ON-LINE APPLICATION PORTAL LEGAL TERMS OF USE AND DISCLAIMER

IMPORTANT! YOUR ACCESS TO THE ON-LINE APPLICATION PORTAL IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS OF USE BEFORE PROCEEDING.  CLICKING THE “I ACCEPT” BUTTON, BELOW IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS OF USE AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, PLEASE CLICK ON THE “CANCEL” BUTTON BELOW.

This On-line Application Portal (“Portal”) Legal Terms and Disclaimer (the “Terms of Use”) is an agreement between you, whether you are a corporation, partnership or sole proprietor (“you”) and Ontario Creates. “We” and “Us” means both you and the Ontario Creates. The effective date of these Terms of Use is when you accept or are deemed to accept these Terms of Use in accordance with the procedure set out in these Terms of Use.

1.   Ownership and Copyright. Materials on the Portal were produced and/or compiled for the purpose of providing you with the ability to apply for tax credits on-line or to apply for an Industry Development funding program. You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade names contained on this Portal (collectively the “Content”) including the manner in which the Content is presented or appears and all information relating thereto, are the property of Ontario Creates or its licensors, as the case may be.

2.   Permitted Use.  You will use the Portal only for the purposes of applying for tax credits or Industry Development funding programs in accordance with specific terms associated with any applicable tax credit application or Industry Development funding program application process.

3.   Restrictions on Use. You agree that you will not:

(i)       create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;

(ii)      permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Ontario Creates or its licensors or allow any third-party to access the Content.

The restrictions set out in these Terms of Use shall not apply to the limited extent the restrictions are prohibited by applicable law.

4.   Your Information and Registration.  

(a) Your Password and Recovery Questions and Answers are not seen by individuals at Ontario Creates, and are encrypted and stored securely on a server.  Your email address and contents of any email is seen by staff at Ontario Creates for the purposes of responding to your inquiries.

(b) You understand and accept that you are at all times responsible for your Portal User ID, Password and Recovery Questions and Answers.  If you suspect others have obtained them, you are responsible for revoking your Portal registration by contacting Ontario Creates through email or by phone and obtaining a new User ID and Password.

(c) You understand and accept that Ontario Creates can revoke your registration for security or administrative reasons.  Ontario Creates will provide you with immediate notice if this occurs. 

YOU MAY ACCESS, CORRECT AND DELETE YOUR OWN PERSONAL INFORMATION STORED BY ONTARIO CREATES BY updating the information in the ‘MY PROFILE’ page within the Online Application Portal. Please refer to the Privacy Policy page for more information about how your information is used.

5.   Security.  Security is important to Ontario Creates.  Ontario Creates uses Entrust Extended Validation SSL for data encryption.  Ontario Creates may also monitor network traffic for threats to security.  Even though Ontario Creates goes to great lengths to secure your transactions on the Portal, you should take other precautions to maximize your protection.  For example, you should regularly apply commercially available patches to your browser and operating system and protect your computer with up-to-date anti-virus and firewall software, which is also commercially available.

6.   Disclaimers.

ALTHOUGH THE PORTAL USES ENCRYPTION SECURITY, THERE IS NO GUARANTEE THAT PERSONAL OR PROPRIETARY INFORMATION AND TRANSACTIONS ON THE PORTAL OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE PORTAL AND THE CONTENT IS AT YOUR OWN RISK AND ONTARIO CREATES ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE PORTAL OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL OR PROPRIETARY INFORMATION.

Ontario Creates does not warrant that the functions contained in the Portal will be uninterrupted or error-free, that defects will be corrected, or that the Portal or the server that makes the Portal available are free of viruses or other harmful components.

Ontario Creates disclaims all liability for losses or damages arising from tort, contract or any other form of claim in relation to the use of, delivery of, licence of or reliance upon the Portal.

Without restricting the generality of the foregoing, Ontario Creates disclaims all liability for any claim in relation to:

·      any matters or factors outside of its control, including the availability or unavailability of the Internet, or telecommunications or other infrastructure systems;

·      the availability or unavailability of the Internet, or telecommunications or other infrastructure systems due to system maintenance;

·      the availability or unavailability of the Portal for any reason;

·      delay in any transmission;

·      any illegal or fraudulent use of your User ID or Password;

·      any transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize Ontario Creates to make, or for any errors or any changes made to any transmitted, stored or received information;

·      loss of use of data, including information you provide.

Please refer to the Portal page applicable to the tax credits or Industry Development fund for which you are applying for details of any specific disclaimers of liability.

7.   Indemnity. To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Ontario Creates, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (i) your breach of these Terms of Use; or (ii) your use of the Portal.

8.   Termination. These Terms of Use are effective until terminated by Ontario Creates, with or without cause, in Ontario Creates' sole and unfettered discretion. Ontario Creates may terminate these Terms of Use without notice to you if you fail to comply with any of its terms. Any such termination by Ontario Creates shall be in addition to and without prejudice to such rights and remedies as may be available to Ontario Creates, including injunction and other equitable remedies.

The disclaimers, limitations on liability, ownership, termination, interpretation, your warranty and the indemnity provisions of these Terms of Use shall survive the termination or expiry of these Terms of Use.

9.   Governing Law. Ontario Creates, the Portal and the Content are physically located within the Province of Ontario, Canada. These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada and shall be treated in all respects as an Ontario contract, without reference to the principles of conflicts of law. You hereby agree to submit to the jurisdiction of the Ontario courts in any action or proceeding instituted under or related to these Terms of Use or your use of the Portal or of the Content and information provided.

10. Entire Agreement. These Terms of Use as they may be amended from time to time in accordance with the provisions of Section 11, and any and all other legal notices and policies on this Portal, constitute the entire agreement between you and Ontario Creates with respect to the use of the Portal and the Content.

11. Amendment. Ontario Creates reserves the right to change these Terms of Use at any time. Your use of the Portal is governed by the Terms of Use in effect at the time of such use. You should therefore check these Terms of Use periodically. If you do not agree to the amended terms and conditions, you shall immediately stop using the Portal. Access to the Portal or use of the Portal after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to these Terms of Use and no waiver of any provision of these Terms of Use shall be binding on Ontario Creates unless executed by the Ontario Creates in writing. No waiver of any of the provisions of these Terms of Use shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

© Ontario Creates, 2010, Toronto, Ontario.