CPA Professional Liability Plan Inc. Website Terms and Conditions (the “Terms”)
1 INTRODUCTION
1.1 Please read these Terms carefully before using the CPA PLI website (the “Website”).
1.2 To access the French version of these Terms, please click here. Pour accéder à la version française de ces Termes et Conditions, veuillez cliquer ici .
1.3 By using the Website, you agree to comply with these Terms. If you do not agree to these Terms, please do not use the Website.
1.4 These Terms were last updated, and are effective as of, the “Last updated” date indicated above. CPA PLI reserves the right, at its sole discretion, to modify any part of the Terms at any time, in accordance with applicable law. CPA PLI will provide notice to you on this Website of any such modifications. If you do not accept such modifications, you must terminate your use of the Website and these Terms shall be deemed to be terminated. Your continued use of the Website in the event of any such modification shall be deemed your conclusive acceptance of the modified Terms.
1.5 In order to use the Website, you must be at least the age of majority in the jurisdiction in which you reside as of the time you use the Website.
1.6 You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and CPA PLI, occur electronically.
1.7 or the purposes of these Terms, (a) “CPA PLI” means CPA Professional Liability Plan Inc., (b) “you” or “your” refers to the individual using the Website, (c) “CPA PLI Content” means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by CPA PLI, or its licensors, and made available through the Website and (d) “including” or “includes” means including without limitation.
2. INTELLECTUAL PROPERTY
2.1 The Website, including all CPA PLI Content, is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by CPA PLI. Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use the Website, including the CPA PLI Content and the services accessible through them, solely for informational purposes and such other purposes as expressly set out by the Website.
2.2 Nothing contained on the Website should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, logos, or other names, including those identifying CPA PLI or its respective products and services displayed on the Website, without the expressed written consent of CPA PLI or such third party that may own such trademarks, logos, and other names displayed on the Website.
2.3 No information or material from the Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever.
2.4 You agree that you do not acquire any ownership rights in any CPA PLI Content.
2.5 You agree to abide by all copyright notices, information, and restrictions contained in any CPA PLI Content.
2.6 You are hereby advised that CPA PLI will aggressively enforce its intellectual property rights to the fullest extent permitted by law.
2.7 You retain ownership of all content that you post, upload to, or otherwise share on the Website (“Your Content”). However, by posting, uploading, or sharing Your Content, you grant CPA PLI a non-exclusive, sub-licensable, royalty-free, worldwide, and perpetual license to use, copy, reproduce, create derivative works from, and display Your Content in connection with the Website.
2.8 Subject to any applicable law (and, in the case of personal information, the requirements of Section 6(Privacy)), any communications that you send or which are sent to you via the Website, whether solicited by CPA PLI or otherwise, are on a non-confidential basis, and CPA PLI is free to use and disclose the content of any such communication, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing and/or marketing services. You agree to not assert any ownership right of any kind in such communications (including copyright, trademark, patent, unfair competition, moral rights, or implied contract). If you send any unsolicited idea, suggestion or other material in any format (“Submissions”) to CPA PLI, you automatically grant to CPA PLI and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us or our successors or assigns. You waive all author’s moral rights in Your Content and Submissions (including the right to be associated with Your Content or Submissions) upon submission, as well as the right to receive any financial or other consideration in connection with Your Content and Submissions.
3. ACCEPTABLE USE
3.1 You will use the Website, including any CPA PLI Content, solely for lawful purposes. You agree to abide by all applicable laws in connection with your use of the Website.
3.2 You shall not upload to, distribute to, or otherwise disseminate through the Website any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. For greater certainty, you shall not (a) post any material on the Website that infringes or violates any third party’s copyright, trademark, trade secret, privacy, or other proprietary or property right, (b) threaten other users of the Website with violence, or (c) use hateful, abusive, harassing, libellous, or obscene language towards other users of the Website.
3.3 You shall not (a) copy any CPA PLI Content onto your own or any other website; (b) use the Website, or any CPA PLI Content, to send spam, chain letters, junk mail, or any other type of unsolicited mass e-mail; (c) use the Website, or any CPA PLI Content, to distribute viruses or other harmful, disruptive, or destructive files; (d) use or attempt to use another person’s account on the Website; (e) disrupt or interfere with the security of, or otherwise abuse, the Website, or any servers or networks connected to the Website; (f) attempt to obtain unauthorized access to the Website; (g) impersonate another person when using the Website; (h) systematically harvest data from the Website or programmatically register accounts on the Website; (i) access the Website for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes; (j) modify or make derivative works based upon the Website, or any portion thereof; (k) “frame” or “mirror” any CPA PLI Content on any other server or Internet-based device; (l) reverse engineer or access the Website, including in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics from the Services, or (iii) copy any ideas, features, functions or graphics from the Website; or (m) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website or any part thereof.
3.4 You will be solely responsible for any material or information that you make available through the Website. You will also be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through the Website.
3.5 CPA PLI has no obligation to, and does not and cannot review, every item of material or information that you and users other than yourself make available through the Website, and CPA PLI is not responsible for any of this material or information. However, CPA PLI reserves the right to monitor, delete and/or refuse to transmit, move, or edit any material or information, in whole or in part, without notice to you.
3.6 You hereby grant to CPA PLI a worldwide, royalty free, fee free, perpetual, irrevocable, transferable, sublicensable, and non-exclusive right and license to copy, use, reproduce, modify, adapt, publish, translate, distribute, and sublicense any and all material or information submitted by you to the Website and/or to incorporate it in other works regardless of form, medium, or technology.
4. ACCOUNT
4.1 Certain services provided through the Website are only available to you upon setting up your account. By so setting up an account, you represent and warrant to CPA PLI that: (a) you are at least the age of majority in the jurisdiction where you reside as of the time you register (b) all information provided by you to us during the registration process is truthful, accurate and complete; and (c) you will comply with all terms and conditions of these Terms.
4.2 As a registered user, you agree to maintain and promptly update your account data as necessary to keep it true, accurate, current and complete.
4.3 You acknowledge that you are solely responsible for maintaining the confidentiality of your account credentials (including any usernames, passwords or security tokens created or provided) and that you will be responsible for any loss or damages resulting from any unauthorized use of your account.
4.4 You agree to promptly notify CPA PLI immediately after you become aware of any unauthorized access to or use of your account and to take such reasonable steps as are necessary to prevent any reoccurrence of such event.
4.5 You can terminate your account by contacting CPA PLI by e-mail at services@cpaplan.ca or services@acpai.ca for Quebec Members or services@cpaplan.ca for all other provinces.
5. THIRD PARTY WEBSITES.
5.1 The Website may contain or reference links to websites operated by third parties (“Third Party Websites“). These links are provided as a convenience only. Such Third Party Websites are not under CPA PLI’s control. CPA PLI is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. CPA PLI does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Website or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by CPA PLI of any information contained in any Third Party Website. In no event will CPA PLI be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them.
6. PRIVACY
6.1 Personal information that CPA PLI may collect, use and/or disclose in connection with your use of the Website is subject to CPA PLI’s Privacy Policy, which can be found at https://www.cpaplan.ca/privacy-policy/
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 THE WEBSITE, INCLUDING THE CPA PLI CONTENT, IS FOR INFORMATIONAL PURPOSES ONLY AND IT IS NOT INTENDED TO MEET YOUR SPECIFIC NEEDS. DOCUMENTS PROVIDED ON THE WEBSITE ARE PROVIDED AS A SERVICE ONLY, AND DO NOT CONSTITUTE OFFICIAL VERSIONS OF SUCH DOCUMENTS. THE WEBSITE, INCLUDING ALL CPA PLI CONTENT, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CPA PLI, AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, AND OTHER REPRESENTATIVES (“REPRESENTATIVES”) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING (A) REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, (B) WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR SUITABILITY FOR ANY PARTICULAR PURPOSE, (C) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; AND (D) ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE WEBSITE OR THE CPA PLI CONTENT.
7.2 NEITHER CPA PLI NOR ITS REPRESENTATIVES MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE WEBSITE, INCLUDING THE CONTENTS OF ANY CPA PLI CONTENT, ANY SERVICES PROVIDED THROUGH THE WEBSITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE WEBSITE OR THE CONTENT CONTAINED ON SUCH SITE(S), OR AS TO THE CONTINUOUS OR ERROR FREE USE AND OPERATION OF THE INTERNET OR THE WEBSITE. NEITHER CPA PLI NOR ITS REPRESENTATIVES MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR ACCESS TO AND USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK.
7.3 UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, AND FUNDAMENTAL BREACH, SHALL CPA PLI OR ITS REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS INCLUDING LOSS OF PROFITS OR REVENUES THAT RESULTS FROM THE USE OF, THE INABILITY TO USE, OR RELIANCE ON ANY CPA PLI CONTENT OR THE WEBSITE DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER CPA PLI OR ITS REPRESENTATIVES WERE ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER CPA PLI NOR ITS REPRESENTATIVES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
7.4 CPA PLI reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website at any time without notice, but confirms that it has no duty to do so.
8. INDEMNIFICATION
8.1 To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless CPA PLI and each of its Representatives from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (a) your breach of any provision of these Terms; or (b) your use of the Website, the CPA PLI Content, and the placement or transmission of any information or other materials on the Website made by you or others using your account. CPA PLI reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.
9. TERMINATION
9.1 CPA PLI may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Website or any functionality or portion of the Website, all in its sole discretion, and you understand that there is no guarantee that the Website or any portion or functionality of it will continue to operate or be available for any particular period of time, including removing, adding, modifying, or changing the availability of, restricting access to, or imposing limits on any or all features on, or links to, the Website.
9.2 If you breach any provision of these Terms, then you may no longer use the Website and CPA PLI may cancel your account. CPA PLI, in its discretion, shall determine whether these Terms have been violated.
9.3 If you are dissatisfied with the Website or with these Terms, your sole and exclusive remedy is to discontinue using the Website. In such an event, you agree to destroy all materials obtained by you on the Website.
9.4 All provisions hereof that by their nature or wording contemplate the taking of action or refraining from certain actions after the termination of these Terms shall survive its termination.
10. DISPUTE RESOLUTION
10.1 Any disputes arising hereunder shall be governed exclusively by the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Toronto, Ontario in any and all actions, disputes, or controversies relating hereto.
11. GENERAL
11.1 These Terms constitute the entire agreement between CPA PLI and you with respect to your use of the Website.
11.2 No waiver by either CPA PLI or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise enforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these Terms will remain in full force and effect.
11.3 No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by CPA PLI expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
11.4 You agree that no joint venture, partnership, employment, or agency relationship exists between you and CPA PLI as a result of these Terms and/or your use of the Website.
11.5 You may not assign any right, interest, or benefit provided under these Terms without the express prior written consent of CPA PLI.
11.6 These Terms set forth the entire agreement between you and CPA PLI, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and CPA PLI with respect to the Website.
11.7 The parties hereto confirm that a French version has been made available to them and that it is their wish that this Agreement, as well as all other documents relating hereto, be executed in English. Les parties aux présentes confirment que la version française de ce Contrat leur a été rendu accessible et qu’il est de leur volonté que cette convention de même que tous les documents, y compris tout avis, s’y rattachant soient conclus en anglais .
12. CONTACT US
12.1 CPA PLI is located at 277 Wellington Street West, Toronto, Ontario M5V 3H2 and can be reached by e-mail at: services@cpaplan.ca or by telephone at 1-800-267-4734 (English) or 1-800-268-2630 (French).
Last updated: March 1, 2024
© 2024 CPA Professional Liability Plan Inc., All Rights Reserved.