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Last updated: [August 15 2014]
Ticoon Technology, Inc. (“Ticoon”, “we”, “us” and terms of similar meaning) provides this web site and the services provided by or through this web site to you subject to these terms and conditions of use (these “Terms”). Where these Terms refer to a “party” this term means either you or us, or both of us, as applicable.
In these terms we refer to this web site, any successor web sites (together, the “Site”) and any software that we provide through the Site as the “Application”. We refer to the services provided by the Application as the “Services”, and we refer to the Application, the Services and the Content (as defined below) as the “Ticoon Materials”. In these Terms, our end customers (including you) are called “Users”, and the data you provide to us in your use of the Services is called your “User Data”.
The Services are designed to assist you in managing information provided by you to, and information received by you from, and your relationships with, various third parties involved in the creation, distribution, management, administration, sale and servicing of investment, insurance and banking industry products, such as mutual and other investment funds. These third parties include (but are not limited to) fund companies, insurance carriers, banks, investment dealers and investment advisors. In these terms we use the following defined terms when we refer to these matters:
“Financial Product and Service Providers”: companies and individuals involved in the creation, distribution, management, administration, sale and servicing of Financial Products and their purchasers, that use the Application to interact with or provide services to Users. These include (but are not limited to) fund companies, insurance companies, banks, investment dealers and investment advisors, as well as the affiliates and service providers of all of the foregoing; and
“Financial Products”: the investment, insurance and banking products, such as (but not limited to) mutual and other investment funds, that Financial Product and Service Providers create, distribute, manage, administer, sell or service.
We use the term “your Financial Product and Service Providers” to refer to those Financial Product and Service Providers with which you from time to time have an account, or that create or service the Financial Products that you from time to time hold, and we use the term “your Financial Products” to refer to the Financial Products that are created, sold, marketed, managed, administered, sold or serviced by your Financial Product and Service Providers.
Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.
These Terms are a legal agreement between you and Ticoon, and no other person. They do not amend or modify any legal agreement you may have or from time to time have with any Financial Product and Service Provider or other person. For example, if you purchase a Financial Product from a Financial Product and Service Provider, any rights or obligations you or they may have from or to the other under any legal agreement you may have with each other at any time are not affected in any way by these Terms.
1. Registration Data; Account Security
If you obtain a Ticoon account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms we provide for the Services (“Registration Data”); (b) maintain the security of your username and password; (c) maintain and promptly update the Registration Data, and any other information you provide to Ticoon, and to keep it accurate, current and complete; and (d) accept all risks of access to the Services if you share your Registration Data with others. You are responsible for all activity on your Ticoon account, and for all charges incurred by your Ticoon account. Notices that we are required under these Terms to send to you shall be sent to the contact info that you maintain in your Registration Data or posted within the Application for your attention. We are not responsible for any loss or damage to you if you do not keep your Registration Data up to date.
When you register for a Ticoon account, we attempt to match your identity with the financial transaction history and related data that is provided to us in relation to you by Financial Product and Service Providers. To do this, we may use the services of third parties that authenticate user identity. The accuracy of this authentication process depends upon the accuracy of your answers to questions asked of you in this process and of the financial transaction history and related data that we are provided by those Financial Product and Service Providers.
2. Your Use of the Services
You will not (a) sell, resell, license, sublicense, distribute, rent or lease the Services or include the Services in a service bureau or outsourcing offering, (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights, (c) use the Services to store or transmit harmful code, (d) interfere with or disrupt the integrity or performance of any Services or third party data contained therein, (e) attempt to gain unauthorized access to any Services or related systems or networks, (f) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, (g) copy any Service or any part, feature, function or user interface thereof, (h) copy any Content except as permitted herein, (i) frame or mirror any part of any Service or Content, other than framing on your own intranets or otherwise for your own internal business purposes or as expressly permitted on the Site, (j) access any Service or Content in order to build a competitive product or service, or (k) reverse engineer any Service (to the extent such restriction is permitted by law).
You will (a) be responsible for your compliance with these Terms, (b) be responsible for the accuracy, quality and legality of any User Data you provide to us and the means by which you acquired any User Data you provide to us, (c) use commercially reasonable efforts to prevent unauthorized access to your Ticoon account, and notify us promptly of any such unauthorized access or use, and (d) use Services and Content only in accordance with these Terms and applicable laws.
3. Fees; Charges; Taxes
At present, the Services are provided free of charge to Users.
If applicable, any fees and other charges for the use of the Application will be described on the Site, and they may change from time to time. If we change them, we will give you at least 30 days’ notice at the email address you provide in your registration information, if any, or we will provide a notification visible to you through your use of the Application. If they do change, your continued use of the Application after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the monthly billing period in which the change occurs.
We may from time to time offer promotional discounts, credits, rebates or other fee reductions to new and/or other users. Any such discounts, credits, rebates and reductions are subject to change without notice at any time.
You are responsible for all taxes applicable to any fees and charges for the Services in any applicable jurisdiction. If we have the legal obligation to pay or collect taxes for which you are responsible under this Section, we may collect such amount from you using any payment method you generally authorize us to use for fees for our services, and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Your User Data
As noted above, in these Terms we refer to the data that you provide to us in your use of the Services as your “User Data”. Your User Data is your property. Our only rights to your User Data are the limited licenses to it granted to us in these Terms. Those licenses are described in Section 6 and Section 19 of these Terms.
Your User Data is your responsibility. We have no responsibility or liability for any loss or damage your User Data may cause to you or to others. You are solely responsible for maintaining copies of and replacing any User Data you post or store on the Services. If you authorize a third party (such as a Financial Product and Service Provider) to access your User Data through the Services, you agree that we are permitted to provide to them the User Data for their use in the specified manner, or if no manner is specified, in the manner in which the Services generally permit them to use that User Data, and also agree that we have no responsibility or liability for their use of such User Data.
5. Ownership, Copyright and Trademarks
In these Terms the content available to you through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
Other than your User Data, the Services and all Content and all software available on the Services or used to create and operate the Services is the property of Ticoon or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information (including references to Financial Product and Service Providers), by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Ticoon.
6. Your Limited License of Your User Data to Ticoon
We do not claim any ownership interest in your User Data, but we do need the right to use your User Data to the extent necessary to operate the Application and provide the Services, now and in the future. For example, if you provide User Data to us we need your license to use that User Data for the Services in the applicable manner, and we need the right to sublicense that User Data to your Financial Product and Service Providers, so that they can use that User Data in the applicable manner. Please see our Site for more information on how we use your User Data and about access to it.
Therefore, by posting or distributing User Data to or through the Services, you (a) grant Ticoon and its affiliates a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Data, in the manner in and for the purposes for which the Services from time to time use such User Data; (b) represent and warrant that (i) you own and control all of the rights to the User Data that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Data, to or through the Services; and (ii) the use and posting or other transmission of such User Data does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
These licenses from you to us are non-exclusive because you have the right to use your User Data elsewhere. They are royalty-free because we are not required to pay you for the use of your User Data on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Data when it processes it for use in the Services. These licenses do not allow us to make substantive changes to your User Data. If you have questions about how your Financial Product and Service Providers will use your User Data, you should inquire with them.
7. Our Limited License of Content to You
Ticoon grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods except as expressly permitted by the Application; and (v) you may not use the Services or the Content other than in connection with the ordinary and intended purpose of the Application.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section shall terminate upon the termination of this agreement and may be suspended as provided for in these Terms.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any third party or breach any contract or legal duty to any third parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact Ticoon at the address set out at the bottom of these Terms.
8. Certain Use of the Services
You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any person, or that would otherwise create liability or violate any local, state, national or international law;
Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any person;
Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
Unsolicited promotions, political campaigning, advertising or solicitations;
Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
Viruses, corrupted data or other harmful, disruptive or destructive files; or
Content that, in the sole judgment of Ticoon, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Ticoon or its affiliates or its users to any harm or liability of any type.
Finally, Ticoon has a “zero-tolerance” policy towards SPAM: you may not use the Services generally to send commercial or other messages to any third party if those messages are not solicited, authorized or welcomed by the third party, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.
Any use of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Services.
9. Providing a Reliable and Secure Service
If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Site.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Ticoon you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
10. No Responsibility for Third Parties or Third Party Material
The Application may contain links to third party Web sites (“Third Party Sites”) and third party content (“Third Party Content”) as a service to those interested in this information, and in the ordinary operation of the Application you may engage with Financial Product and Service Providers and other third parties (in these Terms we collectively refer to all of them as “Third Parties”) or provide your User Data to them. You use links to Third Party Sites and any Third Party Content or service provided there or by Third Parties, at your own risk, and you engage with Third Parties and provide your User Data to third parties, whether through the Application or otherwise, at your own risk. Ticoon is not responsible for the acts or omissions of Third Parties, including their loss or misuse or failure to protect your information.
Ticoon makes no claim or representation regarding Third Parties, Third Party Content or Third Party Sites, and provides them or links to them, as the case may be, only as a convenience to you. Inclusion in the Services of a link to a Third Party, Third Party Site or Third Party Content does not imply Ticoon’s endorsement, adoption or sponsorship of, or affiliation with, such Third Party, Third Party Site or Third Party Content. Ticoon accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third Parties, Third Party Content, Third Party Sites, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party or Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third Party.
11. Advertisements and Promotions
Ticoon may run advertisements and promotions from third parties, including from Financial Product and Service Providers, on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Ticoon, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Ticoon is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on or through the Services.
12. Warranty Disclaimers
The Ticoon Materials are provided to you on an “as is” basis without warranties, representations or covenants from Ticoon of any kind, either express or implied. Ticoon expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Ticoon does not represent or warrant that Ticoon Materials are accurate, complete, reliable, current or error-free. Ticoon disclaims all liability and indemnification obligations for any harm or damages caused by any third party hosting providers to us.
In particular, Ticoon makes no representation of warranty concerning any Third Party, or their use of the Services or of your User Data or other personal information. In addition, Ticoon does not provide any investment advice or regulated investment services. Ticoon is a technology services provider, not an investment advisor or other financial intermediary.
13. Limitation of Liability; Indemnity
Without limitation of the foregoing, neither Ticoon nor any of our affiliates, sponsors, contractors, advertisers, vendors or other partners, or our or their successors or assigns, or any of our respective officers, directors, agents or employees, shall be liable for any special, indirect, incidental or consequential damages, or any aggravated or punitive damages, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Ticoon Materials.
In no event shall the aggregate liability of any of the above persons, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Ticoon Materials exceed any compensation paid by you for access to or use of the Ticoon Materials, as the case may be, during the three (3) months prior to the date of any claim. This limitation shall not limit your liability to pay for the Services that you use.
You will defend, indemnify and hold us harmless against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your User Data, or your use of the Services or Content, causes any damage, injury, loss, liability, expense or claim.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms or as expressly provided for in these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Users in the dashboard area of your Ticoon account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for such notices.
Any notice required of you to us must be given to us in writing sent by registered mail or messenger to the address given below or to such updated method and address as we may notify to you.
15. Applicable Law and Venue
The Services are controlled by Ticoon and operated by it from its offices in Toronto, Ontario. You and Ticoon both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Ticoon explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Ticoon Materials will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law and except by an action by us against you for non-payment of any amounts due from you for your use of the Services, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Ticoon and arising out of or relating to (a) these Terms; (b) the Ticoon Materials; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Ticoon Materials; or (d) the relationships that result from these Terms or the Ticoon Materials (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Ticoon related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Ticoon. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Ticoon for your failure to comply with any such laws.
16. Inactive Accounts; Termination of Agreement
Notwithstanding any other provision of these Terms, Ticoon reserves the right, in its sole discretion, without any liability to you, to terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Data through the Services if we cease to generally offer the Services. If we do so, we will give you at least ninety (90) days notice, and we will refund to you any fees that you have prepaid for the balance of any subscription term.
If these Terms expire or terminate for any reason, Sections 4, 5, 9, 10, 12, 13, 15, 16, 17, and 18, and any representation or warranty you make in these Terms, shall survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this agreement in its entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, we will refund to you any prepaid fees covering the remainder of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. These Terms constitute the entire agreement between you and Ticoon regarding your use of the Ticoon Materials, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Ticoon regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
18. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here:
Ticoon Technology, Inc.
56 The Esplanade Ste. 404
Toronto, ON, M5E 1A7