Terms & Conditions
Last updated: October 4, 2019
IMPORTANT: Carefully read these Master Terms and Conditions (this “Agreement”) before using the Services (as defined below).
This Agreement creates a binding legal agreement between you (“Client” or “you”) and iComply Investor Services Inc. (“iComply”, “we”, “us” or “our”) or our Affiliate (as defined below) identified on the applicable Order Form (as defined below).
BY ENTERING INTO AN ORDER FORM AND/OR USING THE SERVICES, YOU IRREVOCABLY ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “CLIENT” OR “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You agree to be bound by the terms and conditions of this Agreement, as well as iComply’s Privacy Policy located at https://icomplyis.com/privacy-policy/ (the “Privacy Policy”), as it may be amended from time to time in the future, which Privacy Policy is incorporated by reference into this Agreement.
We may update this Agreement at any time, without notification to you, and you should review this Agreement and the Privacy Policy from time to time. Your continued use of the Service will be deemed irrevocable acceptance of any such updates. Before you continue, you should print or save a local copy of this Agreement and the Privacy Policy for your records.
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
1. DEFINITIONS. As used in this Agreement:
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Applicable Laws” means any domestic or foreign law, treaty, statute, subordinate legislation, regulation, rule, bylaw, standard, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or juridical, arbitral, administrative, ministerial or departmental judgment, order, award, decree, directive or other requirement or guideline issued by any governmental, regulatory, legislative or executive authority, professional or standard-setting body or other crown agency, judicial, quasijudicial, administrative body, which applies to or is otherwise intended to govern or regulate either of the parties or the Services, whether or not having the force of law, and including without limitation any applicable laws and regulations pertaining to money laundering, securities, and/or financial transactions.
“Beta Services” means iComply services or functionality that may be made available to you to try at your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by iComply from publicly available sources or third party content providers and made available to you through the Services, Beta Services, or Free Services, as more fully described in the Documentation.
“Data” means electronic data and other information submitted by or for you to iComply through the Services, excluding Content and Third-Party Applications.
“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via platform.icomplyico.com or login to the applicable Service.
“Effective Date” means the date identified by iComply in an approved Order Form as the “Effective Date” or, if not specified in the Order Form, the date Client first uses the Services, Documentation or any portion thereof.
“Fees” is defined in Section 6.1.
“Free Services” means Services that iComply makes available to you free of charge. Free Services exclude Trial Services and Paid Services.
“Malicious Code” means code, files, scripts, agents, smart contracts or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services.”
“Order Form” means a written, electronic or online ordering document specifying the Services to be provided hereunder that is entered into between you and us or any of our Affiliates, including any schedules, exhibits and supplements thereto.
“Personal Information” means any information about an identifiable individual as may be described in Privacy Laws.
“Privacy Laws” means all applicable local, provincial, state, federal and foreign privacy laws governing Personal Information.
“Paid Services” means paid Services that you subscribe for under an Order Form.
“Services” means the products and services that are purchased or subscribed for by you under an Order Form or provided to you free of charge (as applicable) or under a free trial, and made available online by us, including associated iComply offline or mobile components, as described in the Documentation.
“Third-Party Application” means a web-based, mobile, offline or other software process or functionality that is provided by you or a third party and interoperates with a Service, including, for example, an application that is developed by or for you, is listed on a Marketplace, or is identified as a custom integration, custom development, or by a similar designation.
“Trial Services” is defined in Section 2.1.
“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by you to use a Service, for whom you have purchased a subscription (or in the case of any Services provided by us without charge, for whom a Service has been provisioned), and to whom you (or, when applicable, we at your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business.
2. TRIAL AND FREE SERVICES
2.1 Trial Services. If you register on our website for a free trial, then we will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by you for such Service(s) pursuant to an Order Form, or (c) termination by us in our sole discretion (“Trial Services”). Additional terms and conditions may appear on the registration web page for Trial Services. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. It is your responsibility to review the applicable Services’ Documentation during the trial period so that you become familiar with the features and functions of the Services before you make your purchase. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR USE OF TRIAL SERVICES WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL SERVICES, OR PURCHASE APPLICABLE UPGRADED SERVICES, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER OR EXPORT DATA ENTERED OR CUSTOMIZATIONS MADE DURING YOUR USE OF THE TRIAL SERVICES TO A SERVICE THAT WOULD NOT BE APPLICABLE TO THAT COVERED BY THE TRIAL SERVICES; THEREFORE, IF YOU PURCHASE A SERVICE THAT DOES NOT APPLY TO THE TRIAL SERVICES YOUR DATA WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD.
2.2 Free Services. We may make Free Services available to you. Use of Free Services is subject to the terms and conditions of this Agreement. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation. Usage over these limits requires your purchase of additional resources or services. You agree that we may, in our sole discretion and for any or no reason, terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that we will not be liable to you or any third party for such termination. You are solely responsible for exporting, transferring, or copying your Data from the Free Services prior to termination of your access to the Free Services for any reason, provided that if we terminate your account, except as required by law we will provide you a reasonable opportunity to retrieve your Data.
2.3 Beta Services. From time to time, we may make Beta Services available to you, subject to the terms and conditions of this Agreement. You may choose to try such Beta Services or not in your sole discretion. Beta Services are intended for evaluation purposes and may not be suitable for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, our reservation of rights and your obligations concerning the Services, and use of any related Third-Party Applications and Content, shall apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in our sole discretion and may never make them generally available. You agree that (a) any termination of your access to the Beta Services may be without prior notice, and we will not be liable to you or any third party for such termination; and (b) upon request from us from time to time, you will provide feedback on the Beta Services.
2.4 In the event of a conflict between this Section 2 and any other portion of this Agreement, this Section 2 shall prevail to the extent of such conflict