Terms and Conditions

Last updated: November 1, 2010

WE THANK YOU FOR YOUR INTEREST IN THE CASTORE WEBSITE ("CASTORE"). PLEASE READ THESE TERMS AND CONDITIONS OF USE (THE "TERMS AND CONDITIONS") CAREFULLY BEFORE USING CASTORE. BY USING CASTORE, YOU AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE DO NOT USE CASTORE. WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO MODIFY THE TERMS AND CONDITIONS AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED TERMS AND CONDITIONS. YOU AGREE TO REVIEW THE TERMS AND CONDITIONS PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED USE OF CASTORE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED TERMS AND CONDITIONS.

Rights in CAstore and content

CAstore and all content provided on CAstore is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by The Canadian Institute of Chartered Accountants (CICA). Nothing contained on CAstore should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, logos, or other names, including, but not limited to, those identifying CICA or its respective products and services displayed on CAstore, without the expressed written consent of CICA or such third party that may own such trademarks, logos, and other names displayed on CAstore.

Use of CAstore and content

2.1  No information or material from CAstore may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever except for your personal, non-commercial use only, provided you keep intact all copyright and proprietary notices. You agree that you do not acquire any ownership rights in any downloaded content. You agree to abide by all copyright notices, information, and restrictions contained in any content on CAstore and any content accessed through CAstore. You are hereby advised that CICA will aggressively enforce its intellectual property rights to the fullest extent permitted by law.

2.2  You will use CAstore and any content, material, or information found on CAstore solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through CAstore any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. You will be solely responsible for the content of any material or information that you make available through CAstore. You will also be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through CAstore.

2.3  CICA has no obligation to, and does not and cannot review, every item of material or information that you and users other than yourself make available through CAstore, and CICA is not responsible for any of this material or information. However, CICA reserves the right to monitor, delete and/or refuse to transmit, move, or edit any material or information, in whole or in part, without notice to you, that it deems in its sole discretion, unacceptable, undesirable, or in violation of any law. Without limiting the generality of the foregoing, CICA reserves the right to restrict or prohibit the sending of unsolicited bulk or commercial messages or the sending of numerous copies of the same or substantially similar messages or very large messages to a recipient.

2.4  You hereby grant to CICA a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and sublicense any and all material or information submitted by you to CAstore and/or to incorporate it in other works regardless of form, medium, or technology.

Disclaimer of warranties and limitation of liability

3.1  THE INFORMATION CONTAINED ON CASTORE IS FOR INFORMATIONAL PURPOSES ONLY AND IT IS NOT INTENDED TO MEET ANY PARTICULAR USER’S NEED. DOCUMENTS PROVIDED ON CASTORE ARE PROVIDED AS A SERVICE ONLY, AND DO NOT CONSTITUTE OFFICIAL VERSIONS OF SUCH DOCUMENTS. CASTORE, AND ALL CONTENT, MATERIAL, INFORMATION OR POSTINGS FOUND ON OR ACCESSED THROUGH CASTORE, ARE PROVIDED ON AN "AS IS" BASIS. CICA, AND EACH OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO CASTORE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH CASTORE.

NEITHER CICA NOR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS MAKE S ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF CASTORE OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH CASTORE, INCLUDING, BUT NOT LIMITED TO, THE CONTENTS OF ANY CONTENT, INFORMATION, MATERIAL, OR POSTING FOUND ON CASTORE (INCLUDING, BUT NOT LIMITED TO, ANY PRESS RELEASES OR FINANCIAL INFORMATION), ANY SERVICES PROVIDED THROUGH CASTORE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON CASTORE OR THE CONTENT CONTAINED ON SUCH SITE(S), OR AS TO THE CONTINUOUS OR ERROR FREE USE AND OPERATION OF THE INTERNET OR CASTORE. NEITHER CICA NOR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES THAT CASTORE OR ACCESS TO AND USE OF CASTORE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF CASTORE IS AT YOUR SOLE RISK.

3.2  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, AND FUNDAMENTAL BREACH SHALL CICA, AND EACH OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY LOSS THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON CASTORE, DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER CICA NOR EACH OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND AGENTS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.

Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless CICA and each of its 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 any provision of the Terms and Conditions; or (ii) your use of CAstore, the content contained in CAstore, and the placement or transmission of any information or other materials on CAstore made by you or others using your account. You agree to promptly notify CICA immediately after you become aware of any unauthorized use of your account and to take such reasonable steps as are necessary to prevent any reoccurrence of such event. CICA reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.

Recourse

If you are dissatisfied with CAstore or with the Terms and Conditions, your sole and exclusive remedy is to discontinue using CAstore. In such an event, you agree to destroy all materials obtained by you on CAstore. The Terms and Conditions shall survive any such termination.

Miscellaneous terms

Any disputes arising hereunder shall be governed exclusively by the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as CICA may determine in any and all actions, disputes, or controversies relating hereto. The Terms and Conditions and any rules, policies, guidelines, or other agreements posted on CAstore by CICA constitute the entire agreement between CICA and you with respect to your use of CAstore. Notwithstanding the foregoing, any products or services which you purchase through CAstore shall be subject to all Terms and Conditions relating to such purchase provided to you from time to time including, without limitation, all terms and conditions posted on CAstore and all terms and conditions delivered to you (in any manner or form) in connection with any products or services purchased. No waiver by either CICA or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise enforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein.

The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, be drawn up in English only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis, s’y rattachant soient rédigés en anglais seulement.