Subscription Terms Of Service
Financial Resilience Society
Last updated: March 6, 2023
Please read these Terms of Service carefully before using Our Service. These Terms of Service are between the Financial Resilience Society, a non-profit entity formed under the laws of British Columbia, Canada (“the Institute”, “Our”, “Us”, and “We”) with a delivery address at 883 Heritage Boulevard, North Vancouver, B.C., Canada V7J 3G6 and each Person subscribing to our Services (defined below) We offer from time to time as part of Your subscription (the “Subscriber”, “You”, and “Your”).
These terms of service, together with the institute’s subscription slide deck sent to you, and the accepted subscription order between you and the institute constitute a binding agreement (sometimes referred to as the “agreement” in these terms of service) between the subscriber (being the person identified as “subscriber” in the subscription order) and the institute.
If Your application to become a Subscriber is accepted by Us, We will notify You. By signing a Subscription Order or by creating an account with Us or by clicking the box, “I Agree to the Institute’s Terms of Service” when setting up an online account with Us, an Agreement is formed with the Institute as at such date (the “Effective Date”) whereby You agree to comply with these Terms of Service. If the individual accepting these Terms of Service is acting on behalf of an employer or another Person, You represent and warrant that: (a) You have full legal authority to bind your employer, or the applicable Person, to these Terms of Service; (b) You have read and understand this Agreement; (c) You are over the age of 18 years as at the Effective Date; and (d) You agree, on behalf of the Person that you represent, to all of the Terms of Service in this Agreement. This Agreement governs Your access to and use of the Services.
If You don’t have the legal authority to bind your employer or the applicable Person, please do not advance payment to us, sign our Subscription Order, or click the box indicating You agree with Our Terms of Service and do not open an account with Us.
We reserve the right to change these Terms of Service at any time, effective upon posting of an updated version of these Terms of Service on Our Web Site where the Services are offered. Your continued use of the Services after any such changes will constitute consent to such changes. Any revised Terms of Service will supersede all previous versions.
If You do not agree with any version of these Terms of Service in effect at the time, You will have the right to terminate this Agreement and receive a proportional refund of the paid subscription fee for the unused annual portion of the remaining period of time left, if any, under the terms of Your Subscription Order.
Defined Terms And Interpretation
- Definitions. In these Terms of Service, the capitalized terms listed below will have the following meanings:
“Account” refers to an account provided under the Services for Our subscribers during the period You maintain Your subscription in good standing.
“Agreement” means the Subscription Order form completed by You and submitted to Us by facsimile or by email, or electronically via the Web Site, and any materials available on the Web Site specifically incorporated by reference herein, as such materials, including these Terms of Service, as may be updated by Us from time to time in Our sole discretion.
“Internal Purposes” means only as a part of and limited to the Subscriber’s own internal, normal course of business operations, distributed only to its own employees.
“Log-In Information” has the meaning ascribed to it set forth in Subparagraph 4(a)(ii).
“Person” means any individual, partnership, corporation, society, trust, or legal entity.
“Publications” refers to Our proprietary newsletters, reports, research, and analyses made available by Us from time to time to Subscribers as part of our Services.
“Services” refers to the Publications, and the Core or Core Plus (as specified in the Subscription Order) subscription which provides You with an Account enabling access to our on-line webinars and the right to attend in-person events utilized by You or made available to You by Us.
“Subscription Order” means the form evidencing the initial subscription for the Services and any subsequent order form(s) submitted to Us by facsimile or by email, or electronically via the Web Site or in written form, specifying, among other things, the Term, the applicable subscription fee, the billing period (12 months), and other charges as agreed to with Us, each such Subscription Order to be incorporated into and to become a part of this Agreement (and in the event of any conflict between the terms of this Agreement and the terms of any such Subscription Order, the terms of this Agreement will prevail).
“Term” has the meaning ascribed to it set forth in Paragraph 8(a).
“Web Site” means https://www.financialresilienceinstitute.org, any subdomains thereof, and any successor web sites.
- Interpretation. Except as otherwise expressly provided in these Terms of Service or as the context otherwise requires,
(a) the words “include” or “including” when following any general term or statement are not to be interpreted as limiting the general term or statement to the specific items or matters set forth or to similar terms or matters but rather as permitting it to refer to all other items or matters that could reasonably fall within its broadest possible scope;
(b) the words “herein”, “hereof”, “hereby” and “hereunder” and other words of similar import refer to these Terms of Service as a whole and not to any particular Section, Subsection, Paragraph, Subparagraph or other subdivision;
(c) a capitalized cognate of a defined term has a meaning corresponding to that of the defined term;
(d) the conjunction “or” shall be understood in its inclusive sense (and/or);
(e) a reference to a time or date is to the local time or date in Vancouver, British Columbia, Canada unless specifically indicated otherwise;
(f) the word “any” means “any and all”.
License Grant And Use
- Grant of License. Subject to the terms and conditions contained in these Terms of Service, We hereby grant You, during the Term, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to access electronically via the Internet in the manner authorized by Us and to use, solely for Your Internal Purposes, the Services accompanying Your particular subscription, either Core or Core Plus, as specified in the Subscription Order. You will not relicense or sublicense the Services in whole or in part with or for any other Person.. Any other use of our Web Site is prohibited.
- Using the Services. You hereby represent, warrant, promise, or agree as follows:
(a) Use of Services.
(I) You will at all times use the Services only as expressly permitted by these Terms of Service. You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder. Unless You have all requisite rights to submit and use Personal Information and other information (whether belonging to You, or any third party), You are not permitted to submit such information using the Services;
(ii) You are responsible for the user name and password for accessing Our Services (the “Log-In Information”). You must keep all Log-In Information strictly confidential. Log-In Information may not be shared or transferred. You are entirely responsible for maintaining the confidentiality of Your user name and password. You will be entirely responsible for any and all activities that occur under Your Account. You agree to notify Us immediately of any unauthorized use of Your Account or any other breach of security if You become aware of the same. We will not be liable for any loss that You may incur as a result of someone else using Your Account, either with or without Your knowledge;
(iii) We will consider the owner of an Account as the Person who has access to the e-mail address then listed in Our records for such Account. When establishing an Account, You promise to provide Us with accurate and complete information including Your full legal name, delivery address, state or province, area code or zip code, country, telephone number, and valid payment method particulars;
(iv) We have no obligation or responsibility with regard to Your use or management of Log-In Information. You agree that We may act in reliance, without investigation, upon any Log-In Information provided by You;
(v) Access to the Internet is Your sole responsibility and the responsibility of the Internet provider You select. We do not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment;
- Prohibited Use. You acknowledge and agree that any use, copying, modification, transmission, public display, enabling access to, or distribution of any of Our Publications other than as specifically permitted under this Agreement is expressly prohibited without Our prior written consent. Without limitation, You agree not to do any of the following, each of which constitutes an unauthorized use of the Services:
(a) attempt to gain unauthorized access to the Services, or to other accounts, computer systems, or networks connected to the Web Site hosting the Services, whether through hacking, password mining, or any other means;
(b) falsify or, without proper authorization by the legal owner thereof, delete any copyright management information, such as author attributions, legal, or other proper notices or proprietary designations, or labels of the origin or source of material contained in a Publication or other file that is downloaded by You as a subscriber to the Services;
(c) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;
(d) use the Institute’s name to market or sell any goods or services (including advertising or making offers to buy or sell goods or services or implying that We in any manner endorse or are associated with such goods and services), unless We have specifically, knowingly, and intentionally given our prior written and intentional signed consent for such activity;
(e) intentionally use the Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Web Site hosting the Services or any networks connected to such Web Site;
(f) unless expressly set forth otherwise in this Agreement, assign, copy, adapt, translate, create derivative works of, deliver, distribute (including by any frame protocol), transmit, lease, loan, enable access to, modify, pledge, rent, sell, sublicense, timeshare, or otherwise transfer, directly or indirectly, any Publication or any portion thereof or any rights thereto;
(g) resell, or act as a service bureau for, the Services or any component thereof;
(h) engage in any systematic extraction of data or data fields, including without limitation e-mail addresses from the Web Site or via the Services; or
(i) take any actions, whether intentional or unintentional, that may circumvent, disable, damage, or impair the Services’ control or security systems, or allow or assist a third party to do so.
- Proprietary Rights. Access to the Web Site and the Services are licensed by subscription, not sold, to You pursuant to, and solely for Your use under, these Terms of Service. The Institute retains all right, title, and interest relating to or embodied in the Web Site and the Services, including without limitation all intellectual property rights relating thereto. All graphics, logos, service names, domain names, trademarks, and trade names relating to the Web Site and the Services (collectively, the “Marks”) are the property of or licensed by the Institute. The Institute or its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Marks. You are prohibited from using any of the Marks. You acknowledge that (a) the Institute owns, controls, or licenses all rights, title, and interest in the Publications and all copyrights, trade secrets, trademarks, and other intellectual property rights relating thereto; (b) the Publications may contain valuable intellectual property rights of the Institute or its licensors; (c) the Institute does not grant to You any right or license, either express or implied, in the Services except as specified in these Terms of Service, and the Institute reserves all other rights; and (d) Your use of the Services will be subject to the restrictions set forth in these Terms of Service. Seymour Financial Resilience Index™ is a trademark used by the Institute under license. All other Marks are owned by the Institute.
Term, Renewal And Termination
8.(a) Term. The period of this Agreement will be as follows:
(I) Paid Use. If you have Subscribed to any of the Services using any paid version made available from time to time by Us (“Paid Use”), the Term will commence on 12:00 a.m. on the day following the day that We accept Your Subscription Order and continue until the last day of the ensuing 12-month subscription period (the “Initial Term”), in all cases subject to the terms of this Agreement.
(ii) Renewal. Prior to the end of a Term of Paid Use, We will notify You of the option to renew this Agreement on a paid basis, including the applicable fee for the ensuing 12-month subscription period (each, a “Renewal Term” and together with the Initial Term, called the “Term”). If You choose not to renew on this basis, this Agreement will terminate at 11:59 p.m. on the last day of the Term or Renewal Term, as the case may be. If You choose to renew this Agreement, each renewal will be subject to the terms of this Agreement.
(b) Methods of Termination.
(I) If you fail to accept an update or amendment of this Agreement as described in Section 26, this Agreement shall automatically terminate.
(ii) We may at any time prior to the end of the Term, by sending you a notice of termination to the email address included with your Log-In Information (which notice will be effective upon being sent by Us), or by other means permitted in Paragraph 16(a), terminate this Agreement and your access to the Web Site and the Services, if:
(A) You breach one or more provisions of Section 3 (Grant of License), Section 4 (Using the Services), or Section 5 (Prohibited Use); or
(B) You breach any other provision of this Agreement, and you do not cure such breach within seven calendar days of notice from Us describing the breach in reasonable detail; or
(C) We determine, in Our sole and absolute judgment, that terminating your access to the Web Site or the Services is advisable for security reasons, to protect Us from liability, or to maintain the continued normal and efficient operation, and a consistent quality, of the Web Site or the Services.
(iii) You may terminate this Agreement at any time, for any reason or no reason, by providing electronic notice to Us via the Web Site at least 24 hours prior to your Renewal Date or by sending a hard copy notice to Us that is received by Us at least two calendar days prior to your Renewal Date.
(c) Effect of Termination.
(i) Upon termination of this Agreement, you must immediately cease using the Web Site (except for browsing publicly-accessible areas) and the Services.
(ii) No refund shall be due to you from Us in the event of termination of this Agreement, for any reason, that occurs prior to the end of any Term except for any instance where You do not agree with any amended version of this Agreement then in effect, in which case, you will receive a proportional refund of the paid subscription fee for the unused annual portion of the remaining period of the Term.
- Payment. Payment for subscription to the Services will be by cheque or form of electronic money transfer. All fees and other charges must be paid in Canadian currency and exclude applicable taxes, duties and similar charges, which will be charged to and payable separately by You.
- Electronic Communications. The Web Site, the Application, and the Services are conducted and provided by Us electronically. You agree that We may communicate electronically with You with respect to any and all matters relating to the Services. The security of communications sent over the Internet (including by email) is subject to many factors outside of Our control. We do not guarantee the security or privacy of any such communications and will bear no liability for any damages to You or any third party as a result of any such communications.
- Downtime. While We strive to keep downtime to a minimum, from time to time the Services may be unavailable, whether due to periodic maintenance or otherwise.
- Links to Third Party Sites. The Web Site may provide links or references to third party websites, resources, and content not related to Us(collectively, the “Linked Sites”). The Linked Sites are provided by Us to You as a convenience and the inclusion of such links does not imply any endorsement by Us of any Linked Site. We have no control over the Linked Sites. Under no circumstances will We be responsible for any content, product, or service of any Linked Site. You acknowledge and agree that Your visits to any of the Linked Sites shall be made solely at Your own risk. You acknowledge and agree that We are not responsible for the contents of any Linked Site, any link contained in a Linked Site, or any changes or updates to a Linked Site. You further acknowledge and agree that We are not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
Financial Resilience Society cannot and does not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of lost date.
Warranty, Limitations, And Indemnification
- Warranty Disclaimer. we provide the services hereunder on an “as is,” “as available”, “with all faults” basis and to the fullest extent permitted by applicable law, without any warranty, representation, condition, or duty (if any) of any kind, express, implied, or statutory including, but not limited to, any implied warranties or conditions of merchantability, fitness for a particular purpose, of accuracy, of availability or compatibility, of workmanlike effort, or of non-negligent performance, title, non-infringement, any warranties, conditions, or obligations that might otherwise be considered to arise from trade usage, course of dealing, or course of performance, and any warranty, condition, or commitment of best execution.
The entire risk as to the quality and performance of the services and our performance is with the subscriber. there is no guarantee that the services, or our performance will meet your requirements, be error-free, or operate without interruption. the service is a business service, not products, the application of which is commercial rather than consumer-oriented in nature. in accepting this agreement, you recognize, to the maximum extent permitted by applicable law, that consumer protection laws do not apply to your use of the services nor to these terms of service.
We specifically do not represent or warrant that the Services (or any part, feature or Content thereof) are complete, accurate, of any certain quality, reliable, or secure in any way, suitable for or compatible with any of your contemplated activities, devices, operating systems, browsers, software, or tools (or that they will remain as such at any time), or comply with any laws applicable to you (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs, or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any Third Party Services) mentioned on or made available via our Services – so please be sure to verify those before using or otherwise engaging them.
- Limitation of Liability. independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision of this agreement, in no event will the aggregate liability of the institute, its directors, officers, employees, representatives, or agents to the subscriber (including liability to person or persons whose claim or claims are based on or derived from a right or rights claimed by the subscriber), with respect to any claims at any times arising from or related to (a) the use of the services or any part thereof, (b) any interruption or cessation of transmission to or from the services; (c) events beyond the reasonable control of the institute, including any internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms or extreme weather, earthquakes, explosions, acts of god, war, terrorism, pandemic, governmental actions, orders of courts, agencies, or tribunals, non-performance of third parties, unauthorized access to our system by a third party; or (d) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to access any of the services, in contract, tort (including negligence or breach of any duty), strict liability, statutory liability, or otherwise exceed the consideration paid by you to the institute under this agreement for the three month period (adjusted proportionately for an annual subscription) immediately prior to the event giving rise to the claim. in no event will the institute be liable to you for any direct, consequential, indirect, special, punitive, exemplary, or incidental damages, loss of goodwill, or business profits, regardless of the legal theory under which such damages are sought and even if we have been advised of the possibility of any such loss or damages. the foregoing limitation of liability and exclusion of certain damages will apply to the extent permitted by applicable law regardless of the success or effectiveness of other remedies.
you acknowledge and agree that these limitations of liability reflect an agreed allocation of risk and represent in part, the consideration for the services to you, absent which, the cost of the services would be much greater, and that such limitations will apply even if we have been advised of the possibility of such losses or liabilities.
- Indemnification. You agree to indemnify, defend, and hold harmless the Institute, and its directors, officers, shareholders, employees, representatives, agents, successors, and assigns, (collectively, the “Indemnified Parties”), from and against any and all Claims or Costs, whether direct, incidental, indirect, consequential, or special in nature, including reasonable legal fees, expert witnesses, liabilities, obligations, damages, costs, and other expenses (collectively, “Costs”) incurred in the investigation and defense of any claim (as hereinafter defined) based on any claim, demand, proceeding, suit, or action (collectively, “Claims” and each a “Claim”) to which any Indemnified Party may become subject resulting from or arising out of or in connection with any breach of the Agreement by You or the use by You of the Services or any part thereof.
Without limiting the foregoing, the indemnification provisions set forth above in this Section 15 include any and all Claims or Costs arising out of or related to: (a) use of or access to the Services by You or by any Person using Your Log-In Information (whether or not such use is authorized by You); (b) any actual or alleged violation by You or by any Person using your Log-In Information (whether or not such use is authorized by You) of these Terms of Service or applicable law; (c) any actual or alleged infringement or violation by You or by any Person using your Log-In Information (whether or not such use is authorized by You) of any copyright, trademark, trade secret, confidential information, or other intellectual property, proprietary, privacy, or other right of any Person; (d) any Claims or allegations for product liability, unsuitability, or lack of fitness for a particular purpose; or (e) Your negligence or wilful misconduct.
- Notice. You and the Institute will provide any required communication under this Agreement to each other as follows:
(a) Notice to You. Notice shall be sent to You either (i) via electronic means to the email address associated with Your Account and shall be deemed delivered when sent by Us, or (ii) by hard copy regular mail to the delivery address contained in your Log-In Information, if any, and shall be deemed delivered ten calendar days after mailing.
(b) Notice to Us. Notice shall be sent to Us either (i) via regular mail, registered, signature required and return receipt requested, or (ii) via overnight courier with delivery signature required, in either case addressed to Our delivery address at 883 Heritage Boulevard, North Vancouver, B.C., Canada V7J 3G6. Any notice sent by you shall be deemed delivered when actually received and, if applicable, signed for by an authorized representative of the Institute.
- Survival. Paragraph 8(c) and Sections 5, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, 25, 28, 29, 30, and 31 will survive any cancellation, termination, expiration, or suspension of this Agreement.
- Reservation of Rights. We reserve all rights not expressly granted in this Agreement.
- Invalidity. Each provision of this Agreement is declared to be a separate and distinct promise and to be separable from all other such separate and distinct promises. If any promise, provision or part thereof is determined by a court of competent jurisdiction or other constituted legal authority to be void, unenforceable or unreasonable in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other promise or provision in this Agreement or any part thereof and the said court or other constituted legal authority will have the authority to limit such promise or provision as it deems proper to most closely match the intent of the original provision and the remainder of the Agreement will continue in full force and effect.
- No Waiver. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision unless expressly agreed to by Us in a non-electronic writing manually signed by a duly authorized officer of the Institute.
- Force Majeure. We will not be liable for any non-performance or delay in performance caused by any event reasonably beyond Our control including without limitation, any accident, act of God, the activities of hackers, civil commotion, earthquake, embargo, epidemic, explosion, fire, flood, extreme weather condition, force of nature, hostilities, act of terrorism, health pandemic, malicious conduct, national emergency, revolution, riot or war, service outage resulting from equipment or software or telecommunications failure, power failure, network failure, or failure of third party service provider (including provider of internet services and telecommunications).
- Assignment. You may not assign this Agreement, or any rights or obligations hereunder, whether by contract, operation of law or otherwise, without the prior written consent of the Institute. This Agreement may be assigned by Us without notice to or consent from You and upon any such assignment We will be relieved of all obligations hereunder.
- Privity. Nothing in this Agreement shall render or be interpreted to constitute either Us or the Subscriber as the employee, partner, or agent acting for or on behalf of the other party. This Agreement is intended for the sole benefit of the Institute and the Subscriber. No other Person will be entitled to claim the benefit of this Agreement, enforce the terms of this Agreement, or make any claim for damages as a result of the performance or non-performance of this Agreement.
- Admissibility. A printed version of this Agreement and of any notice given to You in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- Modification to Terms. We reserve the right to modify these Terms of Service or Our policies relating to the Services at any time, effective upon posting of an updated version of these Terms of Service on the Web Site. You are responsible for regularly reviewing these Terms of Service and updates to the same. Your continued use of the Services after any such changes will constitute consent to such changes.
- Headings & Gender. The headings to, and the division of these Terms of Service into Sections, Subsections, Paragraphs, and Subparagraphs are for ease of reference only and will not in any way affect or be used in interpreting any of the provisions of this Agreement. Unless the context otherwise requires, a reference to a Section, Subsection, Paragraph, Subparagraph or Schedule by number or letter is a reference to the appropriate Section, Subsection, Paragraph, Subparagraph or Schedule in this Agreement. The singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a corporate entity.
- Exclusion of CISG. The application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of the transactions contemplated by this Agreement and the same is hereby strictly excluded. For greater certainty, this Agreement will be interpreted as a contract for services.
- Governing Law. This Agreement will be exclusively governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and Canada as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine.
- Mediation. Any and all disputes, controversy or claims arising out of or in connection with this Agreement or the breach thereof, including any question regarding its existence, validity, performance, or termination and any tort or other common law or statutory claim arising out of or relating to its negotiation, execution, or performance (collectively, the “Dispute”), will be first subject to non-binding mediation in an effort to resolve any such Dispute by participating in a structured negotiation conference with a mediator under the Commercial Mediation Rules of the British Columbia International Commercial Arbitration Centre. The mediation will be held in Vancouver, British Columbia, Canada. The parties agree to use best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. All aspects of the mediation will be treated as confidential. The costs of the mediator will be paid by Us and We will appoint the mediator. The mediation may, at the option of the Institute or You, occur by videoconference transmission. The party electing to participate in the mediation by videoconference will be responsible for paying the costs of one mediator who must attend and participate in the mediation at the videoconference facility selected by the party engaging such person.
- Legal Proceedings. If the Dispute cannot be settled within 30 calendar days after the mediator has been appointed, or such other period agreed to in writing by the parties, then the Dispute will be subject to the exclusive jurisdiction of and determined by the courts of the Province of British Columbia situate in Vancouver, British Columbia, Canada. The Subscriber waives any right to object to venue or jurisdiction based on an inconvenient forum or for any other reason.
Questions, comments and requests regarding these Terms of Service are welcomed and should be addressed to firstname.lastname@example.org or mailed to the following address:
Financial Resilience Society
883 Heritage Boulevard
Canada V7J 3G6