National Leasing Interactive User Agreement
CWB NATIONAL LEASING VENDOR PORTAL USER AGREEMENT
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING “I ACCEPT” (OR SIMILAR BUTTON) TO ACCESS AND USE CWB NATIONAL LEASING VENDOR PORTAL (THE “WEB APP”).
BY CLICKING “I ACCEPT” AND THEREBY ACCESSING THE WEB APP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS AND YOU REPRESENT AND WARRANT THAT YOU ARE OF THE APPROPRIATE LEGAL AGE AND FULL AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ORGANIZATION (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND REFERENCES TO “YOU” HEREIN REFER TO YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.
IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CWB NATIONAL LEASING WILL NOT GRANT YOU A LICENCE IN RESPECT OF THE WEB APP AND YOU MUST NOT ACCESS OR USE THE WEB APP.
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND CWB NATIONAL LEASING INC. (“CWB NATIONAL LEASING”) LOCATED AT 1525 BUFFALO PLACE, WINNIPEG, MANITOBA, R3T 1L9.
1. WEB APP LICENCE
1.1 Grant of Licence. Subject to all terms and conditions in this Agreement, CWB National Leasing grants you a nonexclusive, nontransferable, nonsublicensable right and license to access and use the Web App for lawful business purposes and you hereby acknowledge and agree that the Webb App is licensed, not sold, to you.
1.2 Propriety Rights. Except for the limited rights and licence expressly granted hereunder, no other licence is granted, no other use is permitted and CWB National Leasing shall retain all right, title and interest in and to the Web App (and all patent rights, copyright rights, trade secret rights, trademarks and all other intellectual property and proprietary rights embodied therein, if any).
1.3 Use.
1.3.1 Calculator, Quotes, Leases and Customer services. You acknowledge that the Calculator, Quotes, Leases and Customer services of the Web App are to be used for informational purposes only and the content or material, including any quotes, displayed on, accessible through or generated by these services of the Web App shall not constitute an offer to provide leasing or financial services.
1.3.2 Application services. You shall only use the Application services in connection with legitimate and bona fide financing requests that are neither illegal nor fraudulent. When you receive your customer’s request for financing, you will use your best efforts to verify that the information provided is true, complete and accurate. You will enter your customer’s credit information into the Application services of the Web App in the required format and submit the credit application through the Web App to CWB National Leasing for a credit decision. The decision to approve or reject a credit application for financing shall be at CWB National Leasing’s discretion. National Leasing is not obligated to provide reasons for its credit decisions. To obtain information on CWB National Leasing’s service standards, please visit https://www.cwbnationalleasing.com/en/understand-leasing/service-standards. All credit approvals issued by CWB National Leasing are valid from the date of the credit approval to the expiry date stated in the credit approval, unless the credit approval is withdrawn by CWB National Leasing in writing. CWB National Leasing may withdraw a credit approval, on written notice, prior to a financing transaction being funded, if CWB National Leasing becomes aware of an omission or misrepresentation in the credit application or there is a material adverse change in your customer or its business. If CWB National Leasing withdraws a credit approval, CWB National Leasing is not obligated to purchase the equipment identified in the credit approval or to complete the financing transaction.
1.4 Restrictions. You shall not (a) use the Web App primarily for personal, family or household purposes, (b) permit any other person to access or use the Web App or your account therewith, (c) modify, alter, amend, replace, revise, edit, change or supplement all or any part of any content or material, including any quotes, displayed on, accessible through or generated by the Web App, (d) use the Web App to create any software or apps that is similar to the Web App, (e) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Webb App (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (f) lease, rent, loan, sublicense or transfer your access to the Web App, (g) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify the Webb App, (h) upload any file containing viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs into the Web App or use the Web App to store or transmit any such file, (i) interfere with or disrupt the integrity or performance of the Web App, or (j) permit any third party to engage in any of the foregoing prohibited acts.
1.5 Unauthorized Use. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Web App, and notify CWB National Leasing promptly of any such unauthorized access or use.
1.6 Limitations of Web App. The Web App relies on or interoperates with third party products and services. These third party products and services are beyond CWB National Leasing’s control, but their operation may impact or be impacted by the use and reliability of the Web App. You acknowledge and agree that: (a) the use and availability of the Web App is dependent on third party product vendors and service providers, (b) these third party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the Web App operates.
1.7 Connectivity. You are solely responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access, or otherwise use the Web App, which may include computers or other devices, operating systems, web browsers, payment of third-party fees (such as Internet service provider fees or airtime charges).
1.8 Privacy Requirement. To the extent that any data entered by You into the Web App contains third party information with respect to which Canadian privacy legislation as amended from time to time (“Privacy Laws”) is applicable, you hereby covenant and agree that you shall comply with all duties and obligations as set out in and which arise from all applicable Privacy Laws, obtain the consent of each third party to the collection, use and disclosure of any such information by you or CWB National Leasing to enable you or CWB National Leasing to provide leasing and financial services to such third party prior to such collection, use and disclosure of such information, and shall make all reasonable efforts to assist CWB National Leasing in complying with CWB National Leasing’s duties and obligations as set out in and which arise from the Privacy Laws as they may relate to this Agreement.
1.9 Modification or Discontinuation of Web App. CWB National Leasing may, in its sole discretion and without notice or liability to you, modify or discontinue the Web App.
2. WARRANTY DISCLAIMER
The Web App is provided “as is” without warranty of any kind. CWB National Leasing does not warrant that the Web App will meet your requirements or that it will be uninterrupted or error-free. To the fullest extent permitted by law, CWB National Leasing hereby disclaims all other warranties, whether exress or implied, oral or written, with respect to the Web App including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or provided by the Web App or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade. CWB National Leasing does not warrant that the Web App is secure, free from bugs, viruses, worms, time bombs, Trojan horses (and other harmful or malicious code, files, scripts, agents, or program), interruption, errors, theft or destruction.
3. INFRINGEMENT
If a third party initiates a formal claim or action against you, claiming that the Web App directly infringes any copyrights or misappropriates any trade secrets, CWB National Leasing will pay the costs and damages that a court (having final jurisdiction) awards against you in the claim or action, to the extent that the costs and damages directly relate to the claim or action. Alternatively, CWB National Leasing will pay the costs and damages that CWB National Leasing agrees to in a written settlement of the claim or action. CWB National Leasing’s obligations under this Section apply only if you (a) promptly notifies CWB National Leasing of the claim or action in writing, (b) allow CWB National Leasing to control the defense of the claim or action and any related settlement negotiations and (c) cooperate with CWB National Leasing and, at CWB National Leasing’s request and expense, assist CWB National Leasing in the defense or settlement of the claim or action. Also, CWB National Leasing’s obligations under this Section do not apply to any infringement claim based upon: (i) any use of the Web App not in accordance with this Agreement; (ii) any use of the Web App in combination with other products, equipment, software, or data that CWB National Leasing does not supply; or (iii) any modification of the Web App by any person other than CWB National Leasing. This Section states CWB National Leasing’s entire liability and your sole and exclusive remedy for infringement claims or actions.
4. LIMITATION OF LIABILITY
In no event shall CWB National Leasing be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise) for any (a) matter beyond its reasonable control, (b) damages and losses relating to the use of the Web App other than in accordance with this Agreement, (c) damages relating to corruption, security, loss or theft of data, viruses, spyware, worms, time bombs, Trojan horses (and other harmful or malicious codes, files, scripts, agents or programs, (d) damages and losses arising from the modification, alteration or addition to or discontinuation of the Web App, (e) damages and losses caused by defects, problems or failures in respect of any of your network or internet service, (f) loss or interruption of use or cost of procuring substitute technology or services, or (g) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits or goodwill, even if CWB National Leasing has been advised of the possibility of such damages. These limitations are independent from all other provisions of this Agreement and shall apply notwithstanding the failure of any remedy provided herein.
5. TERM AND TERMINATION
5.1 Term. This Agreement shall commence on the date the terms hereof are accepted by you and shall continue in effect until terminated as provided herein.
5.2 Termination. Either party hereto may terminate this Agreement at any time upon written notice to the other party. Furthermore, this Agreement shall automatically terminate without further action by any party, immediately (a) upon failure by you in the observance or performance in any material manner of your covenants or obligations contained in this Agreement, or (b) if any representation or warranty made by you in this Agreement proves to be false or incorrect in any material respect when made.
5.3 Effects of Termination. Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination and any remedies for breach of this Agreement shall survive any termination, and (b) the provisions of Sections 1.2 (Propriety Rights), 1.4 (Restrictions), 2 (Warranty Disclaimer), 4 (Limitation of Liability), this Section 5.3 (Effects of Termination) and 6 (General Provisions) shall survive.
6. GENERAL PROVISIONS
6.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any prior negotiations, understandings or agreements (oral or written), between the parties hereto about the subject matter of this Agreement. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
6.2 Amendment. CWB National Leasing reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on www.cwbnationalleasing.com, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. We encourage you to review the published Agreement from time to time to make yourself aware of changes. Material changes to these terms will be effective upon the earlier of (i) your first use of the Web App with actual knowledge of such change, or (ii) 30 days from publishing the amended Agreement on www.cwbnationalleasing.com. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.cwbnationalleasing.com, the most current version will prevail. Your use of the Web App after the amended Agreement becomes effective constitutes your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then it is your responsibility to terminate this Agreement pursuant to Section 5.
6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of MB and the laws of Canada applicable therein without regard to their conflicts of laws provisions.
6.4 Remedies. Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. You agree that, in the event of any breach or threatened breach of Section 1.4 (Restrictions), CWB National Leasing will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, CWB National Leasing shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.
6.5 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile or email, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested. Notices shall be delivered to the address specified by you when upon accessing or registering your Web App account, or to the address above for CWB National Leasing, as the case may be, or at such other address designated in a subsequent notice.
6.6 Assignment. This Agreement and the rights and obligations hereunder are personal to you, and may not be assigned or otherwise transferred, in whole or in part, without CWB National Leasing’s prior written consent. Any attempt to do otherwise shall be void and of no effect. CWB National Leasing may assign this Agreement to any third party without your consent.
6.7 Enurement. This Agreement shall be binding upon, and enure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.