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Application and Associated Product Account:
These Terms apply to all users of SureFund, including:
- Users. Users are accepting these terms in their own capacity and not on behalf of the Account Holder or Administrator.
- The Account Holder, Administrator and Users for SureFund are established and managed through the account management of the Associated Products.
- These Terms apply to all users of SureFund, including:
means the person, law firm or other entity ultimately responsible for a SureFund account which is tied to the account of the Associated Products;
means an individual that is indicated as having authority for an Account Holder’s SureFund account within SureFund which is tied to the account of the Associated Products;
means the other Teranet operated products linked to, or subject to the same underlying account as, SureFund;
means all names, addresses, phone numbers, emails and other business contact details uploaded to SureFund by the Account Holder or its Administrator or Users;
means all data, information, materials and documents that the Account Holder or its Administrator or Users upload to SureFund, including information pertaining to Transactions, including without limitation, Contact Details;
means user ID, password, security questions and security answers;
means the individual designated as the contact with respect to issues arising with respect to a Transaction;
means the recipients of funds relating to a Transaction as designated by an User through SureFund;
means the then current fees for the Payment Services as communicated through SureFund plus applicable taxes;
means the payment services offered by Teranet and available through SureFund where Users direct Teranet to issue payments to various Designated Payees;
means Teranet and its affiliates and their respective suppliers, directors, officers, employees, contractors, agents and representatives;
means a real estate transaction for which a file is opened in SureFund by an Authrozied User where funds are transferred using the Payment Services;
means the funds associated with applicable Transactions to be disbursed by Teranet through the Payment Services;
means an individual registered to an Account Holder’s SureFund (or Associated Product) account that is employed by, or otherwise acting on behalf of, the Account Holder.
- We will use reasonable efforts to ensure that SureFund is available 24x7x365 except during maintenance window periods as required from time to time. We will use reasonable efforts to provide you with notice of planned maintenance activities in advance.
- The planned maintenance windows for SureFund are: (i) Monday to Thursday between 5:00 pm and 5:00 am ET; (ii) 5:00 pm ET Friday until 5:00 pm ET on Sunday; and (iii) holidays. These times are subject to change in our sole discretion. Emergency and unplanned urgent maintenance activities will be performed as and when needed; provided that we will use reasonable efforts to provide you with advance notice of such maintenance and schedule such maintenance in a manner to minimize the impact to SureFund when required to be performed outside of the planned maintenance windows. Notwithstanding the foregoing, we make no warranties as to the availability of SureFund at any time or that all SureFund related issues will be resolved.
You agree that with respect to the Payment Services:
- all funds provided to Teranet are held in trust until they are issued as payments to the Designated Payees;
- payments made through the Payment Services are irrevocable and Teranet may not be able to retract, reverse or otherwise correct such payments;
- interest earned on trust accounts belongs to Teranet;
- Teranet provides the Payment Services, and disburses funds, based on the instructions you provide to SureFund. You are fully responsible and liable for the Content you input into SureFund, including the entry of any account numbers, routing details or payments instructions made in error;
- only a lawyer that is eligible to practice (in according with his/her/their applicable professional governing body) can initiate the disbursement of funds in SureFund;
- Teranet may notify the Designated Contact pertaining to issues that may arise with respect to an applicable Transaction. The Designated Contact must be reachable and responsive to address Transaction related issues;
- you agree to take reasonable steps, and with respect to Account Holders agree to have policies and procedures in place, to ensure that Transactions entered into SureFund are legal and valid Transactions and are not related to any criminal or fraudulent activity; and
- Account Holder is responsible for settling any disputes relating to the underlying transaction, including disputes with opposing lawyers or payees and disputes regarding imposition of interest, penalties or additional charges for late payments or acknowledgments.
- Teranet reserves the right to suspend a Transaction and to take all actions it deems appropriate with respect to any court order, direction or demand from a court of competent jurisdiction, law enforcement agency, regulator, authorized regulator, trustee in bankruptcy, duly appointed received, duly appointed monitor, execution creditor, statutory creditor or any other part with ostensible authority to assert a claim in connection with the funds, including Supplier’s compliance with the Office of Foreign Assets Control (“OFAC”) of the US Department of Treasury, the Office of the Superintendent of Financial Institutions (“OSFI”) or a law society.
- if Teranet determines that an Account Holder or User is on a prohibited list or is connected to a sanctioned country, entity or individual, or an entity or a prohibited activity as designated by the relevant OFAC and OSFI directives, Teranet may be required to stop payment of any funds related to a Transaction.
- You agree that with respect to the Payment Services:
- comply with all obligations or restrictions: (i) regarding the use of SureFund as we may communicate from time to time; and (ii) imposed by third party solution providers that may be applicable to your use of SureFund.
- You agree you will not, nor assist any third party to: (a) sub-license or otherwise share your access to SureFund; (b) add to, delete from, update, modify, tamper with, alter, reverse engineer, translate, decompile, disassemble or attempt to do any of the foregoing in any way to SureFund; (c) infringe any copyright, patent, trade-mark or trade secret of Teranet or its third party subcontractors; (d) use SureFund in a service bureau, bulk sales, computer service or timesharing business; (e) resell or otherwise commercially exploit SureFund; (f) use Credentials, a SureFund account or SureFund in connection with the commission of any criminal act or any act otherwise contrary to law or regulation; (g) take any action that imposes, or may impose an unreasonable or disproportionately large load on SureFund’s infrastructure; (h) attempt to gain unauthorized access to SureFund; (i) use SureFund to store or transmit content that infringes on any person’s intellectual property rights; (j) use SureFund in any manner that interferes with or disrupts the integrity or performance of SureFund; (k) use SureFund to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (l) use any automated or semi-automated process, system or software to access and use SureFund.
- You are responsible for, and agree to obtain, all necessary licenses, permits, instructions and consents related to your use of SureFund and provision of the Content, including the Payment Services (including as required by applicable law and applicable professional governing bodies) and will pay all expenses as are necessary to do so, including any licenses, permits, instructions and consents required for Teranet and its subcontractors to provide the Payment Services, including with respect to: (a) the Transaction instructions; and (b) any confidential information or personal information of third parties, including such information about your clients.
- You must ensure the all information provided by you to SureFund, including any Transaction related information, trust account, routing and banking information are complete, accurate and up-to-date and you acknowledge that it is solely your responsibility to update such information.
You acknowledge and agree that Teranet and its subcontractors may also disclose Content, including personal information to:
- any law enforcement authority or regulator having jurisdiction, or professional governing body or law society having jurisdiction over your professional activities, in connection with any investigation by any of them relating to your use of SureFund; and
- You agree that if you upload any Contact Details to SureFund, you represent and agree that you have the right to do so and that we may make those Contact Details available to other users of SureFund.
- You are responsible for the verification of the contents, accuracy and quality of any Content uploaded to SureFund and its fitness for its intended purpose. You will not: (i) upload malicious content to the Services; (ii) violate applicable laws; and (iii) upload content that is or comprises harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, or racially or ethnically objectionable material.
- You are responsible for creating and retaining any backup copies of Content as you may require, including record required to meet it legal and regulatory requirements with respect to the Transactions.
- We will logically separate your Content from our own data and the data of other Teranet customers. If you do not use SureFund for a period of 18 months, we may delete your Content and deactivate your account (of in the case of Account Holder, all applicable User accounts).
- Credentials for SureFund are shared across the Associated Products. Updating your Credentials for SureFund or Associated Products will cause the Credentials to be updated across all Associated Products and SureFund.
Each Administrator and User must have separate Credentials. Each Administrator and User agrees:
- to designate its own Credentials;
- to safeguard against disclosure and not disclose their Credentials to anyone else;
- not to use Credentials which have not been specifically assigned to it;
- be responsible for all activity under its Credentials;
- in the case of an Administrator, to immediately de-activate any Credentials for Users that are no longer permitted to access the Services (e.g. termination of employment); and
- to notify us immediately if you become aware or suspect that your Credentials have been compromised.
- The Account Holder agrees it is ultimately responsible for all activity under Administrator and User Credentials associated with its SureFund account and agrees to notify us immediately upon becoming aware or suspects that any Credentials have been compromised.
- We have implemented and will maintain and follow appropriate physical, technical and organizational measures intended to protect your Content against accidental, unauthorized or unlawful access or disclosure, including without limitation, operational security, encryption, access control, identity management, threat management, logging and network security.
- We will use reasonable efforts to notify you within a reasonable time of any actual unauthorized access or disclosure of your Content discovered by us. Content will be stored and backed-up at data centres located in Canada. Any information we collect by way of SureFund will be done using a valid Secure Socket Layer certificate from a reputable source.
- While we are committed to protecting the security of SureFund, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Account Holders, Administrators and Users are responsible for implementing adequate firewall, password and other security measures to protect their respective systems, data and applications from unwanted intrusion, whether over the internet or by other means. You agree not to attempt to violate the security of SureFund, including without limitation, (i) by attempting to log into a SureFund account which you are not authorized to access; or (ii) by attempting to interfere with the Services and SureFund through means of a virus, by overloading a server or by any other means.
Term and Termination:
- the Account Holder by providing us with written notice of termination (email is acceptable);
- A User by providing us written notice of termination (email is acceptable); or
by us where:
- SureFund has not been accessed by an applicable User, Administrator or Account Holder for 18 months;
- the account of the Associated Products has been terminated or suspended;
- you become bankrupt or insolvent, make an assignment for the benefit of its creditors, or where a receiver is appointed under any instrument or over any assets of, or an order is made or resolution passed for your winding up;
- your permission to use SureFund has been suspended under Section 9.5 and has not been reinstated within 180 days following the suspension;
- you die or become incompetent; or
- we cease to provide SureFund.
Fees and Invoicing:
- Account Holder is responsible for the payment of all Fees for its Administrator’s and Users’ use of SureFund, including for each payment made using the Payment Services. These Fees are subject to change from time to time at Teranet’s discretion. Fees are paid in advance of performance of the Payment Services.
- Fees and Transaction Funds are transferred to Teranet outside of the SureFund solution as directed by Teranet. Teranet will not perform any Payment Services until the Transaction Funds and all Fees are received by Teranet. Without limiting the foregoing, Teranet may direct Users to issue the Fee and Transaction Fund to one if its subcontractors, as applicable
You are responsible for compliance with, and agree to comply with:
- all local laws to the extent they are applicable and you agree to comply with all applicable laws with respect to your use of SureFund, including Canadian privacy laws and Canada’s Anti-Spam Law (“CASL”), as it may be amended from time to time, and with any other applicable rules and regulations of the Canadian Radio-television and Telecommunications Commission and any similar or replacement body with authority to administer and enforce CASL; and
- all rules and regulations of any professional governing body (e.g. the Law Society of Ontario) having jurisdiction over your professional activities, including any applicable provincial law society.
Each party shall:
- reasonably cooperate with the other party in order to assist such party in complying with its obligations under applicable law; and
- Personal information that forms part of the Content will be stored by us in an encrypted manner and treated in accordance with all applicable Canadian and provincial privacy laws.
- You are responsible for compliance with, and agree to comply with:
- For the Term, you are granted a non-exclusive right to access and use SureFund for internal use only for the purpose of providing services to your or the Account Holder’s clients.
- You agree that if you send us suggestions, ideas or other information regarding SureFund we are entitled to unrestricted use of the feedback for any purpose whatsoever, without compensation to you.
- As between the parties, you retain all right, title and interest in and to the Content, other than the rights specifically granted to us herein. You hereby provide Teranet and its affiliates and subcontractors with a perpetual, irrevocable, royalty-free, non-exclusive right and license to use Content: (a) for the purposes of providing the products and Services available through SureFund, including the Payment Services; and (b) in aggregate and anonymized form for the purposes of enhancing SureFund, demographic analysis, commercialization and for research purposes.
You represent and warrant:
- You have obtained meaningful consent from the applicable individual or entity for the collection, use and disclosure of Content, including any confidential Content of third parties (e.g. clients) and Content consisting of personal information as defined in applicable Canadian and provincial privacy laws;
- Content does not and will not infringe any copyright, patent, trade-mark, trade secret or other proprietary rights or rights of publicity or privacy;
- Content does not and will not violate any law, statute, ordinance or regulation; and
- Content is not, and will not be, defamatory, trade libelous, obscene or pornographic.
Without limiting the disclaimer in Section 16.1:
- although we try to ensure that SureFund is accurate, you agree that we and our subcontractors have no liability for the accuracy, completeness, quality or correctness of SureFund, including the Payment Services;
- you acknowledge that we and our subcontractors shall have no liability to the Account Holder, an Administrator, a User, Designated Payee, a client or any third party with respect to any damages resulting from inaccurate Content or Content containing errors or loaded in error, including any instructions provided with respect to Payment Services;
- you hereby release each member of the Teranet Group and their subcontractors of any liability arising from payout statements provided by third parties, including any delays relating thereto; and
- no member of the Teranet Group or their subcontractors will be liable for any loss or damage suffered by you that is caused by any delay, error, interruption or failure by a member of the Teranet Group or their subcontractors to provide you with SureFund, including the Payment Services.
The Account Holder, the Administrator and the User (as appropriate) shall indemnify and hold the Teranet Group and their subcontractors harmless from any costs, damages, losses or expenses that any member of the Teranet Group may suffer:
- as a result of, or in connection with, any claim asserted by a third party against any member of the Teranet Group, in connection with any unauthorized, improper or illegal use of Accounts, SureFund or data by the Account Holder or the User or committed under their account;
- in respect of any third party claims relating to any Content, including any claims arising from errors or inaccuracies in the payment instructions provided to SureFund, except where those claims arise due to our gross negligence or intentionally wrongful conduct.
- The Account Holder, the Administrator and the User (as appropriate) shall indemnify and hold the Teranet Group and their subcontractors harmless from any costs, damages, losses or expenses that any member of the Teranet Group may suffer:
- Neither you nor us or our subcontractors shall be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions, wars, terrorist actions, natural disaster, labour disruptions, insurrections, pandemics, epidemics or any other cause beyond the reasonable control of the party whose performance is affected.
Version 1.0 – August 22, 2021