Terms of Service
THE FOLLOWING AGREEMENT SETS OUT THE TERMS AND CONDITIONS THAT APPLY TO YOU IF YOU WISH TO USE THE E‑COURIER SERVICES PROVIDED BY SOFT TRUST INC. PLEASE READ THEM CAREFULLY, AS THEY CONTAIN EXCLUSIONS AND LIMITATIONS OF OUR LIABILITY. BY USING THE SERVICE, YOU ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS APPLY TO YOU.
Terms of Service Agreement
(effective October 15th, 2011)
You and we agree that your use of our e-Courier service is on the following terms and conditions:
- In this Agreement:
- “We and our” both mean Soft Trust Inc.
- “You and your” both mean:
- a Subscription Purchaser who has agreed pursuant to a Fee Agreement that this Agreement applies to their purchase of a subscription to the Service; or
- a person who has checked the box beside the phrase “I agree to the following terms of service” as part of logging in to use the Service for the first time, who may be a Subscription Purchaser, a Subscriber or a Guest.
- In this Agreement, the following capitalized terms have the following meanings:
- “Data” means messages and/or files.
- “Fee Agreement” means the agreement that sets out the amounts we will charge the Subscription Purchaser to use the Service.
- “Fees” means the amounts the Subscription Purchaser has agreed to pay us pursuant to the Fee Agreement.
- “Guest” means an individual designated by a Subscription Purchaser or a Subscriber who can receive and send Data using the Service, but who does not pay to use the Service.
- “Licence” means a non-exclusive licence to use the Service on the terms and conditions set out in this Agreement.
- “Service” means the proprietary, fully hosted, web-based, secure electronic courier system we own and operate.
- “Subscriber” means an individual that the Subscription Purchaser has designated as the person entitled to use a Licence purchased by the Subscription Purchaser.
- “Subscription Purchaser” means the person who has purchased a subscription to the Service for one or more licences for use by that person and/or that person’s Subscribers and the Guests of that person and/or that person’s Subscribers.
- “Term” means:
- the trial period, if any, for which we are offering you the use of the Service at no charge; and
- the term set out in the Fee Agreement, as it may be extended pursuant to the Fee Agreement from time to time.
Grant of Licences and designation of users
- We hereby grant the Subscription Purchaser the number of Licences specified in the Fee Agreement for the Term.
- A Subscriber who is not an individual:
- will designate one Subscriber as the person entitled to use each Licence; and
- may, at any time, designate a different Subscriber as the person entitled to use that Licence.
- A Subscription Purchaser who is an individual:
- will designate one Subscriber or himself or herself as the person entitled to use each Licence; and
- may, at any time, designate a Subscriber or a different Subscriber as the person entitled to use that Licence.
- A Subscription Purchaser will provide us with notice, in the manner specified by us, on an ongoing basis of the person it has designated as the user for each Licence.
Payment of fees and termination
- If you are a Subscription Purchaser, then you will pay us the amounts set out in the Fee Agreement at the times set out in the Fee Agreement.
- We may immediately terminate one or more or all of the Licences granted to a Subscription Purchaser at any time by sending the Subscription Purchaser a notice using the Service if the Subscription Purchaser or any of its Subscribers or any of their respective Guests are in breach of the terms and conditions of this Agreement. We will not refund any portion of any Fees paid by the Subscription Purchaser upon any such termination.
- We may immediately terminate the right of a Subscriber or a Guest to use the Service at any time by sending the Subscription Purchaser for the Licence used by that Subscriber or pursuant to which the Guest has access to the Service a notice using the Service if that Subscriber or Guest is in breach of the terms and conditions of this Agreement. We will not refund any portion of any Fees paid by the Subscription Purchaser upon any such termination.
- A Subscription Purchaser may terminate the Service for itself, its Subscribers and their respective Guests at any time by sending us a notice at firstname.lastname@example.org using the Service. We will not refund any portion of any Fees upon any such termination, nor will we provide any notice of any such termination to any Subscribers or Guests.
Your use of the Service
- you will not, and will not attempt to:
- use the Service for any purposes other than those for which they are intended, as determined by us, in our sole discretion;
- disable or attempt to bypass any functionality of the Service;
- re-sell or make any derivative use of the Service;
- decompile, reverse engineer or disassemble any part of the Service;
- other than as contemplated by this Agreement, allow any other person to use the Service;
- use the Service for any unlawful purpose, including by using the Service to disseminate information that infringes on any proprietary rights of any third party;
- use the Service to disseminate spam;
- use the Service to disseminate a volume of Data which we determine, in our sole discretion, acting reasonably, is an unreasonable use of the Service, based on the amount of time required to disseminate that Data;
- circumvent the expiry of any free trial period, including by acquiring a second free trial period;
- use a non-unique or generic e-mail address (such as general@, info@ or office@) as the email address for your account ID; or
- use a forged e-mail address and/or display name or impersonate another person by using his or her name in your e-mail address.
- you will ensure that the Data you disseminate using the Service, and the dissemination of that Data:
- do not violate any law;
- do not infringe any third party proprietary rights, including any copyright, patent, trademark or trade secret;
- are not defamatory or libellous; and
- do not contain any viruses, Trojan Horses, worms, time bombs or any other similar harmful or deleterious programming routines.
- You represent and warrant to us that you are not prohibited by the laws of the jurisdiction in which you are resident or that apply to you from using the Service, from sending Data using the Service or from receiving Data using the Service.
- You will not use the Service to send Data to any person who is prohibited from using the Service or who is prohibited from receiving the Data by the laws of the jurisdiction in which that person is resident or which apply to that person.
- YOU ACKNOWLEDGE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE RISK OF ANY INJURY OR LOSS ARISING FROM YOUR USE THE SERVICE RESTS EXCLUSIVELY WITH YOU;
- THE SERVICE IS PROVIDED TO YOU ON AN “AS IS“ BASIS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE FITNESS FOR PURPOSE OF THE SERVICE OR THE RESULTS YOU WILL OBTAIN BY YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THAT;
- THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE;
- THERE ARE NO DEFECTS OR ERRORS IN THE SERVICE;
- THE SERVICE WILL BE FREE FROM VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS OR ANY OTHER SIMILAR HARMFUL OR DELETERIOUS PROGRAMMING ROUTINES;
- ANY DATA THAT YOU DISSEMINATE USING THE SERVICE WILL BE TRANSMITTED IN AN UNCORRUPTED FORM OR WITHIN A SPECIFIC PERIOD OF TIME;
- ANY DATA THAT YOU DISSEMINATE USING THE SERVICE WILL NOT BE LOST OR INTERCEPTED BY A THIRD PARTY, OR THAT A THIRD PARTY WILL NOT BE ABLE TO OBTAIN ACCESS TO YOUR HARDWARE OR SOFTWARE AS A RESULT OF YOUR USE OF THE SERVICE; AND
- ANY DATA YOU DISSEMINATE USING THE SERVICE WILL REMAIN PRIVATE;
- WE CANNOT ENSURE OR VERIFY THAT A PERSON TO WHOM YOU SEND DATA USING THE SERVICE HAS RECEIVED THAT DATA OR HAS RECEIVED A NOTICE THAT THE DATA IS AVAILABLE;
- WE WILL NOT BACK UP OR RESTORE ANY DATA DISSEMINATED USING THE SERVICE; AND
- WE ARE NOT RESPONSIBLE FOR YOUR INABILITY TO ACCESS THE SERVICE OR ANY DATA DISSEMINATED USING THE SERVICE FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF YOUR LOSS OF YOUR PASSWORD.
Limitations of liability and indemnity
- YOU CONFIRM THAT YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT OF ANY DATA THAT YOU DISSEMINATE USING THE SERVICE AND ACKNOWLEDGE THAT, IN PROVIDING THE SERVICE, WE ARE ACTING SOLELY AS A PASSIVE CONDUIT FOR ON-LINE DISTRIBUTION.
- IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES TO ANY PERSON OR PROPERTY, AND ANY ECONOMIC LOSSES, INCLUDING, WITHOUT LIMITATION, ANY LOSSES OF REVENUE OR PROFIT) ARISING OUT OF OR CONNECTED TO:
- YOUR USE OF, OR INABILITY TO USE, THE SERVICE;
- IF YOU ARE A SUBSCRIPTION PURCHASER, THE USE OF, OR INABILITY TO USE, THE SERVICE BY ONE OR MORE OF YOUR SUBSCRIBERS OR GUESTS;
- IF YOU ARE A SUBSCRIBER, THE USE OF, OR INABILITY TO USE, THE SERVICE BY ONE OR MORE OF YOUR GUESTS; OR
- THE PERFORMANCE, OR FAILURE TO PERFORM, OF THE SERVICE;
WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS IN LAW OR EQUITY. TO THE EXTENT THAT ANY SUCH LIMITATION IS RESTRICTED OR PROHIBITED BY LAW, YOU AGREE THAT OUR MAXIMUM LIABILITY TO YOU IS $50.
- THE SUBSCRIPTION PURCHASER WILL INDEMNIFY AND SAVE US HARMLESS FROM ANY CLAIMS, COSTS, DAMAGES, DEMANDS OR LOSSES WE SUFFER ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF THE SERVICE BY THE SUBSCRIPTION PURCHASER, ITS SUBSCRIBERS AND THEIR RESPECTIVE GUESTS. THE SUBSCRIPTION PURCHASER AGREES THAT THE BENEFIT OF THIS INDEMNITY WILL EXTEND TO OUR PAST, PRESENT AND FUTURE DIRECTORS, OFFICERS, SHAREHOLDERS AND EMPLOYEES AND THAT EACH OF THEM MAY RELY UPON THE RIGHTS TO INDEMNIFICATION GRANTED BY THE SUBSCRIPTION PURCHASER AS IF EACH WAS A PARTY TO THIS AGREEMENT.
Amendments to these Terms of Service
- We may amend these Terms of Service by providing you with 30 days written notice of the amendments. We will be deemed to have provided you with 30 days written notice of the amendments by posting a notice on the logon webpage that appears when a person logs in to use the Service
- We will use our best efforts to fulfil the terms of this Agreement, but we will not be responsible or liable for any loss, damage, detention, delay or inability to perform our obligations pursuant to this Agreement caused by acts of God, fire, flood, strike or other labour trouble, civil or military authority, scarcity of labour or materials, transportation difficulties, demand exceeding supply, voluntary or compulsory application of priority ratings or rationing, limitation of production or any regulations by government order, or for any cause that we are reasonably unable to control.
- If you are a Subscription Purchaser, then this Agreement and any Fee Agreement together embody the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and you confirm that any representations or warranties contained in any other written or oral communications are specifically excluded from, and do not form a part of, this Agreement.
- If you are a Subscriber or a Guest, then this Agreement embodies the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and you confirm that any representations or warranties contained in any other written or oral communications are specifically excluded from, and do not form a part of, this Agreement.
- Time is of the essence in this Agreement.
- You may not assign any of your rights or obligations under this Agreement.
- Any indemnity obligations set out in this Agreement will survive the satisfaction, release, completion or termination of this Agreement.
- This Agreement will be governed by and construed in accordance with the laws of British Columbia, Canada and the parties hereby attorn to the non-exclusive jurisdiction of the British Columbia courts with respect to this Agreement.
- This Agreement will enure to the benefit of, and will be binding upon, the parties and their respective administrators, executors, heirs, successors and assigns.