KNOTIA MASTER AGREEMENT v2.01

KNOTIA MASTER AGREEMENT v2.01

Access and use of the Knotia web site (“Knotia”) are subject to the terms of this Master Agreement and additional terms (“Additional Terms”) specific to the services purchased through Knotia. This Master Agreement and the Additional Terms governing the provision of the particular services or products Subscriber chooses to purchase are legal documents and set out Subscriber’s rights and obligations. Subscriber is not eligible to receive services through Knotia until Subscriber has accepted this Master Agreement and, for each particular service or product, any applicable Additional Terms. This Master Agreement and the Additional Terms relating to the specific services, and all modifications and amendments, are collectively referred to as this “Agreement.”

  1. Parties. In this Agreement, “Subscriber” refers to the individual, company, or other legal entity that registers to use Knotia, and any officers, directors, partners, personnel, or employees that access or use Knotia through that company or legal entity, whether or not such use is authorized. “EYEP" refers to Ernst & Young Electronic Publishing Services Inc.
  2. Grant of Licence. By accepting this Agreement Subscriber agrees to subscribe to, and EYEP agrees to grant Subscriber, a non-exclusive, non-transferable, limited licence to access Knotia and Services described under this Master Agreement or in the Additional Terms.
  3. Services. This Agreement applies to all services, programs, products, and Content (as described in section 8 below) that Subscriber uses or otherwise accesses from time to time that are provided by EYEP or through Knotia (collectively, the “Services”). Subscriber agrees that Subscriber will use the Services solely for Subscriber’s benefit and internal business purposes. Subscriber may not display, publish, retransmit, or reproduce any Services for sale or distribution to third parties. Subscriber may only reproduce and distribute, for Subscriber’s internal business purposes, extracts of such Content for the purposes of research, client reports, opinions, briefs, and submissions. Use of the Content or the Services, directly or indirectly, in commercial publishing is expressly forbidden.

    In addition to the terms and conditions set out in this Agreement, at all times Subscriber must comply with the Knotia Terms of Use Policy, as set out in this agreement or on Knotia from time to time, and with such other guidelines and policies of Knotia as may be established and posted on Knotia (collectively the “Policies”). EYEP reserves the right to change the Policies at any time through Knotia. Subscriber’s continued access and/or use of Knotia and Services indicates Subscriber’s acceptance of the Policies as modified.
  4. Knotia Terms of Use Policy. The following are the terms of use of Knotia and of any of the Services provided thereon.
    1. Subscriber is solely responsible for usage of Knotia and Services, and any statement Subscriber makes on servers hosted within the Knotia network may be deemed a “publication” of the information entered. Acknowledging the foregoing, Subscriber specifically agrees not to use Knotia or Services in any manner that is illegal or libelous.
    2. Violations of system or network security are prohibited. EYEP will investigate incidents involving such violations and may involve, and will cooperate with, law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
      • Unauthorized access to or use of data, systems, or networks, including any attempt to probe, scan, or test the vulnerability of Knotia’s system or network or to breach security or authentication measures without EYEP’s express authorization.
      • Unauthorized monitoring of data or traffic on Knotia’s network or system without EYEP’s express authorization.
      • Interference with service to any user, host, or network, including, without limitation, mail bombing, flooding, deliberate attempts to overload Knotia’s system, and broadcast attacks.
      • Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting.
      • Forging of TCP-IP packets to attempt to spoof connections to bypass proper authentication mechanisms.
    3. Subscriber will be responsible for all costs incurred by EYEP or its agents to clean up and correct any damage Subscriber has done to the operation of the network and business operations supported by the network.
    4. Subscriber is responsible for protecting his or her user id and password and for any authorized or unauthorized use made of his or her user id and password.
    5. Subscriber is expected to be familiar with and to practice good Internet etiquette (Netiquette). Subscriber will comply with the rules appropriate to any network to which Knotia may provide access. Subscriber should also be familiar with Knotia’s Privacy Policy, as posted on Knotia, and the security measures EYEP undertakes as outlined thereon. Subscriber is not permitted to post any material that is illegal, libelous, tortious, indecently depicts children, or any other material that may result in reprisals from offended third parties that adversely affect the Knotia network. EYEP reserves the right to refuse or terminate service at any time for violation of this section.
    6. Knotia and Services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data, or material in violation of any federal, provincial, or other regulation or law, or by common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute.
    7. EYEP reserves the right to suspend Subscriber’s Knotia and/or Services access if, in the judgment of the Knotia network administrators, Subscriber is the source or target of the violation of any of the other terms of this Agreement or for any other reason which EYEP chooses. If inappropriate activity is detected, Subscriber’s account will be deactivated until an investigation is complete. Prior notification is not assured. In extreme cases, law enforcement will be contacted regarding the activity. If EYEP deactivates Subscriber’s account without cause, Subscriber may be entitled to a refund of any pre-paid fees for Knotia and Services. If Subscriber terminates, or if EYEP terminates for cause, Subscriber is not entitled to any refunds.
    8. EYEP reserves the right to cancel Knotia or all or any one of the Services it provides at any time.
    9. EYEP reserves the right to revise this Agreement at any time.
  5. User Access Codes. All codes, user identification references, and other passwords or security items issued to Subscriber by EYEP from time to time are referred to herein as “Codes.” Subscriber is solely responsible for the use and proper protection of Codes. Subscriber agrees to take all reasonable precautions to protect the security and integrity of Codes, and to prevent their unauthorized use. Subscriber agrees to be responsible for all actions taken that utilize Subscriber’s Codes, unless such actions are taken by EYEP, its contractors, or its agents without Subscriber’s approval. If Subscriber is a company, Subscriber agrees to appoint an administrator who will be responsible for the administration of Codes, including, without limitation, assignment of Codes to authorized users, deletion of Codes where authorized users leave the employ of the Subscriber, maintenance of appropriate records with respect to Codes and authorized users, and providing copies of such records to EYEP upon request. Subscriber agrees that only one Code will be issued per authorized user. If Subscriber becomes aware of any unauthorized access or use of Knotia and/or a Service with Subscriber’s Codes, Subscriber will immediately notify EYEP. The information Subscriber provides to Knotia during registration, as well as information about Subscriber and authorized users, is subject to Knotia’s Privacy Policy. For more information, please refer to Knotia’s Privacy Policy as posted on Knotia.
  6. Scope of Services. The information provided on Knotia is intended to furnish Subscribers with general information on matters that they may find to be of interest. While every effort has been made to offer current and accurate information, errors can occur. Furthermore, Knotia or a Service may contain references to certain laws and regulations. Laws and regulations will change over time and should be interpreted only in light of particular circumstances. In addition, changes may be made to this information from time to time without notice to the user. By registering for Knotia and/or Services Subscriber acknowledges that this information is provided on an “as is” and “as available” basis, with no guarantees of completeness, accuracy, or timeliness, and without warranties of any kind, express or implied. To the fullest extent permissible, pursuant to applicable law, EYEP disclaims all warranties, express or implied, including but not limited to implied warranties of performance, merchantability and fitness for a particular purpose. EYEP does not warrant that Knotia, the Services provided through Knotia, and any information, software, or other material downloaded from Knotia, will be uninterrupted, error-free, or free of viruses or other harmful components.
  7. Third-Party Links and Products. Certain links are provided that may lead to Internet web sites and materials located on servers maintained by third parties, or provide access to products or services provided by third parties over which EYEP has no control. EYEP takes no responsibility for the accuracy, content or any aspect of that material and disclaims any liability to Subscriber for such material, products, or services or for any consequence of Subscriber’s decision to use the links provided or Subscriber’s use of such material, products, or services. EYEP also disclaims all liability and makes no representations or warranties for any products or services sold or provided to Subscriber by any third party. Subscriber’s purchase of goods or services through one of such other web sites or links is subject to agreements and/or the terms and conditions in effect between Subscriber and the providers of such goods and services at those other web sites. Subscriber agrees that Subscriber shall not bring a suit or claim against EYEP or any of its employees or agents arising from or based on Subscriber’s purchase or use of goods or services from a third party or through those other web sites or links.
  8. Proprietary Rights. EYEP has expended substantial time, effort, and funds to create Knotia. Subscriber acknowledges and agrees that Knotia and the information, data, databases, and images contained on or provided through Knotia (individually and collectively, the “Content”) is owned and/or licensed by EYEP and/or its affiliates and related entities or is made available to Subscriber with the permission of the third-party owner (such as Chartered Professional Accountants of Canada). Knotia is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws. Nothing contained in this Agreement conveys to Subscriber any right, title, or interest in or to any Content. Subscriber shall not remove, obscure or modify any copyright or other notice placed on Content. Distribution of Content shall be limited to those within Subscriber’s organization who are aware of the obligations imposed by this Agreement. In no event shall Subscriber display, circulate, publish, retransmit, redistribute, reproduce, or sell all or any part of Content outside of Subscriber’s business organization by any means or medium now or hereafter created. “Knotia” and “Knowledge Powering Business” are trademarks used by EYEP under licence. Subscriber agrees that Subscriber will not display or use such trademarks in any manner without EYEP’s prior written permission.
  9. Termination. This Agreement remains in effect until terminated by Subscriber or EYEP. Subscriber may terminate this Agreement upon fourteen (14) days advance written notice to Ernst & Young Electronic Publishing Services Inc., P.O. Box 251, Toronto-Dominion Centre, Toronto, ON, M5K 1J7. EYEP may terminate this Agreement or any Service, with or without cause, at any time immediately upon written notice to the address Subscriber provides in the registration process. If EYEP terminates without cause, Subscriber may be entitled to a refund of any pre-paid fees for Services. If Subscriber terminates, or if EYEP terminates for cause, Subscriber is not entitled to any refunds. After the termination of this Agreement, Subscriber is not authorized to access or use the Services, and Subscriber shall cease all such access and use. If Subscriber nonetheless accesses or uses the Services in spite of termination of this Agreement, Subscriber’s use of or access to the Services will be subject to the version of this Agreement then in effect. EYEP reserves the right to terminate inactive accounts not used for 365 days or more, without refund to Subscriber.

    Subscriber may purchase particular Services by ordering them directly through Knotia. Unless otherwise provided in the applicable Additional Terms, Subscriber must pay for an ordered Service within thirty (30) days of placement of Subscriber’s order. Failure to pay within that period may result in termination of this Agreement. The Additional Terms, if any, apply to Subscriber if Subscriber purchases or uses the Service to which Additional Terms apply.
  10. Changes. EYEP may make changes to this Agreement and applicable pricing at its discretion. EYEP may amend this Agreement and applicable pricing by posting the amended Agreement or updated pricing on Knotia and providing notice of the change to Subscriber upon Subscriber's next logon to Knotia. The notice will provide Subscriber with a link to view the amended Agreement or pricing. Subscriber will at that time be given the option of agreeing to the terms of the amended Agreement or the amended pricing, logging off Knotia without accepting the changes, or terminating the Agreement in accordance with Section 9 hereof.

    EYEP may also make changes to any part or all of the Services. EYEP reserves the right to do so without prior notice to Subscriber. EYEP shall have the right to remove any Service at any time. In the event that all or part of the Service ceases to be available for any reason whatsoever, including but not limited to, any restrictions upon use imposed by a supplier of Content, then Subscriber shall, at the request of EYEP, cease to use such Service and shall forthwith delete all such Service or portions thereof. In the event that certain Services are deleted from Knotia, the licence fee, subscription fee, or purchase price, if any, directly relating to such Services shall be adjusted accordingly.
  11. Compliance with Laws and Rules; Indemnity. The Services may be used only for lawful purposes. Subscriber’s conduct may be subject to local, provincial, federal, and international laws. Subscriber agrees that Subscriber shall comply with applicable laws, rules, regulations, ordinances, and other similar requirements of the country and province or state in which Subscriber is accessing and using the Services.

    Subscriber represents and warrants to EYEP that the information Subscriber provides to Knotia in the registration process and in other areas of Knotia is true, accurate, and complete.

    Subscriber agrees to defend, indemnify, and hold harmless EYEP, its employees, agents, contractors, or other suppliers from all liabilities, claims, and expenses, including attorneys’ fees, that arise from a breach of this Agreement for which Subscriber is responsible, or from the use of the Services in breach of this Agreement. EYEP reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber.
  12. Free Trials. In the event that Subscriber is participating in a free trial of Knotia or any Services provided through Knotia, all of the terms and conditions of this Agreement and any applicable Additional Terms, shall apply with the exception of provisions relating to the payment for the Services. In the event that Subscriber chooses to continue to access or use Knotia or any particular Service beyond the termination or expiry of a free trial period, then Subscriber acknowledges that all of the terms and conditions of this Agreement and any applicable Additional Terms including the payment terms will apply to any period after the expiry or termination of the free trial period.
  13. Complimentary Access to the CPA Canada Standards and Guidance Collection. In the event that Subscriber, as a member of Chartered Professional Accountants of Canada, has been provided with complimentary access to the CPA Canada Standards and Guidance Collection, all of the terms and conditions of this Agreement and any applicable Additional Terms, shall apply with the exception of provisions relating to the payment for the Services.
  14. LIMITATION OF LIABILITY. SUBSCRIBER ACKNOWLEDGES THAT EYEP MAKES NO WARRANTIES OR GUARANTEES ABOUT THE CORRECTNESS OR FITNESS OF ANY SOFTWARE PROVIDED OR USED IN THE PROVISION OF THE SERVICES, INCLUDING AS TO WHETHER COMMUNICATIONS OR MATERIAL WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER DESTRUCTIVE CODE. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO SUBSCRIBER’S COMPUTER SYSTEM. EYEP DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT KNOTIA, THE SERVICES, OR CONTENT WILL BE FREE FROM ERRORS OR WILL BE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK (i.e., 24x7).

    SUBSCRIBER AGREES THAT ANY CLAIM OF ANY SORT WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH KNOTIA SHALL BE BROUGHT ONLY AGAINST EYEP, AND NO CLAIMS WILL BE BROUGHT PERSONALLY AGAINST ANY PERSONS INVOLVED IN PERFORMANCE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION ANY SUPPLIERS TO OR SUBCONTRACTORS OF EYEP.

    THE LIABILITY OF EYEP AND ITS OFFICERS, DIRECTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS TO SUBSCRIBER IN RESPECT OF BREACH OF CONTRACT OR BREACH OF DUTY OR FAULT OR NEGLIGENCE OR OTHERWISE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE SERVICES SHALL BE LIMITED IN TOTAL TO THE AMOUNTS PAID BY SUBSCRIBER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF SUBSCRIBER’S CLAIM TO COVER CLAIMS OF ANY SORT WHATSOEVER (INCLUDING INTEREST AND COSTS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THIS PROVISION SHALL HAVE NO APPLICATION FOR WHICH EXCLUSIONS OR RESTRICTIONS ON LIABILTY IS PROHIBITED BY LAW.

    EYEP AND ITS OFFICERS, DIRECTORS, SUBCONTACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES IN RESPECT OF ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUES, FAILURE TO REALIZE EXPECTED SAVINGS, OR SIMILAR LOSSES OF ANY KIND.

    EYEP AND ITS OFFICERS, DIRECTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR OTHER SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS, COST, OR DAMAGE DUE TO CAUSES BEYOND THEIR CONTROL. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO BE FOR THE BENEFIT OF THIRD PARTIES AS SET OUT HEREIN.
  15. General. This Agreement may only be amended by a written or electronic form duly accepted and agreed to by EYEP and Subscriber and referring to this Agreement, or in the manner described in Section 9 and/or 10 above. Subscriber may not assign this Agreement without the prior written consent of EYEP. EYEP may assign this Agreement without the consent of Subscriber. Should any provision of this Agreement be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions shall not be affected.
  16. Jurisdiction and Governing Law. This Agreement shall be governed by and construed under the laws of Ontario and the laws of Canada applicable therein without regard to its conflict of laws provisions. Subscriber hereby consents and submits to the exclusive jurisdiction of the Ontario courts.
  17. Acceptance. This Agreement shall be effective:
    1. Upon receipt by EYEP of this Agreement duly signed by an authorized representative having the power and authority to bind Subscriber to this Agreement; or
    2. When Subscriber indicates acceptance of it by clicking on the “ACCEPT” button below and, for each Service for which Additional Terms apply, the “ACCEPT” button set forth on the Additional Terms page of the particular Service. Subscriber’s action in clicking on the “ACCEPT” button signifies that Subscriber agrees to be bound to this Agreement (including specific Additional Terms, as applicable). Subscriber represents and warrants that the individual who accepts this Agreement on Subscriber’s behalf is Subscriber’s duly authorized representative, and that any person registered with EYEP to use Knotia and the Services will have the power and authority to bind acceptance of it by clicking on the “ACCEPT” button. Such acceptance and Agreement shall be deemed to be as effective as a written signature performed manually by Subscriber, and this Agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that this Agreement is written and accepted electronically. Knotia’s records of the date on which Subscriber accepts this Agreement, and the effective date of all future changes to this Agreement, shall be conclusive evidence as to the effective date.
    EYEP’s electronically or other properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement. If there is no obvious tampering or loss of data, Subscriber agrees that Subscriber shall not contest the admissibility or enforceability of EYEP’s copy of this Agreement, as amended, in a court for any proceedings arising out of this Agreement.
  18. The parties hereto confirm that it is their wish that this Agreement, as well as all other documents relating hereto, be drawn up in English only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis, s’y rattachant soient rédigés en anglais seulement.