Terms of Use

 

Last Updated: January 1, 2018

The following terms of use (the “Terms of Use”) govern your access to and use of: (a) our website located at www.factura.ai (the “Factura Website”); (b) our platform that provides businesses with automated analysis and insights of where their business is going; (c) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Website or Platform; and (d) all other Content, products or services provided by us to you, as more particularly described on the Factura Website (collectively, the “Factura Services”). These Terms of Use form an agreement between The Deposit Exchange Inc. (“Factura”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Factura Services (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE Factura Services, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE Factura Services IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU ARE USING THE Factura Services ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

1. Factura

The Factura Website is a site operated by Factura. We are a Canadian registered company and have our registered office at 700 King Street West #312, Toronto Ontario M5V 2Y6. To contact us, please email us at info@factura.ai

2. Changes to these Terms of Use and Factura Services

  1. Except where prohibited by applicable law (including applicable laws of Quebec), we reserve the right to change these Terms of Use from time to time. Your continued access to or use of the Factura Services after any changes to these Terms of Use indicates your acceptance of such changes. Please review these Terms of Use regularly to ensure you understand the terms that apply at the time of use.

  2. We reserve the right to change the Factura Services from time to time. We will try to give you reasonable notice of any major changes.

3. Access to the Factura Website

We do not guarantee that the Factura Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Factura Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

4. Access to the Factura Platform

We retain the right, at our sole discretion, to deny you access to the Factura Platform for business and operational reasons or for violation of these Terms of Use. You will cease and desist from any such access or use immediately upon request by us.

5. Data You Upload To Us

Subject to our Privacy Policy, you grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable license during the Term to access, collect, store and use any data, information, records and files that you load, transmit to or enter into the Factura Services (the “User Data”), to: (i) provide the Factura Services to you; (ii) fix, maintain, enhance and modify the Factura Services;(iii) communicate with you; (iv) comply with legal and regulatory requirements, (v) promote our products and services; (vi) provide you with offers that might interest you; and (vii) produce data, information, or other materials that will not be able to identify a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”). We are free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.

6. Ownership

All rights, title and interest, including intellectual property rights, in the Factura Services, Aggregated Statistical Information and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third party suppliers, if applicable). The Factura Services and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.

7. User IDs for Factura Services

To access certain features of the Factura Services, you may be required to successfully sign up for a user account using the available interfaces at the Factura Services and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will treat such information as confidential, keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If prevented from accessing the Factura Services.

8. Financial Institution Account Access

To access certain features of the Factura Services, you may be required to link the Factura Platform to one or more financial institution accounts. By so linking the Factura Platform to a financial institution account, you authorise Factura to access, store and retrieve information from such accounts on your behalf and represent and warrant to us that (i) you have the authority to authorise Factura to access such financial institution accounts on your behalf; (ii) such access or retrieval is permitted by your agents with the applicable financial institution; and (iii) you will, at all times, be in compliance with all agreements between you and the applicable financial institution.

Factura may access, store and use data from such bank accounts for the purposes of providing you with the Factura Services and creating Aggregated Statistical Information.

9. No Unlawful or Prohibited Use

You will not, without our prior written permission, use the Factura Services for any purpose other than as set out in this Agreement. Without limiting the generality of the foregoing, you will not (and will not attempt to):

  1. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Factura Services (e.g., a denial of service attack);

  2. attempt to gain unauthorized access to the Factura Services;

  3. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Factura Services or any part thereof or otherwise attempt to discover any source code;

  4. use the Factura Services for the purpose of building a similar or competitive product or service;

  5. link to the Factura Website in any way that is illegal or damages our reputation or takes advantage of it, or in any way as to suggest any form of association, approval or endorsement on our part where none exists, or in any website that is not owned by you; or

  6. use the Factura Services other than as permitted by these Terms of Use.

10. Privacy

  1. Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use: Privacy Statement

  2. You represent and warrant to us that the User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to: (i) make available the Factura Services; and (ii) create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.

11. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Factura Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Factura Services.

12. Disclaimers

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:

  1. GENERAL DISCLAIMER. THE Factura Services ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE Factura Services WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE Factura Services ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NOTWITHSTANDING THE ABOVE, IF YOU ARE USING THE Factura Services AS A CONSUMER, THIS DOES NOT AFFECT ANY STATUTORY WARRANTY TO WHICH YOU MAY BE ENTITLED UNDER APPLICABLE LAW, INCLUDING AN IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  2. NO RELIANCE ON INFORMATION. THE CONTENT ON THE Factura Services ARE PROVIDED FOR GENERAL INFORMATION ONLY. THEY ARE NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY AND IS NOT A REPLACEMENT FOR A QUALIFIED FINANCIAL PROFESSIONAL.

13. Limitation of Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE LIMITATION OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOLLOWING LIMITATIONS MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO: USE OF, OR INABILITY TO USE, THE Factura Services; USE OF OR RELIANCE ON ANY CONTENT DISPLAYED IN THE Factura Services; OR THESE TERMS OF USE.

TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE Factura Services EXCEED $250. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

14. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

  1. your breach of any provision of these Terms of Use or any documents referenced herein;

  2. your violation of any law or the rights of a third party (including intellectual property rights); or

  3. your use (or the use by any third party using your User ID) of the Factura Services.

15. Term and Termination; Survival

  1. These Terms of Use will commence on the day you first use the Factura Services and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Factura Services; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Factura Services) that your User ID be deleted and ceasing use of the Factura Services.

  2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 6 (Ownership), 10 (Privacy), 11 (Communications Not Confidential), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), X (Survival), and 16 (General Provisions).

16. General Provisions

  1. Choice of Law. Except as restricted by applicable law (including applicable laws of Quebec) of your domicile, residency or physical location, these Terms of Use will be governed by the laws of Ontario applicable therein and such laws apply to your access to or use of the Factura Services. You will only use the Factura Services in jurisdictions where the Factura Services may lawfully be used. Except as restricted by applicable law of your domicile, residency or physical location, you hereby consent to the exclusive jurisdiction and venue of courts in Ontario in all disputes arising out of or relating to the use of the Factura Services.

  2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Factura Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

  4. Severable. If any of the provisions or any part of the provisions contained in these Terms of Use are determined to be void, illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision or part of such provision, as applicable, will be severed from these Terms of Use and all other provisions and part of the provisions, as applicable, of these Terms of Use will remain in full force and effect. If any void, illegal, invalid, or unenforceable provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the provision. To the extent that modification in accordance with the preceding two sentences is impossible, any invalid, unenforceable or illegal provisions shall be deemed not to form part of these Terms of Use and all other provisions of these Terms of Use shall remain in force.

  5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

  6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.