Website Use Agreement
This Agreement governs use of the Correspondent Services website. It exempts Correspondent Services and other persons from liability or limits their liability. It contains other important provisions that You should read. By using the website, You acknowledge that You have read, understood, and agreed to be bound by this Web Use Agreement (the “Agreement”). If You do not accept and agree to this Agreement, You may not access or use the website.
The website is administered by Correspondent Services from Vancouver, British Columbia, Canada. Its products and services referenced on the website are available only in certain jurisdictions in Canada and are not intended for or available to persons who reside or are located in other jurisdictions. (See Section 2 for more details).
Correspondent Services is a Division of Raymond James Ltd., a wholly owned subsidiary of Raymond James Financial, Inc.
1. YOUR ACCEPTANCE OF THIS AGREEMENT
This is an Agreement between You and all persons You represent (collectively “You” or “Your” and for purposes of this Agreement, "person" includes individuals and any type of incorporated or unincorporated entity) and Correspondent Services ("Correspondent Services" or "we" or "us" or "our") regarding Your use of our website. It covers all content, information, products and services available on or through the website (collectively, the "Website"). This Agreement also provides benefits to Raymond James' affiliates, service providers, suppliers and other persons. If You have registered, or are registering for, Correspondent Services client account On Line Access (the "On Line Access Form"), then references to "this Agreement" include both this Agreement and the On Line Access Form.
Each time You use the Website You signify that You, and any person You represent, agree to be bound by this Agreement as it then reads. You represent and warrant that You have the legal authority to agree to this Agreement for Yourself and any person You represent. If You do not agree with each provision of this Agreement, or if You are not authorized to agree to this Agreement on behalf of the person You represent, You may not access or use the Website.
2. PERMISSION TO USE THE WEBSITE
Only persons in the provinces and territories of Canada may access the Website. Raymond James' products and services referenced on the Website are available only in Canada and are not intended for persons who reside, or are located, outside of Canada. You may not access the Website from locations where the Website is illegal. You must inform yourself about, and observe the laws that apply in, the jurisdictions where You access and use the Website. The Website may be used only by individuals who: have reached the age of majority in their Canadian jurisdiction of residence; can form legally binding contracts under applicable law; and have accepted this Agreement. You may not use the Website if we have previously revoked or terminated our permission for You to do so. The clients-only portions of the Website may be accessed and used only by our clients or their authorized representatives who:
- have signed the On Line Access Form; and
- have a valid and subsisting username and password issued by us.
3. NO TRANSACTIONS OR INSTRUCTIONS
You may not use the Website for any transactions, to place buy or sell orders, or give instructions to Correspondent Services any other person regarding any matter.
4. SCOPE OF AGREEMENT
This Agreement governs Your use of the Website. It is the entire agreement, and supersedes all previous agreements, written, oral or otherwise between You and Correspondent Services, relating to Your use of the Website.
This Agreement is in addition to any other written agreements You may have with Correspondent Services concerning Your dealings with us generally (These include without limitation any agreements regarding Correspondent Services client accounts or our financial and brokerage services). Correspondent Services information, products and services available on or through the Website (including research reports and stock quotes) may also be subject to additional applicable terms and conditions and disclosures.
If there is any inconsistency or conflict between this Agreement and the provisions of any other agreements that You or any persons You represent have with Raymond James, the provisions of this Agreement will govern regarding Your Website use. The other agreements will govern all other matters.
5. CHANGES TO THIS AGREEMENT
Correspondent Services may in its sole discretion change or supplement this Agreement from time to time as it relates to future use of the Website by posting the revised Agreement on the Website. We may do so without any prior notice or liability to You or any other person. By using the Website after this Agreement has been revised, You signify that You and all persons You represent agree to be bound by the revised Agreement. You represent and warrant that You have the legal authority to agree to the revised Agreement on behalf of Yourself and all persons You represent. If You do not agree with each provision of the revised Agreement, or You are not authorized to agree to the revised Agreement, You may not use the Website. You may not change, supplement, or amend this Agreement in any manner.
6. AUTHORIZED REPRESENTATIVES - ON LINE ACCESS FORM
This Section 6 applies if You have registered through the On Line Access Form.
By Your completing and submitting the On Line Access Form registration to us:
(a) the Client referenced in the On Line Access Form appoints and authorizes the individual(s) identified in the On Line Access Form as the Client's Authorized Representative(s) to have full authority to access and use the Website (including accessing information regarding the accounts referenced in the On Line Access Form) on the Client's behalf; and
(b) the Authorized Representative agrees to access and use the Website on the Client's behalf. Correspondent Services may in its discretion refuse to register an individual as an Authorized Representative.
The Client and each Authorized Representative are fully responsible and liable, jointly and severally, for any and all acts or omissions by the Authorized Representative. This includes, without limitation, any negligence, wrongful conduct or breach of this Agreement by the Authorized Representative.
The Client will ensure that each Authorized Representative complies with the terms of this Agreement and all laws applicable to the use of the Website. The Client may at any time and terminate this Agreement or his/her authorization of any Authorized Representative by delivering notice of termination by facsimile transmission, courier or registered post to us. Any such notice will be effective only when an authorized Correspondent Services representative receives and processes it. Correspondent Services may, acting reasonably, immediately restrict, suspend or terminate (in whole or in part) any Authorized Representatives’ permission to use the Website without any notice or liability to the Authorized Representatives, the Client, or any other person.
7. ACCESS CODES
Certain portions of the Website may be accessed and used only by using a username and password (collectively "Codes") issued by Correspondent Services to individuals who have signed an On Line Access Form. All Codes remain our property. We may cancel or suspend Codes any time in our discretion without any notice or liability to any person. Codes do not restrict our access to password-protected information, and Codes may not prevent unauthorized access to data or other information.
We are under no obligation to verify the actual identity or authority of any person using Codes to access and use the Website. We may act upon any communication that is given with the use of Codes. We may in our discretion require proof at any time of the identity of any person seeking to access and use the Website. If we are not satisfied with such proof, we may deny access to the Website or refuse to act upon any communication. Without limiting the generality of the above, we may in our discretion require identity verification before providing access to account information. If we are not satisfied with such verification, we may in our discretion refuse to provide access to account information.
If You have been issued Codes:
(a) You are fully responsible and liable for the security of the Codes and any and all use and misuse of the Codes;
(b) You will keep the Codes secure and confidential at all times and not disclose them to, or permit use by, any other person;
(c) You will ensure that all uses of the Codes comply with this Agreement;
(d) once You have logged-on to the Website using the Codes, You will not leave the computer terminal used to access the Website until You have terminated the session and logged-off the Website; and
(e) You will immediately notify Correspondent Services by telephone (1-604-659-1932 7a.m. to 4:30 p.m. PT or toll free at 1-877-659-1939) if You know or suspect that any of the Codes have been lost or stolen or otherwise compromised.
8. DISCLOSURE STATEMENT
Correspondent Services and its affiliates, and their respective directors, officers, and employees, or members of their families, may from time to time acquire, hold or sell securities mentioned on the Website as principal or agent. Correspondent Services and its affiliates may have acted as financial advisor, fiscal agent and underwriter for certain of the corporations mentioned in the Website and may have received or may receive remuneration in that respect.
9. NO ADVICE
The Website is for informational and demonstrative purposes only. The Website is not:
- a comprehensive statement concerning the matters addressed;investment, tax, banking, accounting, financial, securities, legal, or other professional or expert advice or recommendations; or
- an offer, solicitation, or recommendation to sell or buy any stock, bond or other financial instrument product or service.
You should obtain appropriate professional advice before acting or not acting based on information provided on the Website.
10. ERRORS AND CORRECTIONS
Correspondent Services endeavours to provide accurate information on and through the Website but errors may occur and information may become out of date. We do not guarantee the accuracy, completeness, or timeliness of the information available on the Website. We may in our discretion change the information available on the Website from time to time and without notifying or being liable to You or any other person. You may obtain complete and up-to-date information about the products, services and other matters referenced on the Website by contacting our offices.
The information available on the Website is not the official version of any of our disclosure documents required by applicable securities and other laws, and may not be the most current source of information about us or our products and services. Our disclosure documents are available at our head office located at Suite 2100 West Georgia Street, Vancouver, BC V6C 3L2.
11. SECURITY AND EMAIL
You are solely responsible and liable for Your security arrangements concerning Your use of the Website and information stored on Your computing and communications systems. You will not do anything that might compromise the security of the Website or of any other Website users.
Email is not secure or confidential unless properly encrypted and we discourage the use of email to send us personal or financial information. If You use email for those purposes, You do so at Your own risk. We will not be liable to You or any other person for any loss or damage suffered as a result of Your use of email to communicate with us, or our use of email to communicate with You or other persons at Your request.
12. INFORMATION SUBMISSIONS AND COMMUNICATIONS
You may be required to submit information through the Website. You will ensure that all information You submit through the Website is accurate, current and complete. Correspondent Services will rely upon the information You submit. You will be responsible for any and all loss, damage, liabilities, obligations or additional costs that You, Correspondent Services or any other person incur as a result of Your submission of any false or incomplete information.
If You use the Website or email to communicate with us, You authorize us to accept those communications as if they had been given directly by You in writing and signed by You, and to respond to Your communications by Internet communications, email or other means. Communications You send to us are effective only and until the responsible Correspondent Services representatives process them. We may refuse to process any communications sent to us, or may reverse the processing of any communications sent to us in our discretion and without notification or liability including without limitation if:
- we cannot process the communications;
- the communications violate any provision of this Agreement or any other agreement that You may have with us;
- we consider that the communications may be fraudulent or unlawful; or
- there is a malfunction in connection with the transmission of the communications.
13. DISCLAIMERS, LIABILITY EXCLUSIONS, LIMITATIONS AND INDEMNITY
Correspondent Services strives to make Your use of the Website a useful and enjoyable experience. However, we do not accept any liability for Your use of the Website. For that reason, the following provisions apply to Your Website use.
You access and use the Website at Your own risk. The Website is provided on an "as is" and "as available" basis without any representations, warranties or conditions of any kind, express or implied. This includes, without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, durability, errors, fitness for a particular purpose, lack of negligence, merchantability, non-infringement, performance, quality, results, security, sequence, service, timeliness, title, uninterrupted service, viruses or workmanlike effort, all of which are hereby waived by You and disclaimed by Correspondent Services to the fullest extent permitted by law. There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
Without limiting the generality of the above, Correspondent Services makes no representation, warranty, condition or guarantee that:
- the Website will be compatible with Your computer and related equipment and software;
- the Website will be available, function without interruption, will be free of errors or that errors will be corrected;
- the Website will meet Your requirements;
- the information available on, through or connected with the Website will be timely, uninterrupted, sequential, accurate, authentic or complete;
- certain or any results may be obtained through use of the Website; and
- use of the Website will be free of viruses, trojan horses, worms or other destructive components and will not infringe the rights (including intellectual property rights) of any person;
and Correspondent Service disclaims any and all liability regarding such matters to the fullest extent permitted by law.
Certain documents and information available on, through or in connection with the Website including statements which contain words such as "could", "expect", "believe", "plan", "may", "will" and similar expressions, and statements relating to matters that are not historical facts, are forward-looking statements. Actual results, performances or achievements may be materially different from results, performances or achievements expressed or implied by such forward-looking statements. Forward-looking statements are qualified by known and unknown risks and uncertainties surrounding future expectations. These include but are not limited to risks associated with general industry and market conditions and growth rates; international growth and global economic conditions, including interest rate and currency exchange rate fluctuations; adverse regulatory action; technological change; taxation; availability of sufficient funding; and generation of operating cash flow sufficient to provide financial viability. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Stock price and related information available through or in connection with the Website is delayed and provided for informational purposes only. It should not be relied upon for any trading, business, financial or other purposes. Stock price and related information may not be timely, accurate, complete, sequential, accessible, or uninterrupted. We are not liable or responsible in any way for any delays, inaccuracies, or errors in any stock price or related information, or for any damages, losses or costs arising from reliance on any stock price or related information. You should verify the accuracy of information available through or in connection with the Website before making any trade or transaction based upon such information.
Documents and information (other than stock price information) available through or in connection with the Website is current as of the indicated date or its posting date, whichever is earlier. Such documents and information may not be timely, accurate, complete, sequential, accessible, or uninterrupted. We disclaim any obligation to update any documents or information available through or in connection with the Website, whether as a result of new information, future events or otherwise. We do not assume any duty of disclosure beyond that which is required by law.
You are solely responsible and liable for:
- obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for You to access and use the Website;
- scanning for and preventing the receipt and transmission of viruses, trojan horses, worms or other destructive or disruptive components; and
- maintaining a complete and current backup of all information and data in Your computer system prior to accessing or using the Website.
The Internet is not a secure medium. It may be subject to interruption and inadvertent or deliberate breaches of security and privacy. The operation of the Website may be affected by numerous factors beyond our control, and may not be continuous, secure or private.
We are not responsible for monitoring the Website and are not responsible or liable for any changes to the Website made without our consent.
Without limiting the generality of the above and in spite of any other provision of this Agreement, under no circumstances will we ever be liable to You or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to the Website, this Agreement, the subject matter of this Agreement, the termination of this Agreement or otherwise. This includes but is not limited to:
loss of data (including without limitation customer data), business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise (This includes without limitation by reason of any expenditures, investments, leases or commitments made in anticipation of the continuance or performance of this agreement);
economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by us or any person for whom we are responsible, and even if we have been advised of the possibility of such loss or damage being incurred.
Without limiting the generality of the above, we will not be liable to You or any other person for:
any loss or damage suffered by You or any other person as a result of any failure or refusal by us to give effect to, or for any failure or delay by us in receiving, accessing, processing or accepting, any communication sent to us by means of the Website or otherwise, or any loss or damage suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Website or any part of it.
Without limiting the generality of the above, notwithstanding any other provision of this Agreement, under no circumstances will our total aggregate liability to You or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by us or any person for whom we are responsible, and even if we have been advised of the possibility of such potential loss or damage being incurred, ever exceed $100 (CDN). You hereby release, remise and forever discharge us from any and all liability in excess of $100 (CDN).
You will indemnify, defend and hold Correspondent Services harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by us in connection with any claim or demand arising out of, or related to Your access to or use of the Website, Your breach of this Agreement, or any wrongful conduct by You or any person for whom You are responsible under this Agreement or at law. You will assist and co-operate as fully as reasonably required by us in the defence of any such claim or demand.
In this Section 13:
(a) references to " Correspondent Services" includes Correspondent Services and each of its directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and all other related, associated, or connected persons, jointly and severally;
(b) references to "Website" include all content, information, products and services available on, through or in connection with the Website, including account information, research reports, stock quotations, and Stock Watch emails; and
(c) references to “You” means, you and any persons you purport to represent.
You acknowledge and agree that this Agreement represents a fair allocation of risk and liability. Advice and information provided by us, whether oral or written, will not create any representation, warranty, condition or guarantee or amendment to this Agreement, including the above disclaimers, liability exclusions, liability limitations, indemnity provisions, and You may not rely upon any such advice or information. The exclusion of certain warranties and conditions and the exclusion or limitation of certain liabilities is prohibited by law in some jurisdictions. Such limitations may apply to You.
14. PERSONAL INFORMATION PRIVACY
15. OWNERSHIP AND PERMITTED USE OF THE WEBSITE
The Website and all content (including information in text, graphical, video and audio forms, images, icons, software, designs, applications, calculators, models, data, and other elements) available on or through the Website are the property of Correspondent Services and others, and are protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to You any ownership or other rights in the Website or its content.
The Website and its content are made available to You for Your lawful, personal use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited.
You may print the pages of the Website for Your personal use provided that You do not modify any of the content and You do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. You may not copy, imitate, reproduce, republish, upload, post, transmit, modify, index, catalogue, mirror or distribute the Website in any way, without our express prior written permission. You may not reproduce, copy, sell, or resell any part of the Website or access to the Website. You may not use any of the software that is used in the operation or provision of the Website except while You are using the Website in accordance with this Agreement.
16. CORRESPONDENT SERVICES RECORDS
Our records are, unless proven to be wrong, conclusive evidence of Your use of the Website and the information available through or in connection with the Website. You will not object to the admission of our records as evidence in any legal proceeding on the ground that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer.
17. TRADEMARK INFORMATION
Product and company names and logos appearing on or in connection with the Website may be registered or unregistered trademarks, service marks, trade names and logos of their respective owners. Any use of the trademarks, service marks, trade names or logos displayed on or in connection with the Website (collectively "Marks") is strictly prohibited. Nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks.
18. OTHER SITES
For Your convenience, the Website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites are independent from us and we have no responsibility or liability for or control over Other Sites, their business, goods, services content or privacy practices. We do not sponsor or endorse Other Sites or their business, goods, services, or content. Your use of Other Sites and Your dealings with the owners or operators of Other Sites is at Your own risk. We are not responsible or liable for any damages in connection with Your use of Other Sites or Your dealings with the owners or operators of Other Sites. The provisions of this Agreement under Section 13 (Disclaimers, Liability Exclusions/Limitations and Indemnity) apply, with all necessary modifications, to Your use of Other Sites and their business, goods, services and content.
19. NO LINKING, FRAMING, MIRRORING, SCRAPING, DATA-MINING OR POSTINGS
Links to the Website without our express written permission are strictly prohibited. To request permission to link to the Website, please send an email to email@example.com. We may in our discretion revoke any permission we give to link to the Website at any time and without any notice or liability.
The framing, mirroring, scraping or data-mining of the Website or any of its content by any means is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with Your use of the Website or to post comments, communications, or any other data on the Website with the intention that such postings may be viewed by other users of the Website.
20. UNSOLICITED SUBMISSIONS
Correspondent Services welcomes Your comments and suggestions regarding the Website. However, by submitting any comments, ideas, suggestions or other materials (the “Submissions”), You automatically grant (or warrant that the owner of the Submissions grants) to us a perpetual, irrevocable royalty free, right and license to use any ideas or know-how submitted for any purpose whatsoever without liability or credit to You and without restriction.
21. CHANGES AND TERMINATION
Notwithstanding any other provision of this Agreement, we may in our discretion change restrict, suspend or terminate the Website or any part of it without notification or liability.
We may also in our discretion at any time immediately terminate, temporarily or permanently, this Agreement or Your permission use the Website without any notification or liability.
If this Agreement or Your permission to use the Website is terminated for any reason, then this Agreement and all other then existing agreements between You and Correspondent Services will continue to apply and be binding upon You regarding Your prior use of the Website, and anything relating to or arising therefrom. Without limiting the generality of the above, and in spite of any other provision of this Agreement, Sections 6, 13, 14, 16, 18, 19, 20, 22 and 23 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement.
22. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement (including the On Line Access Form, where applicable), Your use of the Website, and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. The United Nations Convention On Contracts For The International Sale Of Goods does not apply. Any dispute between You and Correspondent Services or any other person connected with or relating to the Website, this Agreement (including the On Line Access Form, where applicable) or any related matters (collectively "Disputes") will be resolved before the Courts of British Columbia, sitting in the City of Vancouver, and You hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes. Proceedings regarding a Dispute must be commenced in a court of competent jurisdiction in the City of Vancouver, British Columbia, Canada within one (1) year after the Dispute arose, after which time any and all proceedings regarding the Dispute are barred.
23. OTHER MATTERS
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severed from the rest of this Agreement and will not affect the validity and enforceability of any remaining provisions. This Agreement inures to the benefit of and is binding upon each of Correspondent Services and its successors, assigns and related persons, and You and Your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement.
We may assign this Agreement and its rights and obligations under this Agreement without Your consent. This Agreement contains provisions for the benefit of Correspondent Services and its directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and other related, associated or affiliated persons, each of whom has the right to assert and enforce such provisions directly.
If a party consents to or waives any breach or default by the other party of that party's obligations under this Agreement, this will not be deemed to be a consent to, or waiver of, a continuing breach or default or any other breach or default of the obligations of that party. No consent or waiver will be effective unless in writing and signed by all parties.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.
Any rights not expressly granted by this Agreement are reserved to us. This Agreement is effective October 12, 2017.
This Agreement is subject to change by Correspondent Services without notice.