|“Administrator”||means an individual that is identified as such within Unity;|
|“Account Holder”||means the person, law firm or other entity ultimately responsible for a Unity account;|
|“Business Day”||means any day of the year, other than a Saturday, Sunday or statutory holidays in Ontario;|
|“Contact Details”||means all names, addresses, phone numbers, fax numbers, emails and other business contact details uploaded to Unity by the Account Holder or its Administrator or Users;|
|“Content”||means all data, information, materials and documents that the Account Holder or its Administrator or users upload to Unity, but does not include Contact Details;|
|“Credentials”||means user id, password, security questions and security answers;|
|“Dye & Durham Corporation”||means Dye & Durham and its affiliates and their respective suppliers, directors, officers, employees, contractors, agents and representatives;|
|“Materials”||means all data, information, materials, templates and documents on Unity, including Contact Details, but excluding your Content;|
|“Professionals Database”||means the database of business contact information pertaining to professionals available through Unity and populated with Contact Details provided by users of Unity, including by Account Holder or its Administrator or Users; and|
|“User”||refers to an individual who accesses Unity services under the Account Holder’s account.|
2.3. We will use reasonable efforts to ensure that Unity is available 24x7x365 except during maintenance window periods as required from time to time. We will use reasonable efforts to provide you with notice of planned maintenance activities in advance. We will use commercially reasonable efforts to schedule Unity maintenance for weekends and other off-peak hours. If we feel your use of Unity is exceeding reasonable storage, bandwidth, access or other such limits, we reserve the right to cap your usage of Unity to reasonable limits.
2.4. The planned maintenance windows for Unity are: (i) Monday to Thursday 10pm to 6am ET and (ii) Friday 10 pm to Monday 6am and (iii) statutory holidays. Emergency and unplanned urgent maintenance activities will be performed as and when needed; provided that we will use reasonable efforts to provide you with advance notice of such maintenance and schedule such maintenance in a manner to minimize the impact to Unity when required to be performed outside of the planned maintenance windows. Notwithstanding the foregoing, we make no warranties as to the availability of Unity or that all Unity related issues will be resolved.
2.5. There may be links within Unity which will enable you to leave Unity and connect directly to third party sites. We are providing these links only as a convenience. These linked sites are entirely independent of Unity, and shall not be construed as any reflection on, any affiliation with, approval of, or endorsement by us of any such site or entity, or its respective information, publications, products or services. We will not be responsible for the contents of any site linked to Unity or for any link contained in a linked site. When linking to a third party site, you are leaving the privacy coverage of Unity and are subject to the privacy coverage of the third party site. We do not guarantee that the third party website privacy statement is the same or contains the same privacy statement as Unity.
2.7. You are solely responsible, at your expense, for acquiring, maintaining and updating all equipment, computers, software and communication services that are required to access and use the Services.
3.1. We have implemented and will maintain and follow appropriate physical, technical and organizational measures intended to protect your Content against accidental, unauthorized or unlawful access or disclosure, including without limitation, operational security, encryption, access control, identity management, threat management, logging and network security. Your Content will only be made available to those limited people at Dye & Durham or its affiliates that need access in relation to the Limited Purpose (defined in Section 8.6). We will promptly notify you of any security incidents involving your Content. Except for Content generated, stored and/or shared using third party features (which shall be governed by such third party’s terms and conditions as set out in Section 2.6), your Content will be stored and backed-up at data centres located in Canada. Content we share with third party providers that offer features and services by way of Unity may be stored outside of Canada by such third party providers and will be subject to such third party’s security and privacy policies once in their possession and we encourage you to review such policies to ensure you are comfortable with their contents prior to using such features and services. Any information we collect by way of the Unity will be done using a valid Secure Socket Layer certificate from a reputable source. All payment card information transmitted, processed or stored by way of Unity will be in accordance with the Payment Card Industry Data Security Standard.
3.2. While we are committed to protecting the security of Unity, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Account Holders, Administrators and Users are responsible for implementing adequate firewall, password and other security measures to protect their respective systems, data and applications from unwanted intrusion, whether over the internet or by other means. You agree not to attempt to violate the security of Unity, including without limitation, (i) by attempting to log into an account which you are not authorized to access; or (ii) by attempting to interfere with the Services and Unity through means of a virus, by overloading a server or by any other means.
4. Term and Termination:
- (a) either party in its own discretion by giving the other party at least ten (10) business days’ notice (the “Termination Notice); or
- (b) by us where:
- (iii) you become bankrupt or insolvent, make an assignment for the benefit of its creditors, or where a receiver is appointed under any instrument or over any assets of, or an order is made or resolution passed for your winding up;
- (iv) your permission to use Unity has been suspended under Section 4 and has not been reinstated within 180 days following the suspension;
- (v) you die or become incompetent; or
- (vi) we cease to provide the Services.
4.3 Upon issuance or receipt of a Termination Notice, Dye & Durham shall calculate the balance of the Account Holder’s payment account and determine in a report (the “Accounts Summary”), a return of funds (if any) or balance owing by the Account Holder. Any such payments or refunds shall be made within 10 days from receipt of the Accounts Summary.
5.1. In order to use Unity, the Account Holder must first set up an account by providing us with accurate and complete registration information and designating an Administrator. The Administrator is responsible for:
(a) adding, changing and deleting the list of Users authorized to use an account; and
5.2. Each Administrator and User must have separate Credentials. Each Administrator and User agrees:
(a) to designate its own Credentials;
(b) to safeguard against disclosure and not disclose their Credentials to anyone else;
(c) not to use Credentials which have not been specifically assigned to you;
(d) be responsible for all activity under its Credentials;
(e) to immediately de-activate any Credentials for Users that are no longer permitted to access the Services (e.g. termination of employment); and
(f) to notify us immediately if you become aware or suspect that your Credentials have been compromised.
5.3. The Account Holder agrees it is ultimately responsible for all activity under Administrator and User Credentials and agrees to notify us immediately upon becoming aware or suspects that any Credentials have been compromised.
5.5. In order to use Unity, each User is required to provide a trusted cell phone number (“Trusted Cell Number”) for User identity validation purposes. Dye & Durham will not use a Trusted Cell Number for any purpose other than as part of Unity authentication processes.
6. Fees and Invoicing
6.1. Fees will apply in order to initiate certain files (including searches and purchase, sale, and mortgage transactions) or to create certain records (including estate, will, or corporate records) using Unity (each a “Transaction”) and are the responsibility of the Account Holder. These fees are subject to change from time to time at our discretion.
6.3. You will only use each file or record in relation to the single transaction or entity for which it was originally purchased. You are required to create a new Transaction for each search and purchase, sale, mortgage transaction, or similar transaction and a new record for each estate, will or corporate record processed using Unity. Users that do not abide by this condition are subject to having their access to Unity suspended or terminated immediately by us.
6.4. Depending on the Service Feature, you may pay for fees in advance, by pre-loading your Unity account using your credit card, or monthly in arrears. Where payment is made monthly in arrears, you will receive an invoice from us at the end of the applicable monthly payment period. You agree to pay the fees within 30 days from the date of invoice. Any fees not fully paid within 30 days shall accrue interest at the lower of 18% per annum (1.5% per month) and the highest rate of interest provided by and allowed by applicable law, until paid in full.
7. Requirements and Restrictions
7.1. For the Term, you are granted a non-exclusive right to use access and use Unity, including the Materials for internal use only for the purpose of providing services to your or the Account Holder’s clients.
(c) comply with all obligations or restrictions: (i) regarding the use of Unity as we may communicate from time to time; and (ii) imposed by third party solution providers that may be applicable to your use of the Services.
7.4. We reserve the right to charge, upon notice to you, for Content storage that exceeds specified storage limits. You will be notified of the potential for any such increased storage costs in advance and will be given the opportunity to bring your usage within specified storage limits or elect to pay the increase Content storage fees.
7.5. For the Term, you are granted a non-exclusive right to use access and use Unity, including the Materials for internal use only for the purpose of providing services to your or the Account Holder’s clients.
7.6. Educational Use. Where the Account Holder is a Dye & Durham approved educational institution (“Educational Institution”), the following additional or alternative terms and conditions shall also be applicable:
(a) The Account Holder acknowledges and agrees that the instance of Unity of provided for use will be a training version and, as such, may have more limited Service Features than other instances of Unity.
(b) The Account Holder is responsible for setting up an Administrator by contacting us. The Account Holder must contact us to update or change its Administrator. The Account Holder’s Administrator shall be responsible: (i) for setting up and managing all Users; (ii) suspending any Administrator or instructor-type User who fails to certify or re-certify as required; (iii) suspend all student-type User who ceases to be a student; and (iv) suspend all student-type Users at the end of each semester.
(c) Users under the Account Holder’s account shall consist of students registered with or engaged by the Educational Institution.
(d) The Account Holder’s Administrator and instructor-type Users must successful complete certified training before being provided access to Unity and re-certify annually to be permitted to retain such access.
(e) Dye & Durham customer support will only provide technical support to instructor-type Users. We will not provide technical support to students-type Users. Instructor-type Users are responsible for providing all required support to student-type Users.
(f) The Account Holder, the Administrator and the Users acknowledge and agree that “internal use purposes” as
(g) referenced in Section 7.1 shall consist of internal educational purposes only. No monetary, commercial or other use of Unity or its Materials is permitted. The Account Holder is responsible for advising and binding in writing its Administrator and Users of the use rights and restrictions applicable to Unity and taking reasonable measures to ensure their compliance with such rights and restrictions.
8.1. You are responsible for the verification of the contents, accuracy and quality of any Content uploaded to Unity and its fitness for its intended purpose. You acknowledge that we shall have no liability to the Account Holder, an Administrator, a User, a client or any third party with respect to any damages resulting from inaccurate Materials or Content. Although we try to ensure that Unity, the Materials and Professionals Database are accurate, you agree that we have no liability for the accuracy, completeness, quality or correctness of Unity, the Materials or the Professionals Database.
8.2. The User is responsible for creating and retaining any backup copies of Content as the User may require. You agree that we reserve the right to remove (or have removed) from its servers any Content which it believes, in its sole discretion, may damage any member of the Do Process Group or expose any member of the Do Process Group to liability, and you authorize us and our authorized representatives to effect such removal and consent to such removal. You agree that we shall not be liable for, and waive any claim arising from, any such Content removal.
8.3. Upon request, we shall either provide you with a copy of the Content stored using the Services or allow you to access and download such Content in a commonly used machine readable form. Depending on the nature and volume of the request, additional fees may apply, to be charged on a time and materials basis.
8.4. You represent and warrant:
(a) You have obtained meaningful consent from the applicable individual or entity for the collection, use and disclosure of Content consisting of personal information as defined in applicable Canadian and provincial privacy laws;
(b) Content does not and will not infringe any copyright, patent, trade-mark, trade secret or other proprietary rights or rights of publicity or privacy;
(c) Content does not and will not violate any law, statute, ordinance or regulation;
(d) Content is not, and will not be, defamatory, trade libelous, obscene or pornographic; and
(e) Content has been are subjected to firewalls, password and other industry appropriate security measures to limit viruses and other harmful or deleterious programming routines.
8.5. We strongly discourage you from including any credit card details or other highly confidential information in the Content and strongly advise you exclude or redact such information. You agree to indemnify the Do Process Group in respect of any third party claims relating to any Content, except where those claims arise due to our gross negligence or intentionally wrongful conduct.
8.6. You grant us and our affiliates the right to store your Content and use it to provide you with Services and support of those Services (the “Limited Purpose”). Except as required by law, unless if receives your written permission, Dye & Durham will not use your Content other than as necessary to achieve the Limited Purpose.
8.7. We shall not disclose the Content to any person except to its and its affiliates’ employees, contractors and agents (the “Representatives”) having both a need to know to accomplish the Limited Purpose and an obligation of confidentiality. The foregoing obligation of confidentiality and restrictions on use hereunder shall not apply to Content: (a) known to Dye & Durham before receipt from the Licensee, without a duty of confidentiality; (b) generally available to the public (or becomes so), unless due to our breach; (c) received by us from a third party without a duty of confidentiality; or (d) is independently developed by or for us without any use of the Content.
8.10. Notwithstanding anything to the contrary in this Section 8, you acknowledge and agree that we have the right generate and utilize anonymized and aggregated data related to the transactions conducted and facilitated through Unity (“Aggregated Data”) and that we shall own all right, title and interest in such Aggregated Data. We use Aggregated Data for business related activities, including business analysis, support and analytics. We shall ensure that its obligations of confidence and compliance with its commitments to privacy are maintained in its creation and use of Aggregated Data.
9. Applicable Laws
9.1. You are responsible for compliance with local laws to the extent they are applicable and you agree to comply with all applicable laws with respect to your use of Unity. You acknowledge you are responsible for ensuring your use of Unity and any Materials complies with applicable laws, including Canadian privacy laws and Canada’s Anti-Spam Law (“CASL”), as it may be amended from time to time, and with any other applicable rules and regulations of the Canadian Radio-television and Telecommunications Commission and any similar or replacement body with authority to administer and enforce CASL.
9.2. Each party shall:
(a) reasonably cooperate with the other party in order to assist such party in complying with its obligations under applicable law; and
9.3. Personal information that forms part of the Content will be stored by us in an encrypted manner and treated in accordance with all applicable Canadian and provincial privacy laws.
10. Professionals Database
10.1. The Service provides access to the Professionals Database, which is populated with Contact Details from users of the Unity platform. Users have the ability and obligation to maintain their current and correct Contact Details through the Services. When a lawyer inputs third party Contact Details, such details are added to the Professionals Database. If we determine that any Contact Details not up to date, we reserve the right to update such Contact Details. You must only include publically available business contact information in the Contact Details added into the Professionals Database and represent and warrant that you shall not include any personally identifiable information into the Professionals Database that is not business contact information.
10.2. Through Unity, Users can update their own Contact Details or suggest changes to the Contact Details of other lawyers in the Lawyer’s Database. Users agree to always keep their own Contact Details accurate and up to date in the Professionals Database.
10.3. You agree that if you upload any Contact Details to Unity, you represent and agree that you have the right to do so and that we may make those Contact Details available to other users of Unity. For clarity, contact information of clients or non-lawyers shall not be published or shared with users of Unity by us.
11. Intellectual Property
11.3. You agree that if you send us suggestions, ideas or other information regarding Unity or the Materials we are entitled to unrestricted use of the feedback for any purpose whatsoever, without compensation to you.
11.4. As between the parties, you retain all right, title and interest in and to the Content, other than the rights specifically granted to us herein.
11.5. The parties will each obtain all licences, authorizations, approvals and certifications necessary to provide and receive the Services, as applicable, in compliance with all Applicable Laws, and will pay all expenses as are necessary for it to do so.
12.2. You agree you will not use Unity in any application or situation where Unity’s failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”) and you agree to indemnify the Do Process Group from any third-party claim arising out of your use of Unity in connection with any High Risk Use.
15. Privacy and Usage
16.3. Neither you nor us shall be liable in damages for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of related services or other necessary licenses), wars, terrorist actions, natural disaster, labour disruptions, insurrections or any other cause beyond the reasonable control of the party whose performance is affected.
Service Features and Applicable Terms
1. Additional terms and conditions applicable to Teranet Connect Service Feature
a. You represent and warrant that you will only use Teranet Connect and the information, reports and other content (“Information”) you receive therefrom for your or the Account Holder’s own internal business purposes directly related to searches related to Ontario real estate transactions, including without limitation, disposition or acquisition of real estate in Ontario, and/or the preparation of any documents in connection with such a disposition, acquisition or transaction, and for no other purpose whatsoever.
f. You acknowledge and agree that the Information contains data from POLARIS, which data is the property of the Province of Ontario and you do not acquire any right hereunder to modify or change said data in any way and all intellectual property rights in or to the content are and shall remain the sole and exclusive property of the Province of Ontario, Teranet or the applicable lawful third party owners.
g. You acknowledge and agree that the Province of Ontario shall not be liable in any manner to you for any loss of revenue or profit or savings, lost or damaged data, or other commercial or economic loss or any direct or indirect or incidental, special or consequential damages whatsoever even if the Province of Ontario has been advised of the possibility of such damages, or for claims of any nature by a third party. This Section shall apply whether or not the liability results from a breach of a fundamental term or condition or a fundamental breach. It is acknowledged that this Section is included for the benefit of and can be relied on by the Province of Ontario.
h. You agree you shall comply with all applicable laws and regulations relating to Teranet Connect and, the databases and content accessed via Teranet Connect, including, without limitation, any laws relating to privacy, export or the use of POLARIS data as information obtained from the public and collected by the Province of Ontario and Teranet through its operation of the land registration system in the Province of Ontario.
2. Additional terms and conditions applicable to UnityPI
(a) UnityPI is an online mobile application for statistics compilation and workflow and file tracking, accessible at unity.doprocess.com/pi, which you may access and use as part of your use of Unity (“UnityPI”).
3. Additional terms and conditions applicable to UnityC
(a) UnityC is an online service that allows current and potential clients and other third parties (“Transaction Participants”) to share data, information, materials and documents (“Transaction Participant Materials”) with you and you to share Content and Transaction Participant Materials with Transaction Participants (“UnityC”).
(c) You acknowledge that in order to use UnityC, Transaction Participants must first set up an account by providing us with the required registration information and designating a user id and password (“Transaction Participant Credentials”) and that if we determine or reasonably suspect that Transaction Participant Credentials have been compromise, we reserve the right to suspend such Transaction Participant Credentials which will prevent such Transaction Participant from accessing UnityC.
(d) We reserve the right to remove Content and Transaction Participant Materials uploaded to UnityC pursuant to Section 8.2 of the Unity Terms and Conditions.