE INFORMATION
In order to use e-City Solutions service(s), you agree: (i) That all account information provided by you at the time you are setting up your account will be accurate, complete and current; and (ii) you will maintain and update this information as needed to keep it accurate, complete and current at all times. We rely on this information to send you important information regarding your account, renewal notices, and our services. Information in your account, which is found to be inaccurate, incomplete or not current, may result in the cancellation of your account and any service(s) associated with that account. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us on their behalf. When collecting information from a third party to use in setting up an account for use of our service(s), you agree to clearly disclose to the third party: (i) the purposes for which such third party's personal data has been collected; (ii) the intended recipients or categories of recipients of the third party's personal data; (iii) which parts of the third party's data are mandatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify any data collected concerning them. You further agree to provide such notice and obtain such consent with regard to any third party personal information you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals or for your providing outdated, incomplete or inaccurate information.
- MODIFICATIONS TO YOUR ACCOUNT
In order to change any of your account information with us, you must login with your User Name, and the Password. Once your account is setup, you agree that the safeguarding of your User Name and Password from any unauthorized use is your sole responsibility. In no event will e-City Solutions be held liable or responsible for any unauthorized use or misuse of your account, User Name or Password.
Our services are provided through a web-based interface using secure socket layer (SSL) technology. This allows all transmissions to support 128-bit encryption and travel across a secure server. When you setup or modify an account or purchase a service(s) with us through our web-based interface, you agree that you are responsible for ensuring your browser meets certain requirements.
- SYSTEM PERFORMANCE
In instances where various components of or all of our systems are performing substantially below standard capacity as a result of an extremely high volume of electronic traffic you agree that; (i) we in our sole and absolute discretion reserve the right to filter or block electronic messages originating from the identified sources of the high volume traffic; and (ii) we may selectively restore service after system performance returns to normal limits, provided that such restoration does not result in any adverse impact on the system.
- PERSONAL INFORMATION PROTECTION
e-City Solutions will take reasonable precautions to protect your personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction. You agree that in no event will we be held liable or responsible for any unauthorized use, misuse, loss, alteration or destruction of your personal information or any part thereof.
- FEES, PAYMENT AND TERM OF SERVICE
In consideration for the services you have selected, you agree to pay e-City Solutions via an automatic credit card billing system the applicable service(s) fees set forth on our web site at the time of your selection, and as may be amended from time to time. As you are paying for a service, the fulfillment of this service is immediate upon purchase as such, all fees are due immediately and are non-refundable. Service activation will not occur until all fees have been received in full. e-City Solutions may avail itself all remedies available to collect any and all fees owed to it by customers. Unless otherwise specified, our service(s) are available on a month-by-month basis and automatically renewable thereafter on a month-by-month basis until such time as they are cancelled.
- SERVICE RENEWALS
Renewal of e-City Solutions services takes place automatically. As consideration for the services you have selected, you agree to pay e-City Solutions for the renewal of your service(s) on the date of expiry of your service(s) performed via an automatic credit card billing system. Service(s) not paid for by the expiry date will result in the immediate deactivation of those service(s). Failure to renew your service(s) within sixty (60) days from the expiry date will result in the removal of your account from our system. Any renewal of your service(s) with us is subject to our then current Service Agreement and payment of all applicable service fees at the time of renewal.
- SERVICE MODIFICATIONS
You authorize us to notify you as our customer of the modification(s) to any service you may have. You will be notified by e-mail from us at firstname.lastname@example.org or by postal service to the then current address provided by you. You agree that in no event will we be liable for any loss resulting from a service modification notice non-delivery or mis-delivery, your lack of response to a modification notice.
- MODIFICATIONS TO AGREEMENT
Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may, in our sole discretion: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. We will post a prominent notification of any such revision or change on our web site. Any such revision or change will be binding and effective immediately upon the earlier of (i) its posting or (ii) upon notification to you by e-mail or postal service to the then current address provided by you. You agree to periodically review our Web site, including the current version of this Agreement available on our Web site, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail at: email@example.com or postal service addressed as follows, Attention: e-City Solutions, 2 Bloor Street West, Suite 700, Toronto, ON, M4W 3R1, Canada. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are non-refundable, but you will not incur any additional fees. By continuing to use e-City Solutions services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of e-City Solutions is authorized to alter or amend the terms and conditions of this Agreement.
- RENEWAL NOTICES
You authorize us to notify you as our customer of renewals for any service(s) you may have. You will be notified by e-mail from us at firstname.lastname@example.org or by postal service to the then current address provided by you. You agree that in no event will we be liable for any loss of your service(s) resulting from a renewal notice non-delivery or renewal notice mis-delivery; or your lack of response to our renewal notice.
- NOTICES AND ANNOUNCEMENTS
You authorize us to notify you as our customer of upcoming information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails and other notices describing changes, upgrades, new products and services or other information pertaining to Internet security or other relevant matters. If you do not wish to receive bulk email solicitation notices or announcements please send us an email at: email@example.com.
- LIMITATION OF LIABILITY
You agree that our entire liability, and your exclusive remedy, with respect to any e-City Solutions service(s) provided under this Agreement and/or for any breach of this Agreement is solely limited to the amount you paid for such service(s). e-City Solutions and its contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the e-City Solutions services or for the cost of procurement of substitute services. As some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to; (1) loss or liability resulting from access delays or access interruptions, including any filtered or blocked traffic pursuant to paragraph 9 hereunder; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your User Name and/or Password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this Agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your Web site; (8) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your account or your agents failure to pay any fees, including the initial service registration fee, or service renewal fee.
You agree to release, indemnify, and hold e-City Solutions, in our capacities as the service provider, and our contractors, agents, employees, officers, directors, shareholders, affiliates and assigns, harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, of third parties relating to or arising under this Agreement, the e-City Solutions services provided hereunder or your use of e-City Solutions services, including without limitation, infringement or dilution by you, or someone else using our service(s) from your computer, of any intellectual property or other proprietary right of any person or entity, or a violation of any of our operating rules or policies relating to the service(s) provided. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement.
You agree that your failure to abide by any provision of this Agreement, any e-City Solutions operating rule or policy, or your willful provision of inaccurate or unreliable information as part of the application process, or your failure to update your information to keep it current, complete or accurate, or your failure to respond for over ten (10) calendar days to inquiries from us concerning the accuracy of the contact details associated with your account registration may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within ten (10) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete your account(s) and/or terminate any other e-City Solutions service(s) you are using without further notice. We will not refund any fees paid by you if we terminate your Agreement due to your breach. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach, by you.
- NO GUARANTY
You agree that, by your registering of a valid account, such registration does not confer upon you any immunity from objection to either the account registration or use of our service(s).
- REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (i) the information that you, or your agent acting on your behalf, provide to us during the application process to register your account or to apply for other e-City Solutions service(s) is, to the best of your knowledge and belief, accurate and complete, and that you covenant that any future changes to this information will be provided to us in a timely manner according to the modification procedures in place at that time, (ii) to the best of your knowledge and belief neither the registration of your account nor the manner in which you intend to use our service(s) will directly or indirectly infringe the legal rights of a third party, (iii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, and (iv) you are of legal capacity to enter into this Agreement. You agree that your use of our service(s) is solely at your own risk. You agree that all of our services are provided on an "as is," and "as available" basis.
- DISCLAIMER OF WARRANTIES
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT OUR SERVICE(S) WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S). WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE USE OF OUR SERVICE(S) SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree that we may terminate your contractual right to use our service(s) if the information that you are obligated to provide to register your account or register for other e-City Solutions service(s), or that you subsequently modify, contains false or misleading information, or conceals or omits any information we would likely consider material to our decision to register your account or to continue to provide you with our services. Furthermore, you agree that we may suspend, cancel or transfer your account and all service(s) associated with the account(s) in order to correct mistakes made by us or the activating of our services. We will not refund any fees paid by you if we terminate your services.
- RIGHT OF REFUSAL
We, in our sole discretion, reserve the right to refuse to register your account or register you for e-City Solutions service(s), or to delete your account(s) and associated service(s) within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not register your account or activate your service(s), or we delete your account and associated service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register, the deletion of your account and associated service(s) or refusal to register you for e-City Solutions service(s).
You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.
Your rights under this Agreement are not assignable. Any attempt by you to assign your rights shall render this Agreement voidable at our sole option. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, shall render this Agreement voidable at our option.
The failure of e-City Solutions to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by e-City Solutions of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
- GOVERNING LAW
You agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed in accordance with the laws of the Province of Ontario, and the federal laws of Canada applicable therein, excluding its conflict of laws rules. You and we each agree to submit to exclusive jurisdiction of the courts of the Province of Ontario.
In this Agreement the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires. The capitalized headings in this Agreement are only for convenience of reference and do not form part of or affect the interpretation of this Agreement.
- AGREEMENT TO BE BOUND
By applying for e-City Solutions service(s) through our online application process or by using the service(s) provided by e-City Solutions under this Agreement, you acknowledge that you have read and agree to be bound by all of the terms and conditions of this Agreement and any pertinent rules or policies that are or may be published by e-City Solutions.
Unless otherwise specified herein, all references to currency are to US dollars.
This Service Agreement was last updated on May 13, 2001.