Legal

IMPORTANT - PLEASE READ THESE TERMS OF USE CAREFULLY AS YOUR USE OF THIS WEB SITE IS GOVERNED BY THESE TERMS OF USE.

ACL Services Ltd. ("ACL") provides information, newsletters, software (including scripts), multimedia clips, forms (collectively, the "Materials") and the User Forum, Internet links, technical support, training and other services (collectively, the "Services") on this web site for your use, subject to the following terms ("Terms of Use"). By accessing this web site you are agreeing to the Terms of Use.

If you breach the Terms of Use, your authorization to use this web site is automatically terminated and you must destroy all Materials that you have obtained from this web site, whether copied, downloaded, printed or otherwise.

ACL reserves the right to amend these Terms of Use at any time. Your use of this web site and all Materials and Services accessed through this web site are governed by the Terms of Use as posted at the time you access this web site.

User ID and Password
Some parts of this web site, such as the ACL Support Center are User ID and password controlled. You agree to register using accurate, complete and current information. You further agree that you will not allow any other person or entity to use your User ID and password to gain access to any restricted parts of the website and you will notify ACL if you become aware of any unauthorized use of your User ID and password.

Copyright
The contents of this site, including, but not limited to, all text, HTML code, Java code, multimedia clips, images, graphics, icons, software and all other Materials on this web site are protected by copyright, trademark and other intellectual property laws of Canada, the United States, and international treaties. ACL either owns or has obtained the rights to use such content on the web site.

Trademarks
Trademarks on this web site may not be used except with the express written permission of the owner.

ACL, the ACL logo, Take Command!, Global Audit Publications, Adding Value with Proven Audit Solutions, Proven Audit Solutions, Audit Command Language and the ACL logo with the text "Data you can trust. Results you can see." are trademarks or registered trademarks of ACL Services Ltd. Direct Link is a trademark of ACL International Inc.

Microsoft, Windows, Windows NT and Windows Server are registered trademarks of Microsoft Corporation. AIX, OS/390 and OS/400 are registered trademarks of IBM Corporation. SAP, R/3 and R/2 are registered trademarks of SAP AG. Linux is a registered trademark of Linus Torvalds. All other trademarks are the property of their respective owners.

Use of Website
ACL grants you a non-assignable and non-transferable limited license to access and use (display, print, download) the Materials and Services for your personal, non-commercial use. You must retain all copyright notices (such as, "©2007 ACL Services Ltd. All Rights Reserved."), trademark notices and other proprietary notices that are contained in the original Materials. You are not permitted to copy, modify, reproduce, sell, rent, lease, loan, distribute, or otherwise dispose of, deal with or use the applicable Materials or Services for any public purpose or for any commercial gain.

Parts of this web site are available only to registered users and subject to payment and other agreements. You agree not to attempt access to these parts of the web site without complying with all terms of such agreements. If you are authorized to access a part of this web site for a certain time period, then the license to use the Materials and Services will terminate upon the expiration of the applicable time period.

Software License Agreements Incorporated in Terms of Use
All software that are accessed from this web site are governed by written or electronic software license agreements (“SLAs”). The terms of such SLAs supplement these Terms of Use and are incorporated in these Terms of Use by reference. In the event of a conflict between these Terms of Use and the terms and conditions of the applicable SLA, the terms and conditions of the applicable SLA will prevail. All software applications not governed by a specific software license agreement are governed by these Terms of Use.

Disclaimer
The Materials and Services on this web site are provided for educational or informational purposes only. It is not intended to provide legal, accounting or other professional advice and should not be relied on as such.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND ACL, THE MATERIALS AND SERVICES ON THIS WEB SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, DURABILITY OR ITS NON-INFRINGEMENT;

B) ACL DOES NOT REPRESENT OR WARRANT THAT THE MATERIALS OR SERVICES ON THIS WEB SITE WILL BE FREE FROM ERRORS, VIRUSES OR OTHER DEFECTS; AND

C) YOU ASSUME ALL RISKS IN THE TRANSMISSION OF ANY DATA OR INFORMATION TO AND FROM ACL, INCLUDING ANY INTERCEPTION BY THIRD PARTIES.

Limitation of Liability
ACL WILL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (SUCH AS DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE WEB SITE MATERIALS AND SERVICES, LOSS OF PROFITS OR LOSS OF DATA), EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ACL’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU TO ACL FOR USE OF THE WEB SITE MATERIALS OR SERVICES THAT IS THE SUBJECT OF THE CLAIM.

Disclaimer - VeriSign Server Digital ID Certificate
ACL has acquired a VeriSign Server Digital ID certificate ("Certificate") from VeriSign, Inc. ("VeriSign") for use pursuant to the terms of VeriSign's Server Certificate Agreement (the "Agreement"). The Certificate is a computer based record that contains, among other things, ACL's public key for use in connection with the encryption and decryption of electronic messages transmitted from selected portions of this web site.

Under the Agreement, VeriSign disclaims any warranty with respect to the services provided by it and makes no assurances of the results of the cryptographic methods implemented in connection with the Certificate.

By transmitting any data or information to ACL from this web site, you acknowledge and agree that ACL does not make any representation or warranty, express or implied, concerning the Certificate or the results of the cryptographic methods implemented in connection with the Certificate, including any representation or warranty as to the functionality, performance, operation or non-infringement of the Certificate or the cryptography technology or any implied warranties of merchantability or fitness for a particular purpose.

Links to Other Web Sites
THE LINKS ON THIS WEB SITE TO THIRD PARTY WEB SITES ARE PROVIDED FOR YOUR CONVENIENCE ONLY. ACL IS NOT RESPONSIBLE FOR AND DOES NOT ENDORSE, CONTROL OR MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONTENTS, PRODUCTS AND SERVICES OFFERED FROM THIRD PARTY WEB SITES. YOU ARE RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE INFORMATION CONTAINED IN THIRD PARTY WEB SITES, FOR COMPLYING WITH THE TERMS OF USE FOR SUCH THIRD PARTY WEB SITES, AND FOR REVIEWING AND UNDERSTANDING THE PRIVACY POLICIES OF SUCH WEB SITES.

User Forum
The User Forum in the Support Center is a forum for posting information, questions and materials related to the discussion topics. ACL does not endorse any materials that are User Forum and such materials do not necessarily reflect the views of ACL. You agree that you will only post materials that you own or materials you have a right to post, distribute or display. You agree to defend ACL from any third party claim that may arise from the posted material and you will indemnify ACL from any costs or expenses that may result from such a claim.

When using the User Forum, you agree that you will not:

• post or transmit any material that is unlawful, harmful, defamatory, obscene, indecent, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy, or otherwise objectionable;
• post or transmit any unsolicited promotional material (commercial and non-commercial), including "junk mail", "spam" and "chain letters";
• post or transmit any material that contain viruses, corrupted files or any software or programs that may damage or interrupt the software, hardware or telecommunications equipment of others; or
• harvest or otherwise collect information about others, including names and email addresses.

You agree to grant ACL a royalty free, world-wide, right to use, reproduce, modify, adapt, publish, translate, create derivate works from, distribute, and display your posted content in any media.

ACL is not responsible for the content of the postings made by you or any third party and is not obligated to edit, remove, or filter the postings. ACL, however, reserves the right to edit, refuse to post or remove any material posted on the User Forum at any time in its discretion.

Jurisdiction
This web site is controlled by ACL from its offices in the Province of British Columbia, Canada. By accessing this web site, you agree that all matters relating to your access of this web site will be governed by the laws of British Columbia, without regard to the conflicts of laws principles. You also agree to submit to the exclusive jurisdiction of the courts of British Columbia.

ACL makes no representation that the Materials and Services on this web site are appropriate or comply with the laws of jurisdictions outside of Canada. If you access this web site outside of Canada, you are responsible for ensuring that you comply with local laws.

These Terms of Use were last revised August 2005.

ACL Services Ltd. and its affiliates ("ACL") respects your privacy and is committed to protecting your personal information. This policy outlines how we handle the collection, use and disclosure of your personal information. Our policy is guided by the provincial and federal privacy laws applicable in British Columbia, Canada.

What Information Do We Collect?

In the course of conducting business with you, ACL will collect information from you such as: your name, title, company or organization, address, telephone number, fax number, and email address. We may also collect your credit card details if you choose this payment option when purchasing any of our products and services.

If you participate in our surveys or contests, your survey opinion and submissions for our contests will be collected. If you provide your resume to us through, for instance, the Careers section of our web site, we will also collect this information.

On our web site, we may collect your Internet Protocol (“IP”) address and cookies. Your IP address is a unique 32-bit numeric address that distinguishes your computer from another computer. Cookies are small text files that contain information about you, such as your user name and password, which are stored on the web browser of your computer. ACL uses a high encryption algorithm on its cookies so that only our server can read and decrypt the contents within it and other parties will not be able to access such information.

What Privacy Principles Are Followed By ACL?

1. Accountability
ACL is responsible for ensuring the protection of the information you have provided to us. The Privacy Officer is responsible for ensuring that ACL takes the steps outlined in this policy to comply with its privacy obligations.

2. Why Do We Collect Your Information?
We collect information from you for the following reasons:

• to provide products and services to you (which may involve processing your order, invoicing and processing payment, and providing new product versions and updates);
  
• to provide information on our products and services that may be of interest to you;
  
• to verify your identity for the purpose of obtaining access to our products and services (for instance, the ACL Support Center is only available to our supported users);
  
• to contact you when necessary, regarding issues concerning your use of our products and services;
  
• to obtain information about your use of our products and services, potentially through a survey to better understand your needs, as input to future product development plans;
  
• to gather general aggregate information based on IP addresses to track information about ACL web site usage (such as, the number of visitors, frequently viewed pages, number of downloads, etc.) and to improve the web site and services accessed from the web site;
  
• to make it easier for you to use our web site (for instance, if you are a supported user, we will collect cookies of your email address and password so that you will not need to re-enter your password to log on to the ACL Support Center);
  
• to obtain information about your qualifications and skills if you submit your resume to us for the purpose of applying for a position with ACL; and
  
• the information may be legally required.
  

We will, however, respect your choice not to be contacted. All our marketing email messages contain an option to automatically “opt-out” of receiving messages from us. You may also elect not to receive communication from us by sending an email to info@acl.com with your email address and (if applicable) your postal address to request that we remove your email, address and name from our mailing lists.

4. Limiting Collection
ACL will only collect information about you that is necessary to achieve the purposes identified in this policy.

5. Limiting Use, Disclosure and Retention
ACL will use the information you provide only for the purposes identified in this policy. We will not use this information for any other purpose unless we have obtained your consent.

ACL will only disclose information about you to its affiliated companies, distributors, and to authorized agents that assist us in performing our functions for the limited purposes listed above. Our agents may include companies and individuals that deliver packages, provide marketing assistance and process credit card transactions.

We will not sell or otherwise disclose the information collected from you to other third parties, except in those limited cases where we are legally required to do so (such as in response to a court order, or disclosure to a public body to assist in an investigation).

We will retain the information that we have collected from you only so long as it is necessary to achieve our stated purposes or if it is legally required that we retain such information.

6. Ensuring Accuracy
ACL will make reasonable efforts to ensure that the information we collect from you is accurate and complete. If you notice any errors in the information that we have collected from you or wish to update your information, please notify your ACL contact or email info@acl.com. You can advise us as to where you saw the incorrect information so that we can then correct or update such information. If you are a supported user, you may directly update your profile online at our Support Center.

7. Safeguards
ACL has taken reasonable steps to assure the security of any sensitive information that is transmitted to and from our web site however, please be aware that all transmissions over the internet contain some risks. We use a trusted certificate authority to issue a secure sockets layer (SSL) certificate to ensure that data passed between the web server and the browser on your computer or device is encrypted and remains private. We also use PCI compliant third party payment gateways to process credit card transactions in a secure manner.

All our employees and contractors with access to any information you have provided are required to respect and preserve the confidentiality of your information in accordance with this policy.

8. Openness
ACL will endeavour to make our privacy policy readily available to you. If you need further clarification of our privacy policy and practices, you may contact our Privacy Officer. Upon your written request, we will also provide you with a record of information that we have collected about you. There may be some cases where we may not be able to disclose certain information about you if it would mean disclosure of personal information of another person or other confidential information, or if it would compromise our security systems.

9. Individual Access to Information.
If you require access to your information, please write to us by fax, email or post, with your request. We will respond to you within thirty (30) days of receiving your request.

10. Compliance and Complaints
If you have any questions or concerns with our privacy policy and practices, you may contact our Privacy Officer by writing to:

ACL Services Ltd.
1550 Alberni Street,
Vancouver, BC,
V6G 1A5, Canada
Attn: Privacy Officer
Email: privacy@acl.com

Tel: (604) 646-4284
Fax: (604) 692-1397

You may also contact the Privacy Commissioner of Canada (for international matters and inter-provincial matters) or the Information and Privacy Commissioner of British Columbia Privacy Commissioner (for British Columbian matters).

This Privacy Policy was last revised in November 2011.

• View the ACL GRC Terms of Use

These ACL Training and Consulting Services Terms (the “Services Terms”) apply to the training courses and/or consulting services provided by ACL Services Ltd. and its affiliates (“ACL”), to customers (“you” or “your”) who have purchased training and/or consulting services for the ACL software (the “Software”). These Services Terms are incorporated by reference into the Statement of Work (“SOW”) and/or ACL order form (“Order Form”) for the Services you have purchased.

1. Provision of Services

1.1 ACL will provide the training course and/or consulting services set out in the SOW and/or Order Form. Individually and collectively, the training course and consulting services are referred to as the “Services”. You may purchase additional Services by entering into a new SOW, Order Form, or a project change request.

1.2 ACL will provide the Services in accordance with accepted industry practice with the requisite skill and care that would be exercised by those who perform similar services. ACL will provide competent personnel (either ACL employees or ACL certified contractors) with sufficient skill, knowledge and training to perform the Services and will further ensure that such personnel adhere to your applicable and reasonable safety and security guidelines. ACL remains responsible for the actions of the personnel that it assigns.

1.3 In order for ACL to properly provide the Services, you may be required to have certain equipment, software or systems in place, or to provide ACL with certain data, as set out in the applicable SOW or as reasonably requested by ACL. You agree to use commercially reasonable efforts to comply with such requirements and to provide such other items and assistance as may reasonably be required by ACL to perform the Services. Failure to do so may cause delays in the delivery of the Services or result in additional time or charges.

2. Fees and Expenses

2.1 You will pay ACL the fees set out in the SOW and/or Order Form for the Services. Unless otherwise stated in the applicable Order Form or SOW, fees are due within thirty (30) days from the date of ACL’s invoice. Reasonable out-of-pocket expenses incurred by ACL to provide the Services (e.g. hotel, travel and meals) will be invoiced after they are incurred. Expenses will be invoiced at actual cost in accordance with the reasonable travel policy provided by you. ACL reserves the right to suspend Services if payment is not made by the due date.

2.2 Applicable taxes (excluding ACL’s income and franchise taxes) or other governmental fees and any delivery charges are additional and payable by you, and are based on the shipping address specified in the Order Form. ACL will not charge tax from which you are exempt if you are a tax exempt institution or entity and you provide the applicable tax exemption certificate. You further acknowledge that your invoicing and shipping addresses are set out in the Order Form, and these addresses may vary from the address set out in the SOW for consulting services.

2.3 ACL does not charge for time required to prepare for a standard training course; however, for customized training courses, or if you require ACL to carry out additional preparation, such as incorporation of complex data files into the training course, or tailoring and developing any aspect of the training course, ACL may, upon obtaining your agreement, charge for the additional time required to carry out such work.

2.4 If you reschedule or cancel any training course, or reschedule any on-site visit for the consulting services, you are responsible for paying all non-refundable out-of-pocket expenses incurred by ACL due to the rescheduling or cancellation.

3. Rescheduling and Cancellation of a Training Course

3.1 You may reschedule the training course to a date acceptable to both parties by giving ACL at least thirty (30) days notice prior to the commencement of the training course. If you reschedule the training course with less than thirty (30) days notice, you will be charged twenty-five percent (25%) of the training course fee.

3.2 If you cancel a training course, you will be charged: (a) fifty percent (50%) of the training course fee, if you cancel the training course at least thirty (30) days prior to the commencement of the training course; or (b) the full training course fee, if the cancellation occurs within thirty (30) days prior to the commencement of the training course.

4. Relationship of the Parties

4.1 ACL will perform the Services as an independent contractor and will not act, hold itself out as, or be your agent. For greater certainty, ACL’s directors, officers, employees and agents are not and will not be construed as your employees and will not be entitled to any benefits offered by you to your employees, including, but not limited to, group sickness or accident insurance coverage, medical services plan coverage, supplementary employment benefits, profit sharing or group life insurance benefits.

5. Intellectual Property Rights

5.1 ACL acknowledges and agrees that you have, and will retain, all title, ownership rights and intellectual property rights (including, all patents, copyrights, trademarks, trade secrets and moral rights) in and to your own software, documentation, materials, methodologies, know-how or other such information (“Customer Property”). ACL is hereby licensed to use the intellectual property rights subsisting in any Customer Property provided to ACL by you solely for the purpose of performing the Services.

5.2 The parties acknowledge and agree that any scripts or analytics (collectively, “Scripts”) developed by ACL as part of the Services are designed to work only in conjunction with the Software and that all title, ownership rights and intellectual property rights in and to such Scripts, including any methodologies, know-how, ideas or materials related to such Scripts and their development, belong to ACL. Upon payment of the fees for such Services, ACL grants you a perpetual and non-exclusive license to use the Scripts in conjunction with the Software and in accordance with the license for such Software, and to modify the Scripts for your internal business operations. ACL is not required to maintain, support or otherwise repair the Scripts, or any part thereof. You may purchase additional services from ACL for any further modification or maintenance of the Scripts by entering into a new SOW or a project change request.

5.3 If you have purchased a training course, ACL will provide you with ACL’s standard training software and training manuals for the training course. The training software is provided for use during the training course and must be deleted upon completion of the training course. The training manuals are provided as reference materials for your own internal use and may be retained by you after the training course. You must not: (a) copy the training manuals without the prior written consent of ACL; or (b) use an audio recorder, video recorder, still camera or any other equipment (e.g. mobile phone) to record the training course. All title, ownership rights and intellectual property rights in the training course, training software and the training manuals belong to ACL.

6. Infringement Indemnity

6.1 ACL agrees to defend you from any claim which asserts that the Services, the Scripts or the ACL training software and training manuals (the “ACL Intellectual Property”) infringe a patent, copyright or registered trademark of a third party and will indemnify you against all damages and costs (including reasonable legal fees) awarded against you or settlement amount agreed to be paid in settlement of such claim, provided that: (a) you have used the ACL Intellectual Property in accordance with these Services Terms; (b) you give ACL prompt notice of the claim; (c) ACL has sole control of the defense and all negotiations for its settlement or compromise (provided this does not require an admission of guilt or liability by you); and (d) you provide reasonable assistance to ACL, at ACL’s cost.

7. Disclaimer

7.1 EXCEPT AS EXPRESSLY PROVIDED IN THESE SERVICES TERMS, THE SERVICES AND THE ACL INTELLECTUAL PROPERTY ARE PROVIDED “AS-IS” AND ARE NOT WARRANTED TO BE ERROR-FREE, AND YOU ACCEPT THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, RELIABILITY, ACCURACY AND RESULTS OF USE. EXCEPT AS OTHERWISE RESTRICTED BY LAW, ACL AND ITS LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SERVICES AND THE ACL INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, THEIR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, OR QUALITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ACL, ITS LICENSORS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS OR AGENTS, WILL INCREASE THE SCOPE OF THE EXPRESS WARRANTIES STATED ABOVE, OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS. IN ANY EVENT, THE LIABILITY OF ACL OR ITS LICENSORS UNDER ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS IS LIMITED TO THE AMOUNT OF THE FEES PAID BY YOU FOR THE SERVICES THAT CAUSED THE DAMAGE.

8. Mutual Limitation of Liability

8.1 NEITHER PARTY, OR THEIR LICENSORS AND AFFILIATES (INCLUDING THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, DISTRIBUTORS AND CONSULTANTS) WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CIRCUMSTANCES OR LEGAL THEORY (CONTRACT, TORT OR OTHERWISE) FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS (EXCEPT FOR THE FEES AND EXPENSES PAYABLE HEREIN) OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES AND/OR ACL INTELLECTUAL PROPERTY PROVIDED BY ACL UNDER THESE SERVICES TERMS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE SERVICES TERMS WITH AN AGGREGATE VALUE GREATER THAN THE FEES AND EXPENSES PAID AND/OR PAYABLE BY YOU FOR THE SERVICES THAT GAVE RISE TO THE CLAIM.

8.2 ANY CLAIM BY YOU AGAINST ACL RELATING TO THE SERVICES MUST BE MADE IN WRITING AND PRESENTED TO ACL WITHIN TWO (2) YEARS AFTER THE LAST DAY ON WHICH SUCH SERVICES WERE PROVIDED.

8.3 This limitation of liability will not apply to: (a) a party’s breach of its confidentiality obligations under these Services Terms; (b) damages for infringement of a party’s intellectual property rights; (c) a party’s indemnification obligations under these Services Terms; (d) liability for damage to tangible or real property caused by the gross negligence or willful misconduct of a party; (e) liability for death or personal injury caused by the negligence of a party; or (f) any fraudulent act or fraudulent omission of a party. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, in which case portions of the foregoing limitation and exclusion provisions may not apply to you.

9. Termination

9.1 Either party may immediately terminate the Services if the other party: (a) is in breach of its confidentiality obligations under these Services Terms; (b) becomes insolvent or bankrupt, becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law, has a receiver, administrator or manager appointed, makes an assignment for the benefit of creditors or takes the benefit of any applicable law or statute in force for the winding up or liquidation of corporations; or (c) is in material breach of these Services Terms (such as, failure to pay the fees and expenses) and such breach has not been cured within thirty (30) days of the provision of notice of such breach.

9.2 If you terminate the Services pursuant to Section 9.1, or if ACL terminates the Services because of Section 9.1(b), ACL will refund any pre-paid fees for Services not actually performed. If ACL terminates the Services pursuant to Section 9.1(a) or (c) above, you will not be entitled to a refund of any fees paid by you.

9.3 Upon termination of the Services, each party will immediately return to the other party all Confidential Information of the other party in its possession or control.

9.4 The termination of the Services by either party will not constitute a waiver o f any fees, amounts or charges due by you, nor will termination in any way reduce or compromise any other rights of either party under these Services Terms.

9.5 The provisions of Sections 2.4, 3.2, 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14, and the obligations of the parties pursuant to such provisions will survive the termination of these Services Terms.

10. Non Solicitation of Staff

10.1 During the performance of the Services and for a period of one (1) year after the completion of the Services, neither party will solicit for the purposes of employment or retain as an independent contractor any of the other party’s employees or contractors involved in providing the Services, provided that the foregoing will not prohibit either party from employing any individual who applies for a position in response to an internal posting, employment advertisement or other general solicitation of employment.

11. Confidentiality

11.1 For the purposes of these Services Terms, “Confidential Information” means any information which is not generally available to or used by third parties and that is disclosed by one party to the other party in the course of ACL providing the Services to you. Confidential Information includes, but is not limited to, the parties’ business information, Customer Property, customer information, trade secrets, and personal information of the parties’ employees, contractors and customers. Confidential Information does not include any information that is disclosed by one party to another party if that information: (a) is at the time of disclosure in the possession of the receiving party or any of its parent, subsidiary or affiliated companies and was obtained without an obligation of confidence; (b) is independently developed by the receiving party or any of its parent, subsidiary or affiliated companies without any use of or reference to the Confidential Information; (c) is or becomes publicly available without breach of these Services Terms or breach of any obligation of confidence; (d) is acquired by the receiving party from a third party who provided the information without breaking any express or implied obligations or duties to the disclosing party; or (e) is intentionally released for disclosure by the disclosing party or with the disclosing party’s prior written consent.

11.2 Each party will take all reasonable steps to maintain the confidentiality of the other party’s Confidential Information. Except as required by law or a valid court order, and subject to the receiving party informing the disclosing party of such legal requirement, the receiving party will only disclose such Confidential Information to those employees or agents who need to know in order to perform their obligations under these Services Terms. The receiving party will ensure that those people who need to know the Confidential Information agree to maintain the confidentiality of such Confidential Information.

12. Notice

12.1 Any notice that either party is required or permitted to give to the other part y under these Services Terms will be in writing and be delivered to the address stated on the SOW and/or Order Form. Either party may, from time to time, change their address for notice by providing written notice of the change to the other party. The deli very of notice will be by personal delivery, courier, registered mail or confirmed e-mail (except that e-mail notice will not apply for notices required under the “Dispute Resolution” provision). Delivery will be deemed effective upon receipt, if delivered personally, or by courier; or five (5) business days from sending, if delivered by registered mail; or after confirmed receipt, if by e-mail.

13. Governing Law and Dispute Resolution

13.1 If you are located in the United States, these Services Terms will be governed by and construed in accordance with the laws of the State of New York, USA. If you are located in Europe, the Middle East or Africa, these Services Terms will be governed by and construed in accordance with the laws of England. If you are located in any other country or location, these Services Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

13.2 This Section will apply to resolve all disputes arising out of or relating to the Services. First, the parties will attempt in good faith to resolve each controversy or claim within sixty (60) days by negotiations between senior executives of the parties who have settlement authority and who do not have direct responsibility for the administration of the matter. The disputing party will give the other party written notice of the controversy or claim in accordance with the notice provision of these Services Terms. The other party will submit a response within twenty (20) days after receiving said notice. The notice and response will include a summary of the party’s position, a summary of the evidence and arguments supporting its position and the name of the executive who will represent the party. The executives will meet at a mutually acceptable time and place within thirty (30) days of the disputing party’s notice and thereafter as often as they deem reasonably necessary to resolve the controversy or claim.

13.3 If the controversy or claim has not been resolved within sixty (60) days of the disputing party’s notice, the controversy or claim will be resolved through binding arbitration . Subject to and without restriction of the rights of either party to injunctive relief or other interim measures of relief, the parties agree to resolve disputes by binding arbitration before a single arbitrator. If you are located in the United States, the arbitration will be held in New York, New York, USA and will be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. If you are located in Europe, the Middle East or Africa, the arbitration will be held in London, England and the arbitration will be conducted in accordance with the LCIA (London Court of International Arbitration) Rules. If you are located in any other country or location, the arbitration will be held in Vancouver, British Columbia, Canada and the arbitration will be conducted in accordance with the rules of the British Columbia International Commercial Arbitration Centre ("BCICAC").

14. General

14.1 Neither party will be liable to the other for any delays in performing or failing to perform any obligation under these Services Terms if and for so long as the performance of any such obligation is prevented or delayed by any cause beyond the reasonable control of such party (which expressly excludes a lack of sufficient funds) provided that the party prevented or delayed from performance immediately notifies the other party of such disability and resumes performance as soon as possible following removal of the disability.

14.2 These Services Terms, together with the SOW and/or Order form for the Services, are the complete and exclusive statement of the agreement between the parties with respect to the provision of Services by ACL, and supersede any prior discussions or agreements, oral or written, between the parties. The terms of your purchase order or any other ordering document will not be binding and will not be construed to modify these Services Terms. Any changes to these Services Terms must clearly state that it is an addendum to the Services Terms and must be signed by both parties before it is considered executed and binding on the parties.

14.3 If any provision of these Services Terms is prohibited by law or declared invalid, illegal or unenforceable, then such provision will be severed and all other terms of these Services Terms will remain in full force and effect. A waiver by either party of any rights in respect to any breach of these Services Terms by the other party will not be effective unless communicated in writing to the other party. Any such waiver will not constitute a waiver of any rights in respect to any subsequent breach of the same or any other provision of these Services Terms. These Services Terms will enure to the benefit of and be binding upon the parties and their respective legal representatives, successors, executors, heirs and permitted assigns.

14.4 ACL may assign its rights under these Services Terms upon giving prior notice to you, provided that any assignee agrees to be bound by all of the terms and conditions of these Services Terms. ACL will not be in breach of the confidentiality provisions of these Services Terms by reason of such assignment. Except as provided in this Section, you may not assign your rights under these Services Terms, without the prior written consent of ACL, which will not be unreasonably withheld. You may, upon giving prior written notice to ACL, assign your rights under these Services Terms to a: (a) subsidiary or affiliate company; or (b) corporate successor by merger, purchase of assets and assumption of liabilities, acquisition, reorganization, or otherwise; provided that such subsidiary, affiliate or corporate successor agrees to be bound by these Services Terms.

14.5 The version of the Services Terms that applies to you is the version that is posted on the acl.com website as of the date of the SOW and/or Order Form for the Services you have purchased. ACL may, from time to time, amend these Services Terms without prior written notice to you. The newer versions of the Services Terms will only apply to new SOWs and/or Order Forms that are issued after such update. If you have already signed a SOW and/or Order Form under an older version of the Services Terms, the newer version of the Services Terms will not apply to you.

14.6 In the event of any conflict or ambiguity between the English language version and any other language version of these Services Terms, the English language version will prevail.

Version: Mar 13-13
© 2013 ACL Services Ltd. All rights reserved.

These ACL Support Terms (the “Support Terms”) apply to the support services provided by ACL Services Ltd. and its affiliates (“ACL”) to customers (“you” or “your”) who have purchased Support for the ACL software (the “Software”).

1. Support Services

1.1 If you have purchased support for the Software, ACL will provide Support at the service level you have purchased. Support consists of technical assistance via telephone, email, chat and website; online access to resources and information regarding the Software; and access to new releases of the Software when they become commercially available. Support will be provided to your employees or contractors who are authorized to use the Software. If you have purchased Support from an ACL authorized distributor, some of the Support services may be provided by the distributor on terms agreed upon between you and the distributor.

1.2 ACL may make available to you as part of Support, access to third party sites and information that are subject to third party terms and conditions. Access to such third party websites is optional and will be made clear to you so that you will have an opportunity to access or not access such third party websites and information.

1.3 Support is provided for the most current major version of the Software (i.e. 9.x) and the immediately prior major version (i.e. 8.x). These Support Terms do not impose any obligation on ACL to release new or updated versions of the Software. Support does not include the development or support of any customized applications for the Software. Support will not be provided if you are using the Software in a manner which breaches the terms of the applicable Software license agreement.

1.4 You must purchase Support at the same service level for all licenses within a specific platform and you must purchase Support for all Software you have licensed from ACL. If you determine that you are not using all your Software licenses, you may elect to suspend some of the licenses in order to acquire Support for all the licenses actually in use. If at a later time you wish to reinstate such suspended Software licenses, a Support reinstatement fee may apply.

2. Fees

2.1 Support fees will be charged at the current list price and will be invoiced by and payable to the ACL office or distributor in your region. You agree to pay the applicable Support fee plus any taxes, duties or other governmental fees that may apply in your territory.

3. Term and Renewal

3.1 Support is provided on an annual basis or during such other term as the parties may agree in writing. If you have previously acquired Software licenses, for consistency, the Support term for the new licenses will be the same as the Support term for the existing licenses and Support fees may be pro-rated accordingly.

3.2 You may renew Support by paying the applicable Support fee for the renewal term. If you do not pay the Support fee for the renewal term by the invoiced due date, Support will terminate without further notice fro m ACL. Either party may choose not to renew Support by providing written notice to the other party. In ACL’s case, notice must be provided to you at least ninety (90) days prior to the end of the current term.

4. Confidentiality

4.1 For the purposes of these Support Terms, “Confidential Information” means any information which is not generally available to or used by third parties and that is disclosed by one party to the other party in the course of providing Support to you. Confidential Information includes, but is not limited to, the parties’ business information, customer information, trade secrets, and personal information of the parties’ employees and customers, but it does not include any information that is disclosed by one party to another party if that information: (a) is at the time of disclosure in the possession of the receiving party or any of its parent, subsidiary or affiliated companies and was obtained without an obligation of confidence; (b) is independently developed by the receiving party or any of its parent, subsidiary or affiliated companies without any use of or reference to the Confidential Information; (c) is or becomes publicly available without breach of these Support Terms or breach of any obligation of confidence; (d) is acquired by the receiving party from a third party who provided the information without breaking any express or implied obligations or duties to the disclosing party; or (e) is intentionally released for disclosure by the disclosing party or with the disclosing party’s prior written consent.

4.2 Each party will take all reasonable steps to maintain the confidentiality of the other party’s Confidential Information. Except as required by law or a valid court order and subject to the receiving party informing the disclosing party of such legal requirement, the receiving party will only divulge such Confidential Information to those employees or agents who need to know in order to perform their obligations under these Support Terms. The receiving party will ensure that those people who need to know the Confidential Information agree to maintain the confidentiality of such Confidential Information.

4.3 Each party agrees to comply with its own privacy and data security policies prior to disclosing or transmitting any Confidential Information (in particular, personal information) to each other and that it will not send any Confidential Information unless absolutely necessary. If you elect to electronically transmit any Confidential Information to ACL, you acknowledge that the electronic transmission of any Confidential Information is sent at your own risk. Each party further agrees to adopt reasonable security measures (such as, sending information in a secure encrypted manner or masking the data) when sending the Confidential Information.

5. Mutual Limitation of Liability

5.1 NEITHER PARTY, NOR ITS LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, DISTRIBUTORS AND AGENTS WILL BE LIABLE TO THE OTHER PARTY FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR ANY SUPPORT SERVICES PROVIDED BY ACL AND ITS DISTRIBUTORS UNDER THESE SUPPORT TERMS, OR ANY TRANSACTION CONTEMPLATED BY THESE SUPPORT TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ALL DIRECT DAMAGES REFERENCED IN THESE SUPPORT TERMS, WITH AN AGGREGATE VALUE GREATER THAN THE SUPPORT FEES PAID AND/OR PAYABLE BY YOU DURING THE TWELVE (12) MONTH TERM IN WHICH THE LIABILITY AROSE.

5.2 This limitation of liability will not apply to: (a) a party’s breach of its confidentiality obligations under these Support Terms; (b) damages for infringement of a party's intellectual property rights; (c) liability for damage to tangible or real property caused by the gross negligence or willful misconduc t of a party; (d) liability for death or personal injury caused by the negligence of a party; or (e) any fraudulent act or fraudulent omission of a party. Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, in which case portions of this limitation and exclusion may not apply to you.

6. General

6.1 These Support Terms will be governed by and construed in accordance with the laws that govern your software license agreement for the Software. Any disputes in respect of these Support Terms will be resolved in accordance with the dispute resolution provisions of such software license agreement.

6.2 ACL may assign its rights under these Support Terms upon giving prior notice to you, provided the assignee agrees to be bound by these Support Terms. ACL will not be in breach of the confidentiality provisions of these Support Terms by reason of such assignment. You may not assign any of your rights under these Support Terms without the prior written consent of ACL. The rights and obligations under these Support Terms will ensure to the benefit of and be binding upon the parties and their respective legal representatives, successors, executors, heirs and permitted assigns.

6.3 These Support Terms set out the whole of ACL’s obligations to you for the provision of Support and supersede any prior discussions or agreements, oral or written, between the parties. The terms of your purchase order or any other of your ordering documents will not be binding and will not be construed to modify these Support Terms.

6.4 In the event of any conflict or ambiguity between the English language version and any other language version of these Support Terms, the English language version will prevail.

Version: Mar 13-13
© 2013 ACL Services Ltd. All rights reserved.