Web Use Agreement
This version in effect since June 1, 2009
This Agreement governs use of the Retire First Ltd. website. It exempts Retire First Ltd. and other persons from liability or limits their liability. It contains other important provisions that you should read. By using the website, you acknowledge and signify that you have read, understood, and agreed to be bound by this Agreement. If you do not accept and agree to this Agreement, you may not access or use the website.
The website is administered by Retire First Ltd. from Red Deer, Alberta, Canada. Retire First Ltd.’s 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. (Please see Section 2 for more details).
1. YOUR ACCEPTANCE OF THIS AGREEMENT
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person” includes individuals and any type of incorporated or unincorporated entity) and Retire First Ltd. (“Retire First” “we” or “us” or “our”) regarding your access to and your use of our website and all content, information, products and services available on or through the website (collectively, the “Website”). This Agreement also provides benefits to Retire First Ltd.’s affiliates, service providers, suppliers and other persons.
If you have signed a Retire First Ltd. Online Access Agreement Form regarding access to and use of the Website (the “On Line Access Form”), then references to “this Agreement” include both this Website Use Agreement and the On Line Access Form.
Each time you use the Website you signify your acceptance and agreement and the acceptance and agreement of any person you represent, without limitation or qualification, to be bound by this Agreement as it then reads. You represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of 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 and accept this Agreement on behalf of the person you represent, you may not access or use the Website.
2. PERMISSION TO USE THE WEBSITE
The Website may be accessed and used only by persons in the provinces and territories of Canada. Retire First Ltd.’s products and services referenced on the Website are available only in Canada and are not intended for or available to persons who reside or are located outside of Canada. Access to the Website from locations where the Website is illegal is prohibited. Persons who access the Website must inform themselves about and observe the laws that apply in the jurisdictions where they are accessing and using the Website.
The Website may be accessed and used only by individuals who:
1. have reached the age of majority in their jurisdiction of residence;
2. can form legally binding contracts under applicable law; and
3. 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 Retire First Ltd.’s clients or their authorized representatives who have signed the Online Access Form and have a valid and subsisting username and password issued by us.
3. NO TRANSACTIONS OR INSTRUCTIONS
The Website may not be used for any transactions, to place buy or sell orders, or give instructions to Retire First Ltd. or any other person regarding any matter.
4. SCOPE OF AGREEMENT
This Agreement governs your use of the Website. It is the entire agreement between you and Retire First Ltd. relating to your use of the Website. It supersedes all previous agreements, written, oral or otherwise, between you and Retire First Ltd. regarding your use of the Website.
This Agreement is in addition to and supplements any other written agreements you may have with Retire First Ltd. concerning your dealings with us generally. (These include without limitation any agreements regarding Retire First Ltd. client accounts or our financial and brokerage services). Retire First Ltd. information, products and services (including research reports and stock quotes) available on or through the Website may also be subject to additional applicable terms and conditions and disclosures.
If there is any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreements that you or any persons you represent have with Retire First Ltd., the provisions of this Agreement will govern regarding access to and use of the Website. The other agreements will govern all other matters.
5. CHANGES TO THIS AGREEMENT
Retire First Ltd. may in its discretion amend, change or supplement this Agreement from time to time as it relates to future use of the Website, without any prior notice or liability to you or any other person, by posting the revised Agreement on the Website. By using the Website after this Agreement has been revised, you signify your acceptance and agreement, and the acceptance and agreement of all persons you represent, without limitation or qualification, to be bound by the revised Agreement. You represent and warrant that you have the legal authority to agree to and accept 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 and accept 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 signed an Online Access Form.
By delivering a duly completed and signed Online Access Form to Retire First Ltd.:
(a) the Client referenced in the Online Access Form appoints and authorizes the individual(s) identified in the Online 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 Online Access Form) on the Client’s behalf; and
(b) the Authorized Representative agrees to access and use the Website on the Client’s behalf. Retire First Ltd. 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 in his or her discretion terminate this Agreement or the authorization of any or all of the Client’s Authorized Representatives to use the Website on the Client’s behalf by delivering notice of termination by facsimile transmission, courier or registered post to Retire First Ltd.. Any such notice of termination will be effective only and until an authorized Retire First Ltd. representative actually receives and processes it.
Retire First Ltd. may, acting reasonably, immediately restrict, suspend or terminate (in whole or in part) the permission we granted to any or all Authorized Representatives to access and 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 Retire First Ltd. to individuals who have duly completed and signed an Online Access Form. All Codes remain the property of Retire First Ltd.. 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 and use of the Website or parts of it or refuse to accept or 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 the Codes to any other person or permit any other person to use the Codes;
(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 unless and until you have terminated the session and logged-off the Website; and
(e) you will immediately notify Retire First Ltd. by telephone (403-314-5553 or toll free 1-877-314-5553
8 a.m. to 4 p.m. MST) if you know or suspect that any of the Codes have been lost or stolen or become known to or used by any other person.
The Website is for informational and demonstrative purposes only. The Website is not:
1. a comprehensive or detailed statement concerning the matters addressed; investment, tax, banking, accounting, financial, securities, legal, or other professional or expert advice or recommendations; or
2. an offer, solicitation, or recommendation to sell or buy any stock, bond or other financial instrument or any product or service.
You should obtain appropriate professional advice before acting or omitting to act based upon any information provided on or through the Website.
9. ERRORS AND CORRECTIONS
Retire First Ltd. 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 or through the Website. We may in our discretion change the information available on or through the Website at any time or 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 office.
The information available on or through 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 101 4610 49 Avenue, Red Deer, Alberta T4S 1X6.
10. SECURITY AND EMAIL
You are solely responsible and liable for setting-up, maintaining and regularly reviewing security arrangements concerning your access to and 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 the systems or security of any other users of the Website.
Email is not secure or confidential unless properly encrypted. Consequently, 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 responsible or 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.
11. INFORMATION SUBMISSIONS AND COMMUNICATIONS
To use portions of the Website, you may be required to submit information through the Website. You will ensure that all information you submit through the Website is true, accurate, current and complete. Retire First Ltd. will rely upon the information you submit. You will be responsible for any and all loss, damage, liabilities, obligations or additional costs that you, Retire First Ltd. or any other person may incur as a result of your submission of any false, incorrect 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 Retire First Ltd. representatives process them. We may refuse to process any communications sent to us, or may reverse the processing of any communications sent to us, at any time in our discretion and without notifying or being liable to you or any other person, including without limitation if:
1. we cannot process the communications;
2. the communications violate any provision of this Agreement or any other agreement that you may have with us;
3. we consider that the communications may be fraudulent or unlawful; or
4. there is an operational failure or malfunction in connection with the transmission of the communications.
12. DISCLAIMERS, LIABILITY EXCLUSIONS, LIMITATIONS AND INDEMNITY
Retire First Ltd. strives to make your use of the Website a useful and enjoyable experience. Nevertheless, we do not accept any liability for your use of the Website. For that reason, the following provisions apply to matters arising from, connected with or relating to the Website.
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, whether 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 Retire First Ltd. 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, Retire First Ltd. makes no representation, warranty, condition or guarantee that:
1. the Website will be compatible with your computer and related equipment and software;
2. the Website will be available or will function without interruption or will be free of errors or that any errors will be corrected;
3. the Website will meet your requirements;
4. the information available on, through or connected with the Website will be timely, uninterrupted, sequential, accurate, authentic or complete;
5. certain or any results may be obtained through the access to or use of the Website; and
6. the access to and use of the Website will be free of viruses, trojan horses, worms or other destructive or disruptive components and will not infringe the rights (including intellectual property rights) of any person;
and Retire First Ltd. 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 displayed on or available through or in connection with the Website is delayed and provided for informational purposes only. It is not intended for, and 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 on, 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) displayed on or 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 intention or obligation to update or revise any documents or information displayed on or 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:
1. obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for you to access and use the Website;
2. scanning for and preventing the receipt and transmission of viruses, trojan horses, worms or other destructive or disruptive components; and
3. 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 disruption, 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 or uninterrupted, secure or private.
We are not responsible for monitoring the Website and are not responsible or liable for any changes to the Website 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 Retire First Ltd. 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, related to, or connected with 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 defense of any such claim or demand.
In this Section 12:
(a) references to “Retire First Ltd.” includes Retire First Ltd. 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 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 vary or amend 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.
13. PERSONAL INFORMATION PRIVACY
14. 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 Retire First Ltd. 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, duplicate, 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.
15. RETIRE FIRST LTD. RECORDS
Our records are, unless proven to be wrong, conclusive evidence of your use of the Website and the information available on, 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.
16. TRADEMARK INFORMATION
Retire1st, Retire First Ltd., and Retire First are trademarks, service marks and trade names owned or licensed by us. Other 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 licence or right to use any Marks.
17. 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, or content. 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. You will not make any claim against us arising from, connected with, or relating to 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 access to and use of Other Sites and their business, goods, services and content.
18. 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 contact Retire First Ltd. at 403-314-5553. We may in our discretion cancel and revoke any permission we may 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 in any form and 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 of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.
19. UNSOLICITED SUBMISSIONS
Retire First Ltd. welcomes your comments and suggestions regarding the Website.
However, by submitting any comments, ideas, suggestions or other materials (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.
20. CHANGES AND TERMINATION
Notwithstanding any other provision of this Agreement, we may in our discretion change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without notifying or being liable to you or any other person.
We may in our discretion and for our convenience at any time immediately terminate, temporarily or permanently, this Agreement or your permission to access and use the Website without any notice or liability to you or any other person.
If this Agreement or your permission to access or use all or any part of the Website is terminated for any reason, then this Agreement and all other then existing agreements between you and Retire First Ltd. will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising there from. Without limiting the generality of the above, and in spite of any other provision of this Agreement, Sections 6, 12, 13, 15, 17, 18, 19, 21 and 22 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.
21. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement (including the On Line Access Form, where applicable), your access to and use of the Website, and all related matters are governed solely by the laws of Alberta, 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 Retire First Ltd. or any other person arising from, 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 Alberta, sitting in the City of Red Deer, 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 Red Deer, Alberta, Canada within one (1) year after the Dispute arose, after which time any and all proceedings regarding the Dispute are barred.
22. 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 ensures to the benefit of and is binding upon each of Retire First Ltd. 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 Retire First Ltd. and its directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and other related, associated, affiliated or connected persons, each of whom has the right to assert and enforce such provisions directory or on its own behalf.
No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other 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. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to Retire First Ltd..
This Agreement is subject to change by Retire First Ltd. without notice. This Agreement was last changed effective June 1, 2009.