StockVantage Inc. ("StockVantage") will allow you and your company (collectively referred to herein as “you”) to access and use the Services on the condition that you accept the terms and conditions set out below (the "Terms of Service").
The Terms of Service are entered into between you and StockVantage. If you are using the Services on behalf of another, you represent that you are authorized to accept the Terms of Service on such user's behalf. Unless explicitly stated otherwise, the Terms of Service will govern use of any and all new features that augment or enhance the current Services, including the release of any new Services.
StockVantage reserves the right to modify or amend the Terms of Service without notice at any time. As such, it is important that the Terms of Service be read on a regular basis so that you are aware of any such changes. You can review the most current Terms of Service at any time as posted on the StockVantage website subsequent to the Client Login page.
1. Licensed Rights
Subject to the Terms of Service, StockVantage hereby grants you a non-exclusive, non-transferable, worldwide right to use the Services solely for your own internal business purposes during the License Term (the "Licensed Rights").
2. User Conduct
In consideration of the availability and your use of the Services, you agree to comply with the Terms of Service and all applicable laws when using the Services. You acknowledge that StockVantage may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, unless otherwise permitted as part of the Licensed Rights, you agree not to:
(a) post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Services or the Internet;
b) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent, threatening, harassing, or unlawful material or information;
c) post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus or other harmful or disruptive component;
d) interfere with the security of, or otherwise abuse, the Services, system resources, accounts, servers or networks connected to or accessible through the Services;
e) use or attempt to use another's account, password, or other information without the prior written authorization of StockVantage, or create or use a false identity for use in connection with the Services;
f) access the Services for the purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purpose; or
g) attempt to obtain unauthorized access to the Services or portions of the Services which are restricted from your access.
Further, the technology and software underlying the Services is the property of StockVantage. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer or otherwise transfer any right to the technology or software underlying the Services.
3. Services Provided
Under the Terms of Service, StockVantage shall provide the following Services:
· Hosting of the StockVantage Solution
· StockVantage Service Modules (including, but not limited to):
o Option Expensing Tools
o Equity Grant Reports
o Compliance Reporting Tools
o Back-Up of User Data
o Ongoing Loading of Stock Price Data for Companies Listed on a Public Exchange
o Historical Loading of Stock Price Data for Companies Listed on a Public Exchange
4. Pricing and Fees
All fees shall be paid in accordance with the payment terms in effect at the time a License is ordered from StockVantage. Each License shall be valid for a period of 12 months from the date your Service is implemented by StockVantage (the "License Term"). You are responsible for paying for all Licenses ordered, whether or not each such License is actively used during the License Term.
Pricing for the Services is based on the number of Licenses ordered (each License representing the information for one optionee, or one restricted stock participant, or one participant in some other stock-based compensation plan, as the case may be) and is in accordance with the most current subscription price list posted on the StockVantage website under the Pricing section..
Fees are due and payable upon completion of your initial implentation and receipt of access accounts for login to StockVantage system, and prior to the commencement of any renewal of the License Term.
A separate implementation fee and training fee shall be charged prior to completing the initial implementation. Pricing for such initial implementation and training shall be as posted on the StockVantage website under the Pricing section.
All License Term renewals shall be automatic, unless you give prior notice to terminate the Service. Each License Term renewal shall be for 12 months commencing on the Licence Term anniversary date.
For each Licence Term renewal, the total fees due for the Licenses shall be re-determined based on your then current number of stock-based compensation plan(s) participants and the then current pricing as posted on the StockVantage website, at the time of renewal.
Notice to terminate the Licenses for an upcoming renewal term must be made sixty (60) days prior to the expiry of the then current License Term. Further, payment for each License under the renewed License Term must be received by StockVantage no later than thirty (30) days prior to the expiry of the then current License Term. Should the foregoing not occur, StockVantage may, in its sole discretion, terminate access to or use of, all or any portion of, the Services at the end of the then current License Term .
You may terminate your License(s) to use the Services at any time. In the event of breach of the Terms of Service, StockVantage may, in its sole discretion, terminate all access to, or use of the Services. StockVantage will, within thirty (30) days of termination, delete (and provide you with a copy of) all Data belonging to you then in its possession. All amounts paid are nonrefundable.
7. Liability Disclaimer
All Services ARE provided on an "as is" AND "AS AVAILABLE" basis. STOCKVANTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. STOCKVANTAGE MAKES NO WARRANTY THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
8. Limitation of Liability
StockVantage and each of its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if StockVantage has been advised of the possibility of such damages), in contract (including fundamental breach), tort (including negligence) or any other cause of action, resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the SERVICES; (iii) unauthorized access to or alteration of your transmissions or data; OR (Iv) any other matter relating to the SERVICES. This limitation of liability applies, without limitation, to (i) any damages or injury caused by any error, omission or other failure of performance by StockVantage, its affiliates and business partners; (ii) any interruption, defect or delay in operation or transmission, including communication line failure; (iii) any computer virus; and (iv) any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records OR DATA.
IN ANY EVENT, StockVantage's total liability for any and all damages whatsoever arising out of or in any way related to the services from any cause, including but not limited to contract liability or StockVantage's negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed THE fees actually received BY STOCKVANTAGE FROM YOU IN THE THEN CURRENT LICENSE TERM.
You agree to indemnify, defend and hold harmless StockVantage and each of its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns from and against any claims, actions or demands, including without limitation, legal and accounting fees arising from your use of the Services, any violation of the Terms of Service by you, or any violation of applicable law or rights properly belonging to another party by you.
10. Ownership of Data
All the data submitted to StockVantage in relation to your company and optionees (the “Data”) is owned by you. Upon written request, StockVantage will remove any Data owned by you from its website. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use of all Data submitted by you for use in connection with the Services and StockVantage shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data.
11. Privacy and Protection of Personal Information
12. Changes to Terms of Service
StockVantage reserves the right to modify, add to, delete from, alter or update the Terms of Service (each an "Online Service Change") without notice at any time. Any Online Service Changes will be posted in a revised Terms of Service. Subsequent to posting any revised Terms of Service, you will be requested to accept the revised Terms of Service. It is your responsibility to ensure that you are aware of any such Online Service Change within the revised Terms of Service by carefully reviewing the revised Terms of Service. Online Service Changes will become effective immediately after they are first accepted by you, and you will be deemed to have accepted any Onlne Service Changes if you continue to use the Services after that time. Any Online Service Changes made in respect of pricing pursuant to Section 4 and the posted subscription prices on the StockVantage website shall take effect upon the expiry of the then current License Term.
The Terms of Service operate to the fullest extent permissible by law. If any provision of the Terms of Service is unlawful or unenforceable, that provision is deemed severable from the Terms of Service and does not affect the validity and enforceability of any remaining provisions.
14. Governing Law
The Terms of Service shall be deemed to have been made and performed exclusively in Alberta and shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein without regard to conflict of laws principles. You agree to submit to the exclusive forum, jurisdiction and venue of the courts of Alberta for any claim related to the Terms and Conditions and you agree not to bring any action, suit or proceeding against StockVantage, its officers, directors, employees, affiliates and other related entities, agents, representatives, successors and assigns in any jurisdiction other than Alberta.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED