Terms
Royal Clark offers certain services under
the Royal Clark brand , the terms of which are found in this Royal Clark
Service Schedule. This Royal Clark Service Schedule is an attachment to and
forms an integral part of the Royal Clark Master Services Agreement (the
"Agreement"). The Customer agrees to be bound by the terms and
conditions in this Royal Clark Service Schedule and the Royal Clark Master
Services Agreement, found at www.Royal Clark.com/terms.
THIS Royal Clark SERVICE SCHEDULE IS
SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN THE Royal Clark MASTER
SERVICES AGREEMENT.
THE CUSTOMER MUST READ AND ACCEPT THESE
TERMS AND CONDITIONS OF USE BEFORE USING THIS SITE OR SUBSCRIBING TO THE
SERVICE. THESE TERMS AND CONDITIONS OF USE CREATE AN AGREEMENT BETWEEN THE
CUSTOMER AND Royal Clark. THESE TERMS AND CONDITIONS OF USE GOVERN THE
CUSTOMER'S USE OF THIS INTERNET SITE ("SITE") AND THE SERVICES
OFFERED, INCLUDING THE SERVICE SOFTWARE, THE ASSOCIATED MEDIA, ANY PRINTED
MATERIALS, DATA, FILES, AND INFORMATION AND ANY ONLINE OR ELECTRONIC
DOCUMENTATION ("SOFTWARE"). EACH TIME THE CUSTOMER USES THIS SITE OR
THE SERVICE, THE CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND
AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE. THESE TERMS AND CONDITIONS
MAY BE UPDATED AND CHANGED WITHOUT NOTICE TO THE CUSTOMER. THIS AGREEMENT TAKES
PRECEDENCE OVER ANY OTHER AGREEMENT OR TERMS EMBEDDED WITHIN THE SOFTWARE.
The following terms and conditions apply
to all Royal Clark Services unless expressly noted in the section title as
applying only to a particular Service.
The Customer, as identified in the
Customer Account (as defined herein), and as may be referred to as
"You" or "Customer," subscribes to Royal Clark Services
subject to the terms and conditions specified herein.
1. SUBSCRIPTION
The Customer is responsible for providing
accurate information and for updating any information on the Customer's
account. Royal Clark reserves the right to suspend or terminate the Customer's
account if provided with incomplete or inaccurate information at the time of
subscription or thereafter.
The Site and the Service may be used only
by persons who have reached the age of majority and can form legally binding
contracts under applicable law. If the Customer is under the legal age of
majority in the jurisdiction in which it lives and wishes to subscribe to the
Service, a parent or legal guardian must subscribe to the Service on behalf of
the Customer.
2. Software
Software license
At the time of subscription, the Customer
shall receive or be entitled to download the Software required to run and
operate the Service.
Subject to the terms and conditions of
this Agreement, Royal Clark grants to Customer a non-exclusive,
non-transferable, revocable, limited license to use the Software.
The customer shall have no right to
transfer, assign or sublicense the Software.
The customer may not alter the Software or
the code in any way.
Except as otherwise specified in this
Schedule , the Customer may not: (i) copy the Software, other than one copy
which is permitted as a backup; (ii) Modify or create any derivative works of
any Software, Service or documentation, including translation or localization
(code written to published application programming interfaces or APIs); (iii)
Sublicense or permit simultaneous use of the Service by more than one user;
(iv) Reverse engineer, decompile, or disassemble or otherwise attempt to derive
the source code for any Software related to the Service;(v) Redistribute,
encumber, sell, rent, lease, sublicense, or use the Software or the Service in
a timesharing or service bureau arrangement, or otherwise transfer the Software
or any rights to the Software; (vi) Remove or alter any trademark, logo,
copyright or other proprietary notices, legends, symbols or labels in the
Software or Service; or (vii) Publish any results of benchmark tests run on any
Software to a third party without Royal Clark' prior written consent.
Ownership of Software and Service
All rights, titles and interests in the
copyright, patents and intellectual property rights in the Software and the
Service or any part thereof remain with Royal Clark or the original owner of
such rights, as the case may be.
3. USE OF THE SERVICE
System Requirements
The Customer is responsible for ensuring
that Customer's computer, smartphone, and system meet the minimum system
requirements to run the Service. Suppose the Customer's system does not meet
these requirements. In that case, Royal Clark is not responsible for any
connection difficulties or Service delays, deficiencies, interruptions, or
related damages the Customer may have.
Installation
The Customer is responsible for
downloading and installing the Software and the Service. The customer
acknowledges that all installation and downloads of the Software are at your
own risk. Royal Clark is not responsible for and will not be liable for any
hardware, system or third-party software damages or malfunctions arising from
installing, downloading, or using the Services.
Third-Party Software and Downloads
Royal Clark is not responsible for
third-party software downloads or hardware installed by the Customer, which may
alter the Service connection, the Customer's computer configuration or which
may prevent or alter internet connection, speed, or service or have any other
impact on the Service.
Royal Clark is not responsible for any
spyware, malware or virus the Customer contracts on their computer from using
the internet.
Royal Clark assumes no responsibility for
any internet, email, or other connection software the Customer may run on its
computer. Royal Clark assumes no responsibility for any damages resulting from
using such software.
Number Transfer or "Porting to Royal
Clark"
If the Customer wishes to transfer or port
a current telephone number to Royal Clark, you must complete a Letter of
Authorization (the "LOA") and submit it to Royal Clark. The LOA will
permit Royal Clark to contact your current carrier and request the port of the
number to the Royal Clark network. The customer is responsible for cancelling
the service agreement with the current carrier once informed by Royal Clark
that the port is complete. Royal Clark will not be liable for lost numbers,
charges incurred to reclaim the telephone number or any other porting fees,
should the customer cancel their service before the port is complete.
Number Transfer Away from Royal Clark or
"Porting Out"
If Customer intends to change to another
service provider, Customer may request to take or "port out" the
telephone number supplied by Royal Clark to such other service provider. If the
Customer asks a new service provider to port a number from Royal Clark and
Royal Clark receives such a request (with 30 days' notice), Royal Clark will
terminate the Service for such number shortly after the successful completion
of the port. The customer will remain responsible for any charges and fees
associated with that number until the Service is terminated. If Customer's
Service has been suspended due to non-payment, Royal Clark reserves the right
to deny the port-out request. Suppose a port is unsuccessful for any reason. In
that case, the Service and this Agreement will not terminate, and Customer will
continue to be responsible for any charges and fees associated with the Service
and Customer's account.
The Customer must adhere to the Royal
Clark Acceptable Use Policy which can be found at site.
4. EQUIPMENT
The Customer may purchase or rent
equipment from Royal Clark in connection with the Services
("Equipment").
The Customer shall cause the Equipment to
be operated in compliance with the manufacturer's general operating
specifications, standards, and all applicable laws.
The Customer will not sell, lease, or
otherwise dispose of the Equipment (or any part thereof) and will keep the
Equipment free of all encumbrances. In the case of Equipment purchase, the
Customer may sell, lease, or otherwise dispose of the Equipment after all
amounts owing have been satisfied.
The Customer will always use the Equipment
only as it is designed and as a prudent and careful owner would.
The Customer will bear the risk of loss,
destruction, or confiscation of the Equipment from the time the Equipment is
delivered to the Customer. The Customer is responsible for insuring the
Equipment as of the date of such delivery.
5. SUPPORT
Royal Clark offers varying types of
support for the Service. The Customer should review the "FAQ" and
"Forum" sections of the Royal Clark site to address Service-related
questions. Further, the Customer may contact Royal Clark directly with
Service-related questions at the email or telephone number indicated in the
"Contact Us" section.
With respect to Equipment, Royal Clarks
will offer technical assistance and support for degradation or malfunction due
to normal wear and tear to the hardware or equipment rented or purchased from
Royal Clark unless otherwise specified.
Royal Clark will not support third-party
services, hardware, software, PC repair services, enhancements, upgrades, or
modifications that are not purchased, rented, or licensed from Royal Clark.
Royal Clark will not, in any event, be
held responsible for correcting or fixing any problems or errors relating to or
caused by the installation, configuration or modification of the Customer's
equipment or system or any components thereof or to incur any costs related
thereto.
6. ACCOUNT INFORMATION AND PAYMENT
To subscribe to the Services and download
the Software, the Customer shall provide the required information at the
application section of this Site and create an account ("Customer
Account").
One (1) Customer Account is permitted per
person.
The Customer will pay any fees and charges
for the Service, Equipment, or other services or products purchased under this
Royal Clark Service Schedule, including shipping and handling charges, with a
credit card (Visa, MasterCard).
The Customer will be responsible for all
applicable taxes.
For purchases requiring immediate payment,
the Customer's credit card will be charged, and the Customer will be provided
with an electronic receipt of payment.
All Services or purchases with recurring
monthly charges require pre-authorized payment via credit card or EFT. A
Customer who provides payment by credit card agrees to allow Royal Clark to
bill their card on each successive billing date. The Customer shall notify
Royal Clark of any changes in credit card number and expiration date. If the
card is not honoured for any reason and alternative billing has not been
established, the Account and the Service may be suspended until the payment is
received.
Currently, there is no charge for the
Royal Clark Mobile App Service or the Royal Clark Softphone Services (not
including Equipment, long distance or other ancillary services such as 411
calling and secondary telephone numbers). Royal Clark reserves the right to
change the Services and any fees for the Services at any time. In the event
that fees are to be charged on the Royal Clark Services in the future, Royal
Clark will notify the Customer by providing thirty (30) days written notice to
the email address submitted at registration (or the current email address, if
updated in Customer Account). They will confirm credit card details for the
purposes of payment. Currently, the Customer must provide all requested financial
information and update any Customer information to continue using the Services.
Failure to provide such data may result in suspension or termination of the
Service(s).
Royal Clark reserves the right to check
the credit history of the Customer. The customer consents to such credit checks
and shall provide all necessary information to complete such credit checks.
7. SERVICE TERMS & CANCELLATION
Service Terms for Royal Clark Services.
The term of the Service will begin on the
date the Software is downloaded by the Customer ("Activation Date")
and will end when the Service is cancelled by the Customer or by Royal Clark
Service Cancellation
The Customer may cancel the Service at any
time by providing thirty (30) days written notice to Royal Clark.
If the Customer cancels the Service within
ninety (90) days from the Activation Date, Royal Clark may charge the Customer
an administrative fee of $100.
Royal Clark has the right to cancel the
Service immediately due to Customer's breach of this Agreement or this Schedule
or any abuse or action inconsistent with the Royal Clark Acceptable Use Policy.
Upon termination, all rental equipment
must be returned within fifteen (15) days from the termination date, failing
which the Customer will be charged the full purchase price. Returned equipment
must include all original cables and power adapters and must not have any
physical damage.
8. PRIVACY
Royal Clark respects the Customer's
privacy and will protect the Customer's privacy and personal information in
accordance with the Royal Clark Privacy Policy.
To provide a positive customer experience
and deliver, bill for, and collect payment for products and services;
To understand customer requirements and
preferences and make information available regarding products and services
offered by Royal Clark and its branding partners, agents and contractors;
9. ORDER OF PREFERENCE
This Royal Clark Schedule forms part of
the Royal Clark Master Services Agreement. In the event of a conflict between
this Schedule and the Royal Clark Master Services Agreement, the terms and
conditions of this Schedule shall prevail to the extent of the conflict.
Intellectual Property Notices
Copyright © 2023 Royal Clark Corp. All
rights reserved.
This Site, the Service and all information
and content, images, icons, software, design, applications and other elements
available on or through the Site and provided in connection with the Service
are the property of Royal Clark Corp. and its affiliates. They are protected by
Canadian and international copyright, trademark, and other laws. The Customer's
use of the Site and the Service does not transfer to the Customer any ownership
or other rights in the Site or its content or the Service.
"Royal Clark," together with all
associated graphics, logos, and slogans, is a trademark of Royal Clark Corp.
and may not be used or reproduced without Royal Clark Corp.'s express prior
written permission.
Other product and company names and logos
appearing on the Site may be registered or unregistered tradenames, trademarks
and service marks of their respective owners. Any use of the trade names,
trademarks, service marks and logos (collectively "Marks") displayed
on the Site is strictly prohibited. Nothing appearing on the Site or elsewhere
shall be construed as granting, by implication, estoppel, or otherwise, any
licence or right to use any Marks displayed on the Site.
ROYAL CLARK MASTER SERVICES AGREEMENT
This Master Services Agreement is entered
into between Royal Clark Corp., a company incorporated under the Federal laws
of Canada and having its principal office at 202-1600 Laperriere Avenue,
Ottawa, ON K1Z 8P5, ("Royal Clark”), and the customer as defined in a
Schedule forming part of this Agreement (which may be referred to as "You”
or "Customer”).
1. Services
1.1
The Customer agrees to subscribe to the
services ("Services”) offered by Royal Clark and its affiliates and
subsidiaries as set out in any Service Schedules executed or accepted online
from time to time by the Customer in accordance with the terms and conditions
set out and referenced in this Master Services Agreement (the "Agreement”)
and the applicable Schedule(s).
2. Royal Clark Facilities
2.1
Royal Clark is the owner of all rights,
titles and interests in all facilities, networks, equipment and software
provided by Royal Clark (the "Royal Clark Facilities”) or has obtained the
right to make the Royal Clark Facilities available for use by the Customer from
a third party and the Customer shall have no rights therein.
2.2
It is the Customer's responsibility to
provide, prepare and maintain the Customer's locations, facilities, and
equipment for the installation of Royal Clark Facilities and for Royal Clark to
provide the Services to the Customer. Such provision, preparation and
maintenance shall comply with Royal Clark' specifications and be at the
Customer's expense.
2.3
In the event that the Customer fails to
provide, prepare or maintain the locations, facilities, equipment or network
for the installation of Royal Clark Facilities or any Royal Clark Services, or
fails to do so in a timely manner as Royal Clark may deem necessary in the
circumstances, Royal Clark shall not be liable for any resulting delay in
commencing the Services or any service interruption and related damages. The
Customer shall be liable for any additional costs incurred by Royal Clark to
install or restore the Services.
2.4
The Customer shall not, without Royal
Clark' written consent and then subject to such conditions as Royal Clark may
require, make any alternation, addition, or repair to Royal Clark Facilities or
permit access to Royal Clark Facilities by any person not approved by Royal
Clark.
2.5
The Customer shall be responsible for the
security of any loss or damage to Royal Clark Facilities located on the
Customer's premises.
2.6
If, in connection with a particular
Service or under a specific Schedule, the Customer purchases any Royal Clark
Facilities from Royal Clark, the terms and conditions related thereto shall be
specified in the Schedule. However, all Royal Clark Facilities remain the
property of Royal Clark until Customer has paid for such Royal Clark Facilities
in full.
3. Billing and Payment
3.1
Unless otherwise stated in this Agreement
(including the applicable Schedule), Royal Clark will invoice the Customer by
email for Services rendered in advance on a monthly basis for the Services to
be provided in the said month. Recurring charges will be pro-rated for any
month the Services are provided for only part of that month. Invoiced amounts
are due thirty (30) business days from the invoice date.
3.2
Any under-billed charge shall be payable
when correctly billed, provided that Royal Clark provides a revised invoice to
the Customer within one (1) year of the date when the Service was rendered.
3.3
Royal Clark' invoice will include, and the
Customer is responsible for, in addition to the Charges, any applicable taxes,
any other charges imposed by law, interest on prior overdue invoices and
charges for returned cheques.
3.4
Interest will accrue on any amount not
paid for thirty (60) business days after the date of invoice as and from the
invoice date at the rate of 2.5% per month or the maximum legal rate if less.
3.5
Third-party charges incurred by Royal
Clark in connection with the Services are subject to change, and Royal Clark
reserves the right to pass on such charges to the Customer.
3.6
If Royal Clark, at the request of the
Customer, incurs unusual expense in the provision of a Service to the Customer,
for example, and without limitation, for special construction, the Customer
shall be liable for such expenses.
3.7
Royal Clark shall bear the expense of
maintenance and repairs required due to normal wear and tear to Royal Clark
Facilities. Royal Clark may charge for additional expenses incurred when the
Customer requires maintenance and repair work to be performed on the Customer's
facilities or any equipment or facilities leased to the Customer at Royal Clark'
standard prevailing rates.
3.8
If the Customer has any disputes
concerning any Royal Clark invoice, it shall make full payment of the
undisputed portion of the invoice and shall give written notice to Royal Clark
within thirty (30) business days of the invoice date, together with any
supporting documentation substantiating the disputed amount. After that time,
the Customer will be deemed to have agreed to the contents of the invoice and will
have no right to challenge any element of the invoice. Royal Clark will
endeavour to resolve a dispute within thirty (30) business days after Royal
Clark receives written notice of the dispute from the Customer. Any dispute
resolved in favour of the Customer shall be credited to the Customer's account
on the next invoice following the resolution of the dispute. Any disputed
amounts determined to be payable to Royal Clark will be due within five (5)
business days of the resolution of the dispute. The Customer must pay any
undisputed portion of an invoice and subsequent invoices in accordance with
this Agreement.
3.9
The Customer shall be liable to Royal
Clark for all costs and expenses incurred, including legal fees, in collecting
or attempting any unpaid Charges.
4. Resale and Restrictions on Use
4.1
The Customer shall not resell the Services
or otherwise make the Services available to third parties for value.
4.2
The Customer shall ensure that anyone
allowed by Customer to use the Service (collectively, the "End Users”)
comply with the terms of this Agreement, the applicable Schedules and Royal
Clark Acceptable Use Policy. The Customer shall be responsible for the End
Users' use of the Services and the content of End User information passing
through the Services to the same extent as the Customer would be liable
hereunder.
4.3
a) in any manner which interferes with the
Royal Clark Facilities or accesses thereto by other persons;
b) contrary to reasonable instructions
communicated to the Customer by Royal Clark;
c) for any purpose or in any manner, directly
or indirectly, in violation of applicable laws or in violation of any
third-party rights; or
d) in a manner to avoid the payment of
Charges.
4.4
Notwithstanding anything to the contrary
herein, if in Royal Clark' sole judgment, the Customer or the End Users violate
this Article, and such violation or failure to comply poses an immediate threat
of harm to or destruction of Royal Clark Facilities or Services, violates
existing law or regulation, or puts Royal Clark Facilities or Services at risk
with its providers of network services or other customers, Royal Clark shall
have the right to immediately take any all steps reasonably necessary to remove
a such threat, including but not limited to suspension or termination of the
Services immediately and without notice.
4.5
The Customer shall indemnify and hold
harmless Royal Clark for illegal activities caused by the Customer and End
Users using Royal Clark Facilities and the Services. Royal Clark shall not: (i)
have any obligation or liability to the Customer or any third party for any
unlawful or improper use of the Services by Customer or an End User; nor (ii)
have any duty or obligation to exercise control over the use or the content of
information passing through the Services.
5. Inspection and Maintenance
5.1
Royal Clark may, occasionally and without
notice to the Customer, upgrade, maintain, or migrate the Services or the Royal
Clark Facilities.
5.2
In the event Royal Clark determines that
it is necessary to interrupt the Services or that there is a potential for
Services to be interrupted for the performance of system maintenance, Royal
Clark will use reasonable commercial efforts to notify the Customer prior to
such interruption. Royal Clark will use reasonable commercial efforts to
schedule system maintenance during non-peak hours (midnight to 6 a.m. local
time). In no event shall interruption for system or emergency maintenance
constitute a failure of performance by Royal Clark.
6. Customer responsibility
6.1
a) Maintaining the security and privacy of
the Customer's property and Customer's transmissions using the Services or the Royal
Clark Facilities; and
b) Protecting against any breaches of
security or privacy or other risks involved in installing, using, maintaining
or changing the Services or the Royal Clark Facilities
7. Term and Termination
7.1
a) if the Customer fails to pay any
undisputed amount when due and has not remedied such breach for a period of ten
(10) business days following written notice from Royal Clark; or
b) if the Customer breaches a material
obligation of this Agreement and a Schedule and has not remedied such breach
within thirty (30) business days of receipt of written notice from Royal Clark;
c) immediately where any law, court order,
or other authority prohibits Royal Clark from furnishing such Services.
7.2
a) if the other party breaches a material
obligation of this Agreement and has not remedied such breach within thirty
(30) business days of receipt of written notice from the non-defaulting party;
b) immediately if the other party commits
an act of bankruptcy or insolvency, is placed into liquidation or receivership,
passes a resolution for its winding up (otherwise than for the purpose of
amalgamation or reconstruction) or makes any assignment or arrangement for the
benefit of its creditors; or
c) upon thirty (30) business days prior
written notice to other without cause during any Renewal Term.
7.3
a) all amounts owing by the Customer shall
immediately become due and payable;
b) the Customer shall immediately cease
using the Services;
c) the Customer shall return to Royal
Clark, at the Customer's expense, and make no further use of any Royal Clark
Facilities at the Customer's premises or in the Customer's control, or any
copies of any documentation or material or confidential information relating to
the Services in the Customer's possession or control.
7.4
Termination of a Schedule and this
Agreement through any means for any reason shall not relieve either party of
any obligation accrued prior to such termination.
7.5
a) the greater of 50% of (i) the average
monthly charges for the terminated Service(s) (as determined over the previous
three months) multiplied by the number of months remaining in the Service Term
from the effective date of termination or (ii) if applicable, the minimum
monthly commitment for the terminated Service(s) for the balance of the Service
Term (prorated, in the case of a yearly minimum monthly commitment) calculated
from the effective date of termination;
b) any cost which Royal Clark is liable to
continue to pay to third parties for the remainder of the applicable Service
Term incurred by Royal Clark with the knowledge and approval of the Customer
for the provision of the terminated Service(s); and
c) a lump sum representing the aggregated
total of any installation, one-time or monthly recurring charges associated
with the terminated Service(s) which have been waived or discounted by Royal
Clark in consideration of the Customer's commitment to the Service Term for
such Service(s).
The Customer acknowledges that the
termination fees described in this Agreement represent liquidated damages, not
a penalty.
8. Ownership
8.1
The Customer does not have property rights
in dial numbers and, in some cases, "IP” numbers or domain names assigned
to them. Royal Clark may change such numbers or domain names assigned to the
Customer provided that Royal Clark is requested to do so by a legal or
regulatory authority, including, without limitation, the Canadian
Radio-television and Telecommunications Commission (CRTC) or a court order, and
provided that Royal Clark promptly notifies the Customer of any such action.
8.2
Any software and accompanying
documentation provided by Royal Clark to the Customer remains the property of Royal
Clark or its licensors. The Customer shall take reasonable steps to protect
such software or documentation from theft, loss, or damage. The Customer must
review and agree to any applicable end-user license agreement (provided
separately or in a Service Schedule) before installing or using the software or
documentation. Unless otherwise provided in the applicable end-user license
agreement, all software licenses will terminate upon termination of this
Agreement.
9. No Warranty
9.1
ROYAL CLARK DOES NOT GUARANTEE ERROR-FREE
OR UNINTERRUPTED OPERATION OF THE SERVICES, NOR SHALL IT BE LIABLE FOR ANY
FAILURE, BREAKDOWN, INTERRUPTION OR DEGRADATION IN A SERVICE OR IN THE NETWORK
OR ANY OTHER NETWORK OR CONNECTION INVOLVED IN THE PROVISION OR USE OF
SERVICES, WHATEVER THE CAUSE OF SUCH FAILURE, BREAKDOWN, DEGRADATION OR
INTERRUPTION AND HOWEVER LONG IT LASTS. NEITHER ROYAL CLARK NOR ANY OF ITS
AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES MAKES ANY WARRANTIES,
REPRESENTATIONS, CONDITIONS OR GUARANTEES OF ANY NATURE WHATSOEVER REGARDING
ANY SERVICE, PRODUCT OR ROYAL CLARK FACILITIES PROVIDED BY ROYAL CLARK TO THE
CUSTOMER, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE
RELATING TO: (I) FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY WITH
RESPECT TO THE SERVICES; (II) NETWORK TRANSMISSION CAPACITY; (III) THE SECURITY
OF ANY TRANSACTION; (IV) THE FAULT TOLERANCE OF THE SERVICES OR THE SUITABILITY
OF SAME FOR HIGH-RISK ACTIVITIES; OR (V) THE RELIABILITY OR COMPATIBILITY OF
THE ROYAL CLARK FACILITIES AND EQUIPMENT OR SOFTWARE OF THIRD PARTIES WHICH MAY
BE UTILIZED BY ROYAL CLARK IN PROVIDING, OR BY THE CUSTOMER IN USING, THE
SERVICES, AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, EXPRESS OR
IMPLIED, ARE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. THE
CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY,
CONDITION OR GUARANTEE MADE BY ROYAL CLARK.
10. Limitation of Liability
10.1
For the purposes of this Article 10 and
Articles 11 and 12, "Royal Clark" shall include Royal Clark, any
affiliated or subsidiary companies of Royal Clark, and the directors, officers,
employees, consultants, contractors, and agents of all of them.
10.2
Except with regard to direct damages to
real or tangible personal property, or for bodily injury or death proximately
caused by Royal Clark' negligence, Royal Clark' entire liability to the
Customer, the End Users or any third party in connection with the Services(s)
and Royal Clark Facilities or the provision or non-provision thereof is limited
to the Customer's proven direct damages, the such amount not to exceed per
claim (or in the aggregate during any three (3) month period) the amount paid
by the Customer for one month of the affected Service(s)) (such amount to be
based on average monthly charges paid by the Customer over the six (6) months
prior to the month in which the damages were incurred or the length of the
Agreement, whichever is less).
10.3
a) defamation or copyright or trademark
infringement or the violation of any third-party rights arising from the use of
the Services or material transmitted or received over Royal Clark' network;
b) infringement of patents arising from
combining or using Customer or End User equipment with the Services or Royal
Clark Facilities;
c) any act or omission of any connecting
carrier, underlying carrier, local exchange telephone company, local access
provider, or acts or omissions of any other providers of connections,
facilities (including equipment), or services other than Royal Clark', which
are used by Royal Clark, the Customer or the End Users under this Agreement;
d) delays with respect to the installation
of Services or the transfer of existing Services;
e) capacity shortages not directly caused
by Royal Clark;
f) any unauthorized use of the Services;
g) Service interruptions, errors, delays
or defects in transmission or failure to transmit caused by power fluctuations
or power failure at the Customer's or the End User's location(s);
h) Service interruptions, errors, delays
or defects in transmission or failure to transmit caused by Royal Clark in the
performance of a system or emergency maintenance under Section 5.2 hereof; or
i) Service interruptions, errors, delays
or defects in transmission or failure to transmit caused by an act of God,
fortuitous event, war, insurrection, riot, strike, walkout, lockout or other
labour unrest affecting Royal Clark or its suppliers, storm, fire, flood,
explosion, lightning, government restraint, delays in producing supplies,
shortages of suitable labour, equipment or materials, power shortages or
interruptions or any other event beyond the reasonable control of Royal Clark.
10.4
UNDER NO CIRCUMSTANCES SHALL ROYAL CLARK
BE LIABLE FOR ANY LOSS, COST, CLAIM, OR DAMAGE (INCLUDING, BUT NOT LIMITED TO,
EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, LOST SAVINGS,
LOST PROFITS, DAMAGES FOR HARM TO BUSINESS, ANTICIPATED REVENUE OR LOST REVENUE
OR THE LOSS OF ANY DATA/INFORMATION) SUFFERED OR INCURRED BY THE CUSTOMER OR
ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO THE END USERS) AND ARISING OUT
OF ANY FAULTS, INTERRUPTIONS OR DELAYS IN THE SERVICES OR OUT OF ANY
INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION CONTAINED IN THE SERVICES
WHETHER OR NOT ROYAL CLARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.5
Royal Clark will not be liable for any
damages arising out of or relating to: facilities, equipment, software,
applications, services or content provided by the Customer, the End Users or
third parties; unauthorized access to or theft, alteration, loss or destruction
of the Customer's, the End User's or third parties applications, content, data,
programs, information, network or systems by any means (including without
limitation viruses); or any act, omission or failure of the Customer.
10.6
In no event shall Royal Clark be liable
for the use of the Services by the Customer, the End Users or any third party
for unlawful or illegal purposes.
10.7
These limitations of liability shall apply
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including without limitation negligence of any kind,
whether active or passive, or any combination thereof, and shall survive failure
of an exclusive remedy.
11. Liability of the Customer
11.1
For the purposes of this Article and
Articles 10 and 12, "Customer" shall include the Customer and any
affiliated or subsidiary companies of the Customer, and the directors,
officers, employees, consultants, contractors and agents of all of them.
11.2
The Customer shall be liable to Royal
Clark for all damages caused to real or tangible personal property or for
bodily injury or death caused by the Customer or an End User.
11.3
UNDER NO CIRCUMSTANCES SHALL THE CUSTOMER
BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL
DAMAGES, INCLUDING DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR
LOST REVENUES, WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF SUCH DAMAGES.
12. Indemnity
12.1
The Customer shall defend, indemnify and
hold harmless Royal Clark from and against all damages, liabilities,
obligations, losses, injuries, claims, demands, penalties, costs and expenses
(including reasonable legal fees and disbursements) arising from any and all
claims by any person, including without limitation any End User, based on: the
content of any transmissions by the Customer or any End User using the
Services; the use of the Service by the Customer or any End User, including
without limitation, in contravention of the restrictions outlined in Article 4;
the Customer's or an End User's facilities or connections provided by the
Customer or an End User; or the breach by the Customer or any End User of any
term, condition or warranty of the Agreement.
13. Confidentiality of information
13.1
Unless the Customer provides express
consent or disclosure is required pursuant to a legal power, all information
kept by Royal Clark regarding the Customer, other than the Customer's name,
address, and listed telephone number, is confidential and may not be disclosed
by Royal Clark to anyone other than
a) the Customer;
b) a person who, in the reasonable
judgment of Royal Clark, is seeking the information as an agent of the
Customer;
c) another telephone company, provided the
information is required for the efficient and cost-effective provision of
telecommunication service and disclosure is made on a confidential basis with
the information to be used only for that purpose;
d) a company involved in supplying the
Customer with telephone or telephone directory related services, provided the
information is required for that purpose and disclosure is made on a
confidential basis with the information to be used only for that purpose;
e) an agent retained by Royal Clark to evaluate
Customer's creditworthiness, to assist in the collection of the Customer's
account, or to perform other administrative functions, provided the information
is required for and is to be used only for that purpose;
f) a law enforcement agency whenever Royal
Clark has reasonable grounds to believe that the Customer has supplied false or
misleading information or is otherwise involved in unlawful activities;
g) a public authority or agent of a public
authority, for emergency public alerting purposes, if a public authority has
determined that there is an imminent or unfolding danger that threatens the
life, health or security of an individual and that the danger could be avoided
or minimized by disclosure of information; or
h) an affiliate of Royal Clark involved in
supplying the Customer with telecommunications and broadcasting services
provided the information is required for that purpose and disclosure is
confidential with the information to be used only for that purpose.
13.2
For further information about how a
Customer's personal information is treated, please see the Royal Clark Privacy
Policy.
14. Dispute Resolution
14.1
Prior to initiating an arbitration, the
parties shall first use good faith efforts to resolve any dispute informally
and confidentially. If a dispute cannot be resolved or settled informally, it
shall be settled and determined by arbitration pursuant to the laws of Ontario.
At any time, either party may give the other written notice of its desire to
submit the dispute to arbitration, stating with reasonable particularity the
subject matter of the dispute. Within five (5) business days after receipt of
such notice, the parties shall appoint a single arbitrator to arbitrate the
dispute. Suppose the parties are unable to agree upon an arbitrator. In that
case, the parties shall apply to a court of competent jurisdiction to appoint
an arbitrator and agree to be bound by such appointment. The costs of the
arbitration shall be paid as determined by the arbitrator. The award of the
arbitrator shall be final and binding upon the parties.
15. General
15.1
Royal Clark will not be liable to the
Customer by reason of any failure in performance under this Agreement (other
than a failure to pay money) if such failure arises out of causes beyond the
reasonable control of Royal Clark, provided Royal Clark makes reasonable
efforts to limit or remedy such effect. Such causes may include but are not
limited to acts of God, acts of the public enemy, acts of civil or military
authority, fires, strikes, unavailability of energy sources, delay in
transportation, riots or war.
15.2
Royal Clark Corp.
Email: compliance@Royal Clark.com
The Customer: as set out in the applicable
Schedule
or to such other person or address as
notified in writing by a party from time to time.
(a) if delivered personally or by
overnight and express courier, on delivery;
(b) if sent by prepaid registered post,
five (5) business days after the date of posting unless actually received
earlier;
(c) by facsimile or electronic
communication the day following transmission.
15.3
Governing Law. This Agreement shall be
governed by the laws of Ontario and the laws of Canada applicable therein,
without reference to its principles of conflict of laws, and the parties shall
attorn to the jurisdiction of the Courts of Ontario for all matters arising
under this Agreement.
15.4
Entire Agreement. This Agreement, together
with all schedules attached hereto from time to time, contains the entire
contractual arrangements between the parties with respect to the subject matter
of this Agreement and supersedes all other communications, negotiations,
correspondence, arrangements, understandings, or representations, oral or
written, between the parties relating to same.
15.5
Severability. Any provision of this
Agreement that is unenforceable at law will be ineffective to the extent of
such unenforceability without invalidating the remaining provisions of this
Agreement. It is the intention of the parties that any provision found to be
illegal or unenforceable should not be terminated but should be amended to the
extent necessary to render it valid and enforceable.
15.6
Relationship of Parties. The relationship
between Royal Clark and the Customer is that of independent contractors.
Neither this Agreement nor the provision of Services by Royal Clark creates,
nor shall be deemed to create, an agency, partnership, joint understanding or
joint venture between Royal Clark and the Customer. The Customer does not have,
and will not hold itself out as having, any authority to act for or create any
obligation of, or make any representation on behalf of or in the name of Royal
Clark. No agents or employees of the Customer shall be deemed to be agents or
employees of Royal Clark.
15.7
Waiver. No failure by Royal Clark to
exercise any right under this Agreement or to insist upon full compliance by
the Customer with its obligations under this Agreement will constitute a waiver
of any provision of this Agreement.
15.8
Assignment. Neither party may assign this
Agreement without the prior written consent of the other, except that Royal
Clark may, without the Customer's consent, assign: (i) its right to receive
payment hereunder; (ii) this Agreement to an affiliate; or (iii) this Agreement
in connection with the sale of all or substantially all of its assets. This
Agreement will be binding upon and will ensure to the benefit of the parties
and their respective successors and permitted assigns.
15.9
Order of Preference. In the event of a
conflict between this Agreement and any other Schedule attached hereto by
reference, the terms and conditions of the applicable Schedule will prevail to
the extent of the conflict.
15.10
This Agreement has been drawn up in the
English language at the express request of the parties.
16. Modifications
The terms of this Agreement, including
fees, charges, features, content or any other aspects of a Service, may change
at any time and without prior notice. The Customer is responsible for
frequently reviewing this Agreement posted on Royal Clark' website to obtain
timely notice of any such changes.
17. Contacts and Questions?
If you have any questions about this
Agreement, please e-mail Royal Clark at compliance@Royal Clark.com.
For the purposes of this Privacy Policy,
"Royal Clark" means Royal Clark Corp. and its affiliates and
subsidiaries.
Purpose
Royal Clark recognizes that its customers
value the privacy of their personal information. This Policy is intended to
provide information to our customers when making decisions to provide personal
information to us.
Personal Information and Our Commitment
Personal information is information about
an identifiable individual that may include your name, email address, mailing
address, phone number, financial information and birthday. Royal Clark fully
supports and follows the federal government's Personal Information Protection
and Electronic Documents Act and any similar provincial legislation that
governs commercial organizations dealing with personal information. Royal Clark
is pleased to provide information about its practices in respect of personal
information consistent with the Ten Principles of Privacy Protection upon which
the federal legislation is based.
Principle 1 – Accountability
Royal Clark will be responsible for
personal information under its control, including personal information that has
been transferred to a third party for processing.
Principle 2 – Identifying Purposes
to provide service(s) and/or products to
customers;
to provide a positive customer experience,
to communicate with customers and manage customer accounts (which will include,
but not be limited to: billing, collection, advertising, promotion, and account
verification and which may be facilitated through a Royal Clark affiliated
company);
to evaluate customers' financial status
and eligibility for credit;
to identify customer needs and
preferences;
to meet legal and regulatory requirements;
to administer and manage its business
operations; and
as otherwise required or permitted by law.
Royal Clark will identify the purposes for
which personal information is collected at the time the information is
collected. Some Royal Clark products may be co-branded and offered together
with or via a partner company. If you register for or use such products, you
consent to both Royal Clark and the partner company's collection, use and
disclosure of personal information collected in connection with the co-branded
product.
Principle 3 – Consent
Royal Clark will obtain your consent for
the collection, use or disclosure of your personal information, except in
certain circumstances, as permitted by the law. The form of consent may vary
and may include, but is not limited to, oral consent when collected over the
telephone or online consent via check-off boxes at the time of registration or
when an individual uses a product or service. To make the consent meaningful,
the purposes will be stated in such a manner that the individual can reasonably
understand how the information will be used or disclosed.
In certain circumstances, personal
information may be collected, used, or disclosed without the consent of the
individual. For example, where the collection of personal information is
clearly in the interests of the individual and consent cannot be obtained in a
timely way; where personal information is used in the case of an emergency that
threatens the life, health or security of an individual; where the collection
of personal information with that person's knowledge or consent might
compromise the availability or accuracy of the information, and the collection
relates to the investigation of a breach of an agreement or contravention of
law; and where personal information is disclosed for debt collection purposes
or to comply with a subpoena, warrant or court order.
You may withdraw your consent at any time,
subject to legal or contractual restrictions and reasonable notice. Please
contact helpdesk@Royal Clark.com for information on how you may
withdraw your consent.
Principle 4 – Limiting
Royal Clark will limit the collection of
your personal information to that which is necessary for the purposes
identified by Royal Clark at the time we ask you for your information and as
identified in this Privacy Policy. Royal Clark will collect personal
information by fair and lawful means.
The Site uses a feature of the Internet
web browsers called a cookie, which is a file that is sent to your browser from
the Site's computers and stored on your computer's hard drive. A cookie assigns
a unique identification code to your computer in order to collect anonymous
information. On this Site, cookies are used to help us track visitors, conduct
research and improve our content and services.
Royal Clark cookies do not collect
personal information. Royal Clark only collects personal information if you
knowingly and willingly provide such information.
You may set your Internet web browser to
notify you when you receive a cookie or to prevent cookies from being sent. If
you prevent a cookie from being sent, you may limit the functionality of the
Site.
Principle 5 – Limiting Use, Disclosure and
Retention
Royal Clark will not use or disclose your
personal information for purposes other than which it was collected, except in
cases such as those that fall under the circumstances described above where
consent may be inappropriate. Personal information will be retained only as
long as necessary for the fulfillment of those purposes or as otherwise
required or permitted by law.
Principle 6- Accuracy
Royal Clark will take steps to help ensure
that your personal information will remain as accurate, complete and up-to-date
as is reasonably necessary for the intended purposes.
The extent to which personal information
will be updated will depend upon the use of the information, considering the
interests of the individual. Information will be sufficiently accurate,
complete, and up to date to minimize the possibility that inappropriate
information may be used to make a decision about the individual.
Principle 7 – Safeguards
Royal Clark shall protect your personal
information with security safeguards reasonably appropriate to the sensitivity
of the information in order to protect against loss or theft, unauthorized
access, disclosure, copying, use or modification. These safeguards are physical
(for example, locked filing cabinets and restricted access to offices);
organizational (for example, security clearances and limiting access on a
"need to know" basis); and technological (for example, passwords).
Royal Clark makes its employees aware of
the importance of maintaining the confidentiality of personal information. Royal
Clark employees are governed by non-disclosure obligations. These obligations
prohibit the disclosure or use of any confidential or personal information
except in accordance with this Privacy Policy.
Principle 8- Openness
Through this publicly available document, Royal
Clark has made readily available specific information about its privacy
policies and practices and about the type of personal information Royal Clark
collects. Please feel free to download or print this Policy.
Principle 9- Individual Access
Upon written request, Royal Clark will
inform you of your personal information's existence, use and disclosure and
provide access to that information. You will be able to challenge the accuracy
and completeness of the information and have it amended as appropriate. For
your protection, federal and provincial legislation requires that any request
for access or request to amend personal information be made in writing.
In certain circumstances, Royal Clark may
not be able to provide you access to your personal information. Where
permitted, the reasons for denying access will be provided to you. Exceptions
to the grant of an access request may include: information that contains
references to other individuals or contains confidential information, where
such information cannot be severed from the record; information protected by
solicitor-client privilege; information properly collected without the
knowledge or consent of the individual for purposes related to investigating a
breach of an agreement or a contravention of law; information generated in the
course of a formal dispute resolution process; and as required or permitted by
law.
Principle 10- Challenging Compliance
Please get in touch with Royal Clark
at compliance@Royal Clark.com for information on how you may address
concerns, questions or a complaint about our compliance with the above
principles. The person or persons accountable for compliance with this Privacy
Policy may seek external advice where appropriate before providing a final
response to individual complaints. Royal Clark shall investigate all
complaints.
Effective Date
This Privacy Policy may be modified from
time to time without notice. This policy was last updated on March 20, 2023.
When using Royal Clark' Internet access
services, PBX systems, Royal Clark services, hosting services, internetworking
services, or any other message or communication services that may be available
to the Customer on or through Royal Clark' Internet systems (collectively, the
" Services"), the Customer is prohibited from engaging in certain
activities which include, but are not limited to, those described in this
Acceptable Use Policy.
For the purposes of this Acceptable Use
Policy, "Royal Clark" means Royal Clark Corp. and its affiliates and
subsidiaries. A "Customer" is an individual or organization with a
service agreement or contract with Royal Clark for the use of the Services or
otherwise uses the Services.
1. Consequences of Breach of this
Acceptable Use Policy
If the Customer engages in any of the
prohibited activities described below, it may, at the sole discretion of Royal
Clark and without notice to the Customer, result in the immediate (1)
restriction, suspension or termination of the Customer's use of the Services
without compensation to the Customer, (2) blocking or filtering of the
Customer's content, data or materials, (3) application of complaint processing
fees, disconnection fees and additional service charges to the Customer's
account, (4) deletion of the Customer's content, data or materials from Royal
Clark' servers, or (5) involvement of law enforcement agencies. Such activities
may also result in civil or criminal liability. The foregoing applies notwithstanding
any language or term to the contrary contained in any agreement that the
Customer may have with Royal Clark.
The Customer is responsible for using the
Services by any third party who directly or indirectly utilizes the Services
provided by Royal Clark to the Customer, whether or not such use has been
authorized by the Customer.
2. Disclaimer and Assumption of Risk
Notwithstanding this Acceptable Use
Policy, the Customer uses the Services at its own risk. These risks include,
among other things, credit card theft, identity theft, fraud, solicitation,
stalking, invasion of privacy, unwanted receipt of offensive or obscene
material, trespass to chattels or denial of service attacks. Royal Clark
expressly disclaims any obligation to monitor its Customers and other users
with respect to violations of this Acceptable Use Policy. Royal Clark accepts
no responsibility, whether in contract, tort or otherwise, for any damage
sustained by the Customer or any users using the Services.
3. Cooperation with Other Providers and
Law Enforcement Authorities
Royal Clark may cooperate with other
online service providers to discourage and resist abuses of acceptable use
policies. Royal Clark reserves the right to report illegal activities to
governmental authorities and to assist them in any prosecution.
4. Criminal Offences
Communicating hatred
Pyramid selling
Unauthorized use of a computer
Mischief in relation to data
Fraud
Defamatory libel
Obscenity
Child pornography
Harassment/stalking
Uttering threats
5. Civil Offences and Violations of the
Rights of Others
Copyright infringement
Trade-mark infringement
Patent infringement
Misappropriation of trade secrets
Defamation
6. Other Prohibited Activities
Scanning or probing another computer system.
Obstructing or bypassing computer
identification or security procedures.
Engaging in unauthorized computer or
network trespass.
Maintaining a relay service open to the
general public.
Engaging in denial-of-service attacks.
Posting, uploading, reproducing,
distributing or otherwise transmitting any data, information or software that
constitutes a virus, Trojan horse, worm or other harmful or disruptive
components.
Exporting equipment, software, or data
outside Canada or the U.S. can contravene applicable export control
legislation.
Falsifying address information, modifying
message headers to conceal the Customer's identity or impersonating others for
the purpose of circumventing this Acceptable Use Policy.
Posting, uploading, reproducing,
distributing, otherwise transmitting, or collecting responses from unauthorized
or unsolicited duplicative e-mail messages, junk or bulk e-mail messages, chain
letters, newsgroup postings or other "spam."
Engaging in any conduct that directly or
indirectly encourages, facilitates, promotes, relies upon or permits the
foregoing prohibited activities, including, without limitation, failing to
implement reasonable technical or administrative measures to prevent spam,
viruses and worms.
7. Indemnification
The Customer will indemnify and hold
harmless Royal Clark from all demands, claims, proceedings, awards, actions,
damages, losses, costs, charges and expenses, including legal fees, incurred by
or made against Royal Clark, which result from or relate to violation by the
Customer of this Acceptable Use Policy. The Customer shall give Royal Clark
prompt notice of any such demand, claim or proceeding that the customer knows
of.
8. Modifications
The terms of this Acceptable Use Policy
may change at any time and without prior notice. The Customer is responsible
for frequently reviewing this Acceptable Use Policy posted on the Royal Clark.com
website to obtain timely notice of such changes.
9. Contacts and Questions?
If you have any questions about this
Acceptable Use Policy or to report any Internet abuses, please e-mail Royal
Clark at helpdesk@Royal Clark.com.
Terms and Conditions
1. Use of Service
The Customer agrees that it will not
resell or transfer the Services to any other person for any purpose.
The Services and any equipment are
provided to the Customer for the Customer's conventional Business use and
should not be used in any other way or for any other purpose.
Royal Clark reserves the right to
immediately, without notice and liability to the Customer, suspend, terminate,
or modify the Service if Royal Clark determines in its sole discretion, that
the Service is being misused, including, without limitation, used for
residential or commercial purposes and usage exceeding conventional Business
use.
The Site and the Service are provided on
an "as is" and "when available" basis and without any
representations.
2. Computer System Requirements
It is the Customer's responsibility to
provide, prepare and maintain the locations and facilities for installing Royal
Clark' facilities necessary for Royal Clark to provide the Services to the
Customer, including ensuring that its computer meets the minimum system
requirements based on its usage and needs. Such provision, preparation and
maintenance shall comply with Royal Clark' specifications and be at the
Customer's expense. Please refer to the following link for additional
information at https://www.Royal Clark.com/products.
Suppose the Customer fails to provide,
prepare or maintain the locations and facilities for installing Royal Clark'
facilities or fails to do so in a timely manner as Royal Clark may deem
necessary in the circumstances. In that case, Royal Clark shall not be liable
for any resulting delay in commencing the Services or any service interruption
and related damages. The Customer shall be liable for any additional costs
incurred by Royal Clark to install or restore the Services.
3. 3rd Party Software and Downloads
Royal Clark is not responsible for
third-party software downloads or hardware installed by the Customer, which
alters the Service connection or the Customer's computer configuration or
prevents Internet connection, speed, or service.
Royal Clark is not responsible for any
spyware, malware, or virus the Customer contracts on its computer from using
the World Wide Web.
4. Equipment
The Customer may purchase or rent
equipment ("Equipment") from Royal Clark in connection with the
Services.
The Equipment shall be located and used
only at the equipment location designated by the parties in writing (the
"Equipment Location"). The Customer shall cause the Equipment to be
operated in compliance with the manufacturer's general operating specifications,
standards, and all applicable laws.
The Customer will not sell, lease or
otherwise dispose of the Equipment (or any part thereof) and will keep the
Equipment free of all encumbrances. In the case of Equipment purchase, the
Customer may sell, lease, or otherwise dispose of the Equipment after all
amounts owing have been satisfied.
The Customer will always use the Equipment
only as it is designed and as a prudent and careful owner would.
The Customer will bear the risk of loss,
destruction, or confiscation of the Equipment from the time the Equipment is
delivered to the Equipment Location. The Customer is responsible for insuring
the Equipment as of the date of such delivery.
Software is licensed on an "as
is" basis. The Customer's right to use any software programs included with
the Equipment shall be subject to the license terms and conditions specified by
the suppliers of such software programs. If required by such suppliers, the
Customers shall sign software license agreements with such suppliers in the
form they require.
Upon the occurrence of any default, Royal
Clark shall have the following remedies: (i) to retain all payments made by the
Customer as liquidated damages; (ii) to enter upon the Equipment Location and
remove all or any part of the Equipment; (iii) to sell, lease or otherwise
dispose of the Equipment for the account of the Customer, the Customer to be
liable for the cost of any repair or deficiency; (iv) at its option, to retain
all or any part of the Equipment in satisfaction of the Customer's
indebtedness; (v) to enjoy and exercise all of the rights and remedies of a
secured party under applicable personal property security legislation. All
remedies are cumulative and enforceable by Royal Clark successively or
concurrently.
5. Technical Support
Royal Clark will offer free technical
assistance and support for degradation or malfunction due to normal wear and
tear to the Service and hardware or equipment rented or purchased from Royal
Clark unless otherwise specified.
Royal Clark will not provide technical
support for third-party services, hardware, PC repair services, enhancements,
upgrades, or modifications.
Royal Clark will not, in any event, be
held responsible for correcting or fixing any problems or errors relating to or
caused by the installation, configuration or modification of the Customer's
equipment or system or any components thereof or to incur any costs related
thereto.
6. Service Term
Services will be provided for the period
set out above.
7. Service Cancellation
Termination and termination charges will
be in accordance with the termination provisions outlined in the Royal Clark
Master Services Agreement.
Upon termination, all rental equipment
must be returned within fifteen (15) days from the termination date, failing
which the Customer will be charged the full purchase price. Returned equipment
must include all original cables and power adapters and must not have any
physical damage.
8. Service Specifications
Royal Clark cannot guarantee the speed of
the Customer's connection because speeds vary on the distance between the
Customer's premise and Royal Clark' Data Center or remote server.
Royal Clark shall use reasonable efforts
to deliver and install the Service by the activation date. However, delays may
occur due to such factors as the Customer's availability or the acts or
omissions of third-party suppliers or providers. Royal Clark does not guarantee
that Services will be delivered and installed by the activation date.
9. Service Interruption Credit
If Services are interrupted for at least
24 hours after notice by the Customer to Royal Clark, an allowance equal to
1/30th of any fixed billing cycle charges for the affected Service shall apply
to each full 24-hour period during which the interruption continues. Credit in
any billing period shall not exceed the total average monthly charges for that
period for the affected Service. No allowance shall apply to any non-recurring
or usage charges. The Customer's sole and exclusive remedy for Service interruption
shall be the credit outlined above.
The Customer must request credit within thirty (30) days of the
validated interruption, failing which the Customer forever waives its right to
any credit for such outage. Royal Clark reserves the right to determine in its
sole and absolute discretion if an interruption is considered valid.
Multiple remedies will never be provided to the Customer for
similar or related troubles on the same line. Customer payables must be current
prior to the Customer receiving any credits.
the failure of any component, network or system provided by the
Customer or a third party;
network maintenance by Royal Clark;
force majeure events;
acts or omissions, negligent or otherwise, of the Customer or a
third party, or any breach of any term or condition by the Customer of the
Master Services Agreement or any schedules or addenda attached thereto.
10. Installation
The Customer demarcation point for Services will be a standard
location where all external wiring feeds terminate and connect with inside wiring
owned by the Customer. Services will be installed up to the Customer
demarcation point.
Royal Clark is not responsible for equipment beyond the
demarcation point, except for Royal Clarks' customer premise equipment (CPE)
device. Royal Clarks is also not responsible for wires beyond the Customer's
demarcation point.
Any additional wiring or termination of circuits past the Customer
demarcation point is the Customer's sole responsibility. If the Customer
requires wiring to be performed by Royal Clark, such wiring may be performed by
Royal Clark at a fee to be determined by Royal Clark.
11. Billing and Fees
All fees collected by Royal Clark are non-refundable.
All monthly Services require pre-authorized payment via credit
card or EFT. Any monthly fees may be paid using a credit card (Visa or
Mastercard), EFT, or cheque.
The Customer is responsible for all taxes now or enacted in the
future for the use of the Services.
If the Customer is paying by credit card and the credit card
expires, the Customer's billing address changes or the card is cancelled and
replaced due to loss or theft, the Customer must advise Royal Clark before the
next invoice is due.
If paying by credit card, the Customer's initial use of the
Service authorizes Royal Clark to charge the credit card account number on file
with Royal Clark for fees and taxes. This authorization will remain valid until
thirty (30) days after the Customer provides Royal Clark with notice of its
intention to terminate its subscription to the Service or until the final
amounts owing on the account can be charged to the customer's card.
If payment is declined in any form, the Services may be suspended
until paid. Royal Clark shall not be liable for any costs, damages, delays,
interruptions, or claims arising from any suspension or termination by Royal
Clark of any Service caused by non-payment by the Customer.
Accounts in default may be subject to a minimum interest charge of
2.5% per month.
A customer's service provider change resulting in extra work for
Royal Clark is subject to a one-time fee of $50.00.
12. Shipping and Handling
Unless expressly stated, shipping is not included with any orders
or returns. The Customer agrees to pay for all shipping and handling of
equipment and any fee or charge for the Service.
13. Intellectual Property Notices
The Site, the Service and all information and content, images,
icons, software, design, applications, and other elements available on or
through the Site and provided in connection with the Service are the property
of Royal Clark Corporation and are protected by Canadian and international copyright,
trademark, and other laws. The Customer's use of the Site and the Service does
not transfer any ownership or other rights in the Site, its content, or the
Service. "Royal Clark," together with all associated graphics, logos,
and slogans, is a trademark of Royal Clark and may not be used or reproduced
without Royal Clarks' express prior written permission. Other product and
company names and logos appearing on the Site may be registered or unregistered
trade names, trademarks, and service marks of their respective owners. Any use
of the trade names, trademarks, service marks, and logos (collectively
"Marks") displayed on the Site is strictly prohibited. Nothing
appearing on the Site or elsewhere shall be construed as granting by implication,
estoppel or otherwise, any license or right to use any Marks displayed on the
Site
Privacy Policy
This Privacy Policy explains how Royal Clark collects, uses, shares and safeguards Personal Data and Non-Personal Data on Royal Clark com, mobile websites, mobile applications, Royal Clark profiles on Royal Clark social media sites and any other digital services and platforms officially operated or used by Royal Clark from time to time . In certain sites operated overseas, the privacy policy displayed on those sites, and not this Privacy Policy, may govern the collection, use and sharing of information.
At Royal Clark, we pride ourselves on maintaining your information in a secure and confidential manner. We take your privacy seriously and want you to understand what information we collect, how we use it, and how we protect it.
I. Changes to the Privacy Policy
As Royal Clark, products and services change from time to time, this Privacy Policy is expected to change as well. We reserve the right to amend the Privacy Policy at any time, for any reason.
II. Types of Data We Collect
Personal Data
We collect only the information we need. What we collect depends on the programs and services you request.
The types of Personal Data we collect include common data (e.g. name, surname, email addresses, the address where we sent products, Internet protocol addresses) and financial information (e.g. debit and credit card numbers processed by a third-party processor when necessary to process purchase transactions).
Non-Personal Data
We collect information (that does not directly identify you as you interact with our sites (“Non-Personal Data”). The types of Non-Personal Data we collect include, but is not limited to:
- Site usage (e.g. browsing history, number of clicks, referring/exit pages, date/time stamp, time on site);
- Products and services viewed, including advertisements for such products and services;
- Operating system and platform type;
- Internet service provider;
- Your private and professional interests.
III. How We Use Your Data
We use your information to understand and meet your needs, and deliver the content and services you request. For example, we may use it to send information of interest to you. We may also collect and track your navigation activities on our website and through our email campaigns, tailor content, advertising and marketing to you.
Non-Personal Data
We use Non-Personal Data to improve the usability of our Sites and for other business reasons. We or other third-party companies also use the Non-Personal Data to provide advertisements and targeted advertisements to you (ads based on the Non-Personal Data). Please note that, when you select an advertising link or other link that takes you to sites not operated by Royal Clark, you may be subject to the privacy policies of these third-party sites.
IV. How We Share Your Data
We share your Personal Data, sometimes combined with Non-Personal Data, in a variety of ways including, but not limited to the below:
- Share data with third parties to fulfill service requests and to perform business functions;
- Share data with third parties as required by law or to protect Royal Clark to protect and defend Royal Clark’s rights;
- Share data with third parties to offer you products and services that may be of interest to you. These third parties may include social media sites such as Facebook, LinkedIn, Twitter and others who may contact you with “targeted ads”.
V. How You Can Manage the Processing of Your Data
Our processing of your data is based upon your consent, contract performance (e.g. your purchase of products), or compliance with law. You have the right to object to our processing of your data or to restrict our processing of your data. In addition, if you have consented to the processing of your Personal Data, you have the right to withdraw your consent at any time by clicking on the “unsubscribe” link included in all the emails sent by Royal Clark.
VI. Canada Anti-Spam Law
Royal Clark complies with the Canada Anti-Spam Law. All users who provide us a Canadian mailing address will not receive Commercial Electronic Messages (CEM) as defined under the Canada Anti-Spam Law. Your personal data and email will not be used or disclosed for other purposes unless permitted by The Freedom of Information and Protection of Privacy Act (FIPPA). By entering your email address you agree to Royal Clark’s Privacy Policy and to receive communications containing news, updates, or commercial information on services offered by Royal Clark. You may unsubscribe at any time by clicking the unsubscribe link in any email.
VII. Protect Personal Data
Royal Clark implements commercially reasonable security measures to help protect against unauthorized access to or unauthorized alteration, disclosure, or destruction of data. We restrict access to Personal Data to certain companies who need the data to operate, develop, or improve our services.
Unfortunately, no data transmission over the Internet or electronic storage is fully secure. Accordingly, and despite our reasonable efforts to protect your Personal Data from unauthorized access, use, or disclosure, Royal Clark cannot guarantee or warrant the security of the Personal Data you transmit to us, or to or from our online sites.
VIII. User ID and Password
Certain areas of the sites may require the use of a user ID, email address, or password as an additional security measure that helps protect your Personal Data. To help you protect your privacy, these sites have tools to help you log in and log out.
IX. Linking to Other Internet Sites
You should be aware that other Internet sites that are linked from the sites or from an email message may contain privacy provisions that differ from the provisions of this Privacy Policy. To ensure your privacy is protected, we recommend that you review the privacy statements of these other linked sites, applications, or other digital platforms.
X. How You Can Access, Change and Delete Your Personal Data
We rely on you to update and correct your Personal Data. If you are a user of our Sites, subscriber to our newsletters, purchaser of Royal Clark products and services you can review, delete, update and correct your information by contacting us using the information on our website.
We retain your Personal Data for the period necessary to fulfill the purposes outlined in this Privacy Policy unless a longer retention period is required or permitted by law.
Please note that you can request, at any time, that we delete your Personal Data. All requests must be directed to the email address mentioned on the site.
When we delete your Personal Data, it will be removed from our active databases or anonymized so that the data is no longer identified with you, but the data may remain in our archives if Royal Clark determines that it is not practical or possible to delete it.
XI. Cookies and Other Web Devices
Our website sends cookies (e.g. pieces of code or text placed on your computer by us or third-parties when you browse our sites) to your web browser (if your browser’s preferences allow it) to collect data when you browse our sites.
Cookie settings can be controlled in your Internet browser to automatically reject some forms of cookies. If you view our website without changing your cookie settings, you are indicating your consent to receive all cookies from our sites.
If you do not allow cookies, some features and functionality of our sites may not operate as expected. In addition to cookies, we place technological tools (and allow certain third parties to place technological tools) such as tags and beacons (e.g. code scripts that are primarily used to track visitors’ activities on our Sites by web analytics software), Internet Protocol (IP) addresses, and other tools, to collect your data for the purposes listed in this Privacy Policy.
XII. Transmission of Data to Other Countries
By submitting your personal data to us and by giving consent, you agree to the transfer, storage and processing of your Personal Data in the United States and Canada.
XIII. Right to Complain to Supervisory Authority
if you believe that the processing of your personal data does not comply with legal requirements. You, as the data subject, have the right to lodge a complaint with supervisory authorities, including those responsible for the Canadian Spam Reporting Centre.
XIV. Breach Notification
In the event we determine the occurrence of a data security incident, we will notify you by email.