AGREEMENT BETWEEN USER AND SEB ADMINISTRATIVE SERVICES INC.
SEB Administrative Services Inc.’s system, FlexPlus Direct, is comprised of various Web Pages, operated by SEB Administrative Services Inc. (also referred to herein as the "Company").
ACCEPTANCE OF TERMS
By using or visiting the FlexPlus Direct Website (the "Website"), you agree to these terms and conditions (the "Terms").
SEB Administrative Services Inc. may, in its sole discretion, revise these Terms at any time, without advance notice to you. You are bound by such revisions by continuing to use or visit the Website after they are posted online.
THE FLEXPLUS DIRECT WEBSITE
These Terms apply to all users of the Website, including users who contribute content to the Website. The Website may contain interactive areas designed to allow you to post content on the Website and/or comment, including commenting on our blogs.
The Website may contain links to third party Websites (“Linked Sites”) that are not owned or controlled by SEB Administrative Services Inc. The links to the Linked Sites are provided for your convenience and the inclusion of these links does not imply approval or endorsement of the Linked Sites by SEB Administrative Services Inc.
SEB Administrative Services Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Linked Sites. SEB Administrative Services Inc. is not responsible for webcasting or any other form of transmission received from any Linked Site.
To access some features of the Website, you may have to register for a FlexPlus Direct user account. When registering for your user account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your user account, and you must keep your account password secure. You must notify SEB Administrative Services Inc. immediately of any breach of security or unauthorized use of your user account.
Although SEB Administrative Services Inc. will not be liable for your losses caused by any unauthorized use of your user account, you may be liable for the losses of SEB Administrative Services Inc. or others due to such unauthorized use.
USE OF COMMUNICATION SERVICES
While the Website may contain bulletin board Services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities, designed to enable you to communicate with other members of the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and materials that are proper and related to the particular Communication Services.
SEB Administrative Services Inc. reserves the right, at all times, to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in SEB Administrative Services Inc.’s sole discretion.
Always use caution when giving out any personally identifying information about yourself, your children, or your family in any Communication Services. SEB Administrative Services Inc. reserves the right to monitor use of this Website to determine compliance with these Terms. Although SEB Administrative Services Inc. does not read, review, vet or otherwise assess User Content in advance of its posting, SEB Administrative Services Inc. reserves the right to remove any User Content and/or terminate your FlexPlus Direct User Account without notice for breach or for any other reason.
SEB Administrative Services Inc. does not control or endorse the content, messages or information found in any Communication Services and, therefore, SEB Administrative Services Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.
Managers and hosts are not authorized SEB Administrative Services Inc. spokespersons, and their views do not necessarily reflect those of SEB Administrative Services Inc.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
OWNERSHIP OF WEBSITE CONTENT
The use of the Website is for employees and institutions in relation to the provision and administration of health benefits for employees of a client of SEB Administrative Services Inc. (the “Client”).
As between you and SEB Administrative Services Inc., SEB Administrative Services Inc. owns all intellectual property rights, including, without limitation, copyright and trade-mark rights, in all materials on or comprising the Website (“Content”), including, without limitation, all written, audio-visual or other materials and graphical elements on the Website, but excluding data related to the Client and employees of the Client, which data shall be the property of the Client (“Client Data”). Moreover, any trademarks (logo or word) of the Client or other parties identified as such owners, are the property of their respective owners and not any individual granted a license to use the Website.
SEB Administrative Services Inc. grants you a limited license to use, solely for the purposes consistent with benefits provision and administration for employees of the Client, download, print, or reproduce, in whole or in part, the Content on this Website, subject to the following conditions:
- it must be used or reproduced accurately, without any modification;
- it must identify SEB Administrative Services Inc. as the source;
- it must be used solely for non-commercial purposes; and
- a copyright notice must appear on every copy in the following form:
- "© FlexPlus. All rights reserved”.
All content included on this Website is and shall continue to be the property of the Company, the Client or the Content suppliers, as the case may be, and is protected under applicable copyright, patent, trademark, and other proprietary rights. Any copying, redistribution, use or publication by you of any such Content or any part of the Website is prohibited, except as expressly permitted in this Agreement. Under no circumstances will you acquire any ownership rights or other interest in any Content (including Client Data) by or through your use of this Website.
All content included on this Website such as text, graphics, photographs, logos, button icons, images, audio clips and software ("Content"), but excluding Client Data or content specifically identified as owned by another party or would reasonably be inferred as owned by another party by the context in which it is used on the Website, is and remains the property of the Company and is protected by Canadian and international intellectual property laws. You are hereby granted by the Company, a limited, revocable, non-exclusive license to use the Website, and the Content solely as an administrative resource for which the Website was intended and for your personal use only and you may not resell, assign or sublicense the limited rights granted to you to any other party. Any other use of the Content, other than as expressly provided herein, including but not limited to reproduction, modification, distribution, transmission, display or performance, is strictly prohibited. Derivative works and other unauthorized copying or use of stills, audio, and video footage, including the re-transmittal of downloaded programs, graphics, and other materials, are expressly prohibited.
Certain trademarks, trade names, service marks and logos used or displayed on this Website are registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on this Website grants or should be construed as granting any license or right to use any Content, including but not limited to trademarks, trade names, service marks or logos displayed on this Website, without the advance written permission of the Company or such other owner(s).
We may provide you, through the Website, with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the Website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
The FlexPlus logos are trade-marks of SEB Administrative Services Inc. and may not be used without the express, written permission of SEB Administrative Services Inc.
USER CONTENT; PRIVACY
You may be able to post or upload (in designated areas of the Website) written content or other content (collectively "User Content") to the Website.
You are solely responsible for your own User Content and the consequences of posting or publishing it. By uploading or posting User Content to the Website, you automatically grant SEB Administrative Services Inc. a worldwide, non-exclusive, royalty free, license to use, reproduce, modify, translate into different languages or formats, and publish such User Content on the Website, for the purposes of sharing the User Content with users and visitors of the Website and to promote the Website. You represent and warrant that you own, or have the rights to use and license SEB Administrative Services Inc. to use the User Content in the manner contemplated by the Website and these Terms.
By accessing and/or using the Website, you may provide us with personal information as described in our Privacy Statement found on this website. You acknowledge that you have read and understood our Privacy Statement, which governs the collection, use, storage and disclosure of such personal information.
YOUR USE OF THIS WEBSITE IS ENTIRELY AT YOUR OWN RISK. THE WEBSITE AND CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. FLEXPLUS DOES NOT WARRANT THAT THE WEBSITE, OR CONTENT CONTAINED IN THIS WEBSITE, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, SEB ADMINISTRATIVE SERVICES INC. DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, THE ABILITY TO USE, OR THE RESULT OF USE OF THE CONTENT, IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. SEB ADMINISTRATIVE SERVICES INC. MAY MAKE CHANGES OR IMPROVEMENTS TO THE CONTENT OR THE WEBSITE AT ANY TIME. ADMINISTRATIVE SERVICES INC. MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
LIMITATION OF LIABILITY
SEB ADMINISTRATIVE SERVICES INC., ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, OR (V) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES, AND EVEN IF SEB ADMINISTRATIVE SERVICES INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT SEB ADMINISTRATIVE SERVICES INC., ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SEB ADMINISTRATIVE SERVICES INC., ITS EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, JUDGMENTS, LOSSES, LIABILITIES, COSTS OR DEBT, ATTORNEY'S FEES AND OTHER EXPENSES ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE WEBSITE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; OR (III) ANY CLAIM THAT YOU DID NOT HAVE THE RIGHT TO PROVIDE ANY USER CONTENT, OR THAT YOUR USER CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS AND YOUR USE OF THE WEBSITE. IN SUCH A CASE, FLEXPLUS WILL PROVIDE YOU WITH WRITTEN NOTICE OF SUCH CLAIM, SUIT OR ACTION.
YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE WEBSITE SHALL BE TO DISCONTINUE USING THE WEBSITE.
BECAUSE SOME PROVINCES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH PROVINCES, STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You affirm that you are either more than 18 years of age or possess parental or guardian consent to agree to these Terms and access and use the Website, and are otherwise fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
We undertake no obligation to update, amend or clarify information on our Website or on any related website except as required by law. No specified update or refresh date applied on the Website or on any related website, should be taken to indicate that all information on the Website or on any related website has been modified or updated.
These Terms will be governed by, and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The Website is physically maintained and operated by SEB Administrative Services Inc. from the Province of Ontario.
You may not assign these Terms, or assign any rights, or delegate any obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, without prior, written consent of SEB Administrative Services Inc.
These Terms constitute the entire agreement between you and SEB Administrative Services Inc. with respect to the subject matter, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remaining provisions of the Terms will continue in full force and effect.
In the event of any inconsistency between the English and French versions of these Terms, the English version shall govern.
CODE OF CONDUCT
- You may not use the Website for any illegal or unauthorized purpose. In addition to the laws of the Province of Ontario, Canada, you also agree to comply with all local laws that apply to your use of the Website.
- You may not use the Website in any manner which could disable, overburden, damage, or impair the Website, SEB Administrative Services Inc.’s servers or computer network, or interfere with any other party's use and enjoyment of the Website.
- You agree that you are responsible for your own conduct and communications while using the Website and for any consequences of that use. By way of example, and not as a limitation, you agree that when using the Website, you will not:
- post or upload any inappropriate, promotional, defamatory, destructive, obscene, or unlawful content;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- post or upload any User Content that infringes any patent, trademark, copyright, trade secret or other intellectual property right of any party;
- impersonate another person, or falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of any content;
- use the Website in connection with surveys, contests, junk email, spamming or any duplicative messages (commercial or otherwise);
- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website to collect information about other users or domain names;
- upload files that contain bugs, viruses, trojan horses, worms, or any other similar software or programs that may damage the operation of the computer or property of another; or
- submit User Content that falsely expresses or implies that such User Content is sponsored or endorsed by any party where it is not sponsored or endorsed by such party.
- While SEB Administrative Services Inc. prohibits such conduct and User Content in connection with the Website, you understand and agree that, nonetheless, you may be exposed to such conduct or User Content, and that you use the Website at your own risk.
We reserve the right to terminate your use of this Website and the services provided in relation hereto or any related website for violating any of the prohibited uses or the Code of Conduct.
USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, concepts, techniques, questions, know-how, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, transmit, disclose, distribute, translate and otherwise use in any medium any Comments (in whole or in part) that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments. We generally do not pre-screen or monitor Comments and by submitting Comments, you acknowledge your Comments will generally not be pre-screened and any response by other third parties to your Comments will likewise not generally be pre-screened. For greater certainty, the Company shall be entitled to use any Comments for any purpose including commercial purposes for the benefit of the Company’s business, and no compensation or accreditation shall be payable or attributable to you if the Company uses such Comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. We are not responsible for any delay or failure in removing any such objectionable Comments. If you post Comments that we choose to remove (in whole or in part), you hereby consent to such removal (in whole or in part) and waive any claim against us.
You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous, degrading, racist, intimidating or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service, the Website or any related website. Your Comments will not contain any type of unauthorized or unsolicited advertising, unless we have approval of same, in advance, in writing. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SEB Administrative Services Inc. as a result of this agreement or use of the Website. SEB Administrative Services Inc.’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of SEB Administrative Services Inc.'s right to comply with governmental, court and law enforcement requests, or requirements relating to your use of the Website, or information provided to us, gathered by us, with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision, that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and SEB Administrative Services Inc.’s with respect to the Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SEB Administrative Services Inc, with respect to the Website. A printed version of this agreement, and of any notice given in electronic form, shall 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. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
SERVICES CONTACT: email@example.com
Any example companies, organizations, products, people and events depicted on the Website for illustrative purposes as to the functionality of website are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.