READYWHEN TERMS OF USE

Last updated: November 18, 2020

The following terms of use (the “Terms of Use”) govern your access to and use of the secure storage and estate planning software, services and publications we make available online at readywhen.ca (the “ReadyWhen Platform”).

These Terms of Use form an agreement between ReadyWhen Tech Inc. (“ReadyWhen”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the ReadyWhen Platform (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE READYWHEN PLATFORM, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE READYWHEN PLATFORM IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

IF YOU ARE USING THE READYWHEN PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.

1. Changes to these Terms of Use and the ReadyWhen Platform

a
Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the ReadyWhen Platform. It is your obligation to monitor the ReadyWhen Platform for any such changes. Your continued access to or use of the ReadyWhen Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
b.We reserve the right to change the ReadyWhen Platform at any time, without notice. We may, at our discretion, suspend your access to or use of the ReadyWhen Platform or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use or any applicable laws; or (iii) to address any emergency security concerns.

2. 
User Accounts

a. User ID. To access certain features of the ReadyWhen Platform, you must successfully sign up for a user account using the available interfaces of the Services, and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the ReadyWhen Platform. ReadyWhen is entitled to act on instructions received through your account. ReadyWhen is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID.

b.Account Types:

(i)   When you create an account on the ReadyWhen Platform for the storage of your own estate planning data, you are the “Owner” of such account. Owners may invite individuals to view and edit their accounts, such as friends, family, and professional advisors (“Team Members”). Owners can control the level of access Team Members have to their information and account. As an Owner, you (i) represent and warrant that any Team Members you invite to use the ReadyWhen Platform may do so on your behalf; and (ii) are responsible for authenticating all Team Members and will promptly notify ReadyWhen of any actual or suspected unauthorized use of the ReadyWhen Platform by any Team Members.

(ii)   If you are invited onto the ReadyWhen Platform as a Team Member, you represent and warrant that any actions you take on the ReadyWhen Platform are in accordance with any instructions or understandings you may have with the Owner of such account.

(iii)  ReadyWhen reserves the right to suspend, deactivate, or replace any user accounts if it determines that a user account may have been used for an unauthorized purpose

3. Electronic Communications

(a) When you use or view the ReadyWhen Platform or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the ReadyWhen Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

(b) By creating an account to access the ReadyWhen Platform, you acknowledge and agree that ReadyWhen will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the ReadyWhen Platform from time to time.

(c) If you are a member of our mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.

(d) If you sign up through ReadyWhen to receive special offers regarding products and services from our partners, you authorize us to share your email address and other Personal Information you authorize with the partner whose offer you wish to receive. If you request these special offers, you acknowledge the partner may also send you future offers that may interest you. You can opt out of future communications from ReadyWhen by changing your user settings or emailing info@readywhen.ca; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use the ReadyWhen Platform. You understand that ReadyWhen may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the partner, or if ReadyWhen has already relied on your authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.

(e) By using the ReadyWhen Platform, you acknowledge and agree that ReadyWhen will be transmitting certain of your personal information (which may include protected health information (“PHI”) as that term is defined under the applicable legislation), electronically

(f)  You acknowledge and agree that you are solely responsible for providing ReadyWhen with accurate contact information, including your mobile device number and email address, where we may send communications containing your PHI. ReadyWhen is not responsible for user errors and omissions.

 

4. User Data and Privacy 

(a) You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable license to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the ReadyWhen Platform (collectively, “User Data”): (i) to develop, enhance and make available the ReadyWhen Platform; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). We are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind.

(b) Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.

(c) You represent and warrant to us that your User Data will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the ReadyWhen Platform.

5. Ownership of the ReadyWhen Platform

(a) All right, title and interest, including intellectual property rights, in the ReadyWhen Platform and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of ReadyWhen (or our third-party suppliers, if applicable).

(b) The ReadyWhen Platform and all materials provided by us hereunder are made available or licensed and not “sold” to you.

(c) The Software and all other materials provided by us hereunder, including content we make available through or in the ReadyWhen Platform, are protected by copyright in Canada, the United States and elsewhere in the world pursuant to the Berne Convention.  You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the ReadyWhen Platform, the Software or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose. (d) All rights not expressly granted to you in these Terms of Use are reserved by ReadyWhen.

 

6. Additional Terms

Your access to and use of certain functionalities provided in or through the ReadyWhen Platform may be subject to additional terms and conditions presented to you by ReadyWhen or its service providers. Such additional terms and conditions are incorporated herein by reference.  If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.

7. Your Responsibilities

You agree to:

    1. keep your User IDs and all other login information confidential;
    2. monitor and control all activity conducted through your account in connection with the ReadyWhen Platform;
    3. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account;
    4. upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
    5. use reasonable efforts to prevent unauthorized access to or use of the ReadyWhen Platform; and
    6. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy and export control laws.

       

      8. No Unlawful or Prohibited Use

       

      You will not use the ReadyWhen Platform in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the ReadyWhen Platform for any purpose other than to access and use the software and services we make available through the ReadyWhen Platform. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

      1. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the ReadyWhen Platform (e.g., a denial-of-service attack);
      2. attempt to gain unauthorized access to the ReadyWhen Platform, or bypass any measures we may use to prevent or restrict access to the ReadyWhen Platform;
      3. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the ReadyWhen Platform any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; or (viii) is designed or intended to obtain password, account, or private information from any other ReadyWhen Platform user;
      4. advertise to, or solicit, any user to buy or sell any third-party products or services, or to use any information obtained from the ReadyWhen Platform in order to contact, advertise to, solicit, or sell to any user without their prior express consent;
      5. publish, market, advertise or in any way distribute the content;
      6. share, transfer or otherwise provide access to an account designated for you to another person;
      7. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the ReadyWhen Platform or any part thereof or otherwise attempt to discover any source code;
      8. use the ReadyWhen Platform for the purpose of building a similar or competitive product or service; or
      9. authorize, permit, enable, induce or encourage any third party to do the above.

        9. Communications Not Confidential

While we take all due care to ensure your confidential information is protected, we do not guarantee the confidentiality of any communications made by you through the ReadyWhen Platform. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the ReadyWhen Platform.

10. Feedback

You agree that any suggestion or idea provided by you (such as suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you.

11. Third Party Content, Websites or Services

The ReadyWhen Platform may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the ReadyWhen Platform from third party systems. ReadyWhen does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under ReadyWhen’s control, and if you choose to access any such content, websites, or services, or to access the ReadyWhen Platform from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

12. Malicious Code and Security

The downloading and viewing of content is done at your own risk. We do not guarantee or warrant that the ReadyWhen Platform is compatible with your computer system or that the ReadyWhen Platform, or any links from the ReadyWhen Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the ReadyWhen Platform.

You are prohibited from attempting to circumvent and from violating the security of the ReadyWhen Platform including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching the ReadyWhen Platform security or authentication measures; (c) restricting, disrupting or disabling service to ReadyWhen Platform users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the ReadyWhen Platform, including but not limited to by introducing any material that is malicious or technologically harmful.

13. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE READYWHEN PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE READYWHEN PLATFORM WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE READYWHEN PLATFORM IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE READYWHEN PLATFORM. THE CONTENT ON THE READYWHEN PLATFORM IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND.

IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY READYWHEN FOR WHATEVER REASON, EVEN IF READYWHEN HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, READYWHEN WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS READYWHEN HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, READYWHEN WILL USE REASONABLE EFFORTS TO RETURN SERVICE AS SOON AS REASONABLY POSSIBLE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE READYWHEN PLATFORM OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE AMOUNT OF FEES PAID BY YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) IF THE READYWHEN PLATFORM HAS BEEN PROVIDED TO YOU WITHOUT THE PAYMENT OF FEES, $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

15. Indemnification

You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

        1. your User Data;
        2. your use (or the use by any third party using your User ID) of the ReadyWhen Platform;
        3. your breach of any provision of these Terms of Use or any documents referenced herein; or
        4. your violation of any law or the rights of a third party (including intellectual property rights).


          16. Term and Termination; Survival

        1. These Terms of Use will commence on the day you first use the ReadyWhen Platform and will remain in effect until terminated by either party in accordance with the provisions of these Terms of Use (the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the ReadyWhen Platform. You may terminate these Terms of Use at any time and with immediate effect by requesting by email that your User ID be deleted, or by deleting your account by emailing support@readywhen.ca, ceasing use of the ReadyWhen Platform. For greater certainty, if you continue to use any portion of the ReadyWhen Platform that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use.
        2. If you delete your account, your User Data will be permanently deleted and will not be accessible after such deletion.
        3. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (User Data and Privacy), 5 (Ownership of the ReadyWhen Platform), 6 Additional Terms, 9 (Communications Not Confidential), 11 (Third Party Content, Websites or Services) 12 (Malicious Code and Security), 12 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16(c) (Survival), and 18 (General Provisions).



          17. Geographic Restrictions

ReadyWhen makes no representation that the ReadyWhen Platform is or will be available for use in all locations outside Canada or all locations within Canada. The ReadyWhen Platform is available for use in all Canadian Provinces except Quebec, which locations may be updated by ReadyWhen from time to time. We provide the ReadyWhen Platform for use only by persons located in Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

18. General Provisions

      1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the ReadyWhen Platform, notwithstanding your domicile, residency or physical location. You will only use the ReadyWhen Platform in jurisdictions where the ReadyWhen Platform may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia, Canada in all disputes arising out of or relating to the use of the ReadyWhen Platform. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.  This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
      2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the ReadyWhen Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
      3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
      4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
      5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
      6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

        19. Contact

        If you have any questions or comments regarding these Terms of Use, please contact us at info@readywhen.ca.