End User License Agreement

PLEASE CAREFULLY READ THIS AGREEMENT BEFORE USING THE ONBOARDMD APPLICATION. THIS AGREEMENT IS A BINDING CONTRACT THAT GOVERNS USE OF THE APPLICATION, EXEMPTS COMPANY AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, SPECIFIES THE JURISDICTION FOR RESOLUTION OF DISPUTES, AND CONTAINS OTHER IMPORTANT PROVISIONS.

BY CLICKING THE “AGREE/ACCEPT” BUTTON OR INSTALLING OR USING THE APPLICATION, YOU ACKNOWLEDGE AND SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION. UNAUTHORIZED INSTALLATION OR USE OF THE APPLICATION OR ANY RELATED SERVICES IS STRICTLY PROHIBITED.

  1. Definitions: In this Agreement: (a) “Device” means a computer, mobile phone or other device that is owned or controlled by you and is compatible with the Software; (b) “Software” means the software and online applications, including any content, known as onboardMD and all related documentation provided or made available to you by or on behalf of MD Financial Management Inc. (“MDFM”).
  2. License / Permitted Uses: Subject to the provisions of this Agreement, MDFM hereby grants to you a non-exclusive, personal, non-sublicensable, non-transferable, restricted and limited license during the term of this Agreement to use the object-code (machine-readable) version of the Software on a Device and, to the extent a copy or portion of the Software is made available to you for download, use that copy of the Software solely for your own personal, non-commercial purposes (the “License”). The License is limited to the intellectual property rights in the Software owned by MDFM and its licensors, and does not include or relate to any other intellectual property rights.
  3. Restrictions/Prohibited Uses: You may not: (a) use the Software in any manner or for any purpose except as expressly permitted by this Agreement; (b) transfer possession of the Software to any other person; (c) download, copy or reproduce the Software, except to the extent required to install the Software in order to use the Software in accordance with this Agreement; (d) license, sublicense, sell, resell, lend, rent, lease, loan, share, transfer, assign, pledge, publish, transmit, publicly display or perform, distribute, create any interest in, or otherwise give or make available or permit access or use of the Software to or for the benefit of any other person, whether as a service bureau or otherwise, and with or without charge; (e) except as and only to the extent expressly permitted by this Agreement or applicable law, adapt, alter, change, enhance, modify, improve, or translate the Software, create derivative works from or based on the Software, merge, embed or combine the Software with any other software or materials, or reverse engineer, disassemble, decompile, convert into human readable format, or otherwise attempt to access or derive the source code of the Software; (f) alter, attempt to circumvent, destroy, obscure, conceal, modify, or remove any notices, proprietary codes or locks, means of identification, rights management information, technological protection measures, or agreements on, in or in relation to, the Software; or (g) authorize, assist or encourage any other person to do any of the foregoing or to use the Software in a way that would constitute an infringement of MDFM’s rights in the Software or a breach of this Agreement if it were done by you. You will protect the Software against unauthorized access, distribution or use. Regardless of the number of copies of the Software received by you or the means by which you receive them, each copy of the Software is subject to this Agreement. You will remove the Software from the Device before you transfer ownership or control of the Device to any other person.
  4. Materials: You may use the Software to access and use (including reproduce, communicate and distribute) materials (such as photographs, video, music and other data and information) only if and to the extent that you have the lawful right to do so under all applicable laws. Ownership and intellectual property rights in, to and associated with materials that you access and use through the Software belongs to the relevant third parties. Except as expressly set forth in this Agreement, this Agreement does not grant to you any rights to access or use materials through the Software.
  5. Technological Restrictions: The Software may contain technologies that restrict or limit the use or functionality of the Software and may deactivate, disable or lock the Software or restrict or limit the use or functionality of the Software on a periodic basis.
  6. Software Updates/Upgrades: MDFM is not obligated to issue updates or new versions or releases to or of the Software, but MDFM in its discretion may do so and each of those updates, versions or releases of the Software may have different features and functionalities than previous versions of the Software. This Agreement applies to each update or new version or release to or of the Software made available by MDFM unless MDFM indicates that the update or new version or release is subject to a different agreement, in which case the different agreement will govern.
  7. Technical Support: MDFM is not obligated to provide technical support regarding the Software, but MDFM in its discretion may do so. Your use of MDFM Inc.’s technical support regarding the Software is governed by this Agreement.
  8. Usage Information/Feedback: If you give to MDFM information or data (including diagnostic and analytics data) regarding your use of the Software or your Device, or feedback (including any ideas or suggestions for corrections, enhancements or improvements) regarding any of those items, then MDFM and its successors, assigns and licensees may use the information and feedback for any and all purposes (including to support, maintain and improve the Software and other MDFM products and services) without providing any compensation or attribution to you or any other person.
  9. Technical Requirements/Legal Compliance: You are solely responsible and liable for obtaining, provisioning, configuring, maintaining, paying for, and protecting from loss and damage, all equipment (including your Device), software, and services (including mobile Internet access) necessary for your use of the Software and all data used in association with the Software. You will comply with all applicable laws regarding your use of the Software.
  10. Ownership: MDFM and its licensors own and retain all right, title and interest (including copyright and other intellectual property rights), throughout the world in, to and associated with the Software. The Software is licensed (not sold) to you for limited purposes as expressly set forth in this Agreement. The Software and related intellectual property rights are protected throughout the world by international laws and treaties. Except for the License, you will not acquire any right, title or interest in, to or associated with the Software pursuant to this Agreement or otherwise. Except as required by applicable law, under no circumstances will MDFM be obligated to provide, nor will you be entitled to receive, obtain or access, any source (human readable) code for the Software. All rights not expressly granted under this Agreement are reserved to MDFM and its suppliers and licensors.
  11. Privacy and Confidentiality: Please read our privacy policy (available at onboardMD.com) carefully so that you will understand how your personal information will be treated as you make use of the Software. By using the Software, you accept the terms of the privacy policy. You acknowledge that all non-public information concerning the Software (the “Confidential Information”) is the proprietary and confidential information of MDFM and its licensors. Both during and after the term of this Agreement, you will hold all Confidential Information in confidence, you will use the Confidential Information only in connection with your use of the Software in accordance with this Agreement, and you will prevent any unauthorized use or disclosure of the Confidential Information.
  12. Termination: This Agreement is effective until terminated. You may terminate this Agreement at any time by deleting your account and delivering a notice of termination to MDFM to support@onboardMD.com. MDFM may also provide an online option for deleting your account. This Agreement will terminate immediately and automatically, without any notice to or from MDFM, if you breach this Agreement. If the Software is a pre-release or early access version (a “Beta Version”), then this Agreement will automatically terminate upon expiration of the beta testing period prescribed by MDFM. MDFM in its discretion may terminate this Agreement for MDFM’s sole convenience upon thirty (30) days’ notice to you. Upon termination of this Agreement, the License will immediately terminate and you will immediately cease using the Software and permanently delete and destroy all other copies (full or partial) of the Software in your possession or control. Notwithstanding any other provision of this Agreement, the following provisions of this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive the termination of this Agreement and will remain in full force and effect and be binding upon the Parties as applicable: sections 3, 8, 10, 11, 12, 13, 14, 15, 16 and 17.
  13. DISCLAIMERS:
    1. GENERAL DISCLAIMER: YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION AND USE OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND YOU USE THE SOFTWARE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY NATURE OR KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF OR RELATING TO: DURABILITY; FITNESS FOR A PARTICULAR PURPOSE; MERCHANTABILITY; NON-INFRINGEMENT OF THIRD PARTY RIGHTS; LACK OF VIRUSES OR OTHER DISABLING OR HARMFUL CODE; PERFORMANCE; QUALITY; RESULTS; SUITABILITY; TIMELINESS; TITLE; QUIET ENJOYMENT; OR WORKMANLIKE EFFORT; ALL OF WHICH ARE HEREBY DISCLAIMED BY COMPANY TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE CONTINUOUS, UNINTERRUPTED, SECURE OR ERROR FREE, THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR OPERATE WITH ANY COMPUTER OR DEVICE, THIRD PARTY SOFTWARE OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR ON BEHALF OF COMPANY OR ANY COMPANY REPRESENTATIVE WILL CREATE ANY LEGALLY BINDING OR EFFECTIVE REPRESENTATION, WARRANTY OR PROMISE.
    2. BETA VERSION DISCLAIMER: IF THE SOFTWARE IS A BETA VERSION, THEN THE SOFTWARE IS STILL UNDER DEVELOPMENT AND TESTING AND MAY NOT WORK THE WAY A FINAL VERSION OF THE SOFTWARE IS INTENDED TO WORK. COMPANY RESERVES THE RIGHT NOT TO RELEASE A COMMERCIAL VERSION OF, OR TO CHANGE, ANY BETA VERSION AT ANY TIME WITHOUT NOTICE.
    3. NO HIGH RISK USE: THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR SUITABLE FOR USE IN A SITUATION WHERE FAILURE OR FAULT OF ANY KIND (INCLUDING DELAYS, ERRORS OR INACCURACIES IN PERFORMANCE, CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE) COULD LEAD TO PERSONAL INJURY OR ANY DAMAGE OR LOSS OF ANY NATURE OR KIND WHATSOEVER (“HIGH RISK USE”). HIGH RISK USE OF THE SOFTWARE IS STRICTLY PROHIBITED.
    4. THIRD PARTY SERVICES/MATERIALS: COMPANY DOES NOT CONTROL, AND IS NOT RESPONSIBLE OR LIABLE FOR, ANY SERVICES (INCLUDING THIRD PARTY SERVICES) OR ITEMS (INCLUDING APPLICATIONS, DATA, SOFTWARE OR OTHER CONTENT) PROVIDED BY A THIRD PARTY THAT YOU ACCESS THROUGH OR USE IN CONNECTION WITH THE SOFTWARE OR FOR ANY RESULTING LOSS, DAMAGE OR LIABILITY.
  14. LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY:
    1. LIABILITY EXCLUSIONS/LIMITATIONS: NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY PERSONAL INJURY OR ANY DAMAGE OR LOSS OF ANY NATURE OR KIND WHATSOEVER (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGE OR LOSS, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA OR INFORMATION, LOSS OF USE, LOSS OF PRIVACY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF PRODUCTIVITY, OR ANY OTHER COMMERCIAL DAMAGE OR LOSS) OR ANY LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE SOFTWARE (INCLUDING YOUR USE OR INABILITY TO USE THE SOFTWARE) OR ANY RELATED MATTER; AND (II) IF NOTWITHSTANDING THE FOREGOING COMPANY GROUP IS LIABLE TO YOU OR ANY OTHER PERSON, THEN IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL COMPANY GROUP’S TOTAL AGGREGATE LIABILITY ARISING FROM, CONNECTED WITH, OR RELATING TO THE SOFTWARE (INCLUDING YOUR USE OR INABILITY TO USE THE SOFTWARE) OR ANY RELATED MATTER EVER EXCEED THE AMOUNT OF CDN$5.00. THIS SECTION 15(a) APPLIES TO LOSS, DAMAGE AND LIABILITY HOWEVER CAUSED AND UNDER ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, STRICT LIABILITY, AND STATUTORY LIABILITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING FUNDAMENTAL BREACH OR GROSS NEGLIGENCE) BY COMPANY OR ANY PERSON FOR WHOM COMPANY IS RESPONSIBLE, EVEN IF OTHER REMEDIES ARE NOT AVAILABLE OR DO NOT ADEQUATELY COMPENSATE YOU FOR YOUR LOSS, DAMAGE AND LIABILITY, OR THE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, OR COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE LOSS, DAMAGE AND LIABILITY BEING INCURRED.
    2. EXCEPTIONS: THE LAWS IN SOME JURISDICTIONS PROHIBIT OR LIMIT THE DISCLAIMER OF CERTAIN WARRANTIES AND CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, AND SO THE DISCLAIMERS AND LIABILITY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT MIGHT NOT APPLY TO YOU.
    3. INDEMNITY: YOU WILL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, COSTS, EXPENSES (INCLUDING LEGAL FEES), CLAIMS, COMPLAINTS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, OBLIGATIONS AND LIABILITIES (INCLUDING LEGAL FEES AND EXPENSES AND SETTLEMENT PAYMENTS) ARISING FROM, CONNECTED WITH OR RELATING TO YOUR USE OF THE SOFTWARE OR DOCUMENTATION, OR YOUR NEGLIGENCE, MISCONDUCT OR BREACH OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, COMPANY GROUP RETAINS THE RIGHT TO PARTICIPATE IN THE DEFENSE OF AND SETTLEMENT NEGOTIATIONS RELATING TO ANY THIRD PARTY CLAIM, COMPLAINT, DEMAND, ACTION, SUIT OR PROCEEDING WITH COUNSEL OF THEIR OWN SELECTION AT THEIR SOLE COST AND EXPENSE.
    4. DEFINITIONS: IN THIS SECTION 14, “COMPANY GROUP” MEANS COMPANY AND EACH OF COMPANY’S AFFILIATES, LICENSORS, SUPPLIERS AND SERVICE PARTNERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS, DISTRIBUTORS, AND REPRESENTATIVES, JOINTLY AND SEVERALLY.
  15. Export/Import/Use Restrictions: The Software may include items or technologies that are subject to domestic and international export, import or use restrictions or controls imposed by applicable law. You will comply with all applicable export, import and use restrictions and controls under the laws of Canada, the United States of America, the jurisdiction in which you are located and any other applicable laws in effect from time to time, and you will not export, or permit or assist the export or re-export, import or use of the Software in violation of the laws of Canada, the United States of America, the jurisdiction in which you are located or any other applicable laws, including to any prohibited or restricted country or person. You represent and warrant that you are not located in, under control of, or a national or resident of, an embargoed country or a country that has been designated as a “terrorist supporting” country by any of the governments of Canada, the United States of America, the jurisdiction in which you are located or the United Nations, and that you are not listed on any list of prohibited or restricted persons issued by any of the governments of Canada, the United States of America, the jurisdiction in which you are located or the United Nations, and that your possession or use of the Software is not prohibited by any applicable law.
  16. Government Users: The Software and related documentation are “Commercial Items” (as defined at 48 C.F.R. §2.101) consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Software and related documentation are licensed to U.S. Government end users: (a) only as Commercial Items; and (b) with only those rights as are granted to all other end users as expressly set forth in this Agreement. Unpublished-rights are reserved under the copyright laws of the United States, Canada and all other applicable jurisdictions.
  17. General Matters:
    1. Governing Law: This Agreement, the relationship between you and MDFM, and all related matters will be governed by, and construed and interpreted solely in accordance with, the laws of the Province of Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding any law that implements the United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code or the Uniform Computer Information Transaction Act.
    2. Notices: MDFM may deliver notices under this Agreement to you by email to any email address that you provide to MDFM. You are solely responsible for ensuring that your email addresses on file with MDFM are and remain current and correct throughout the term of this Agreement, and you will promptly give notice to MDFM of any change to your email addresses. You will give all notices under this Agreement to MDFM in writing delivered by email to MDFM at the following email address: support@onboardMD.com.
    3. Enforcement: You acknowledge and agree that your breach of any of sections 3, 10, 11, 13(c) and 14 of this Agreement will result in irreparable harm, loss and damage to MDFM and its licensors and affiliates for which MDFM and its licensors and affiliates could not be adequately compensated by an award of monetary damages; and in the event of any actual or threatened breach of any of those sections by you, and in addition to all remedies available to MDFM and its licensors and affiliates under this Agreement or otherwise, MDFM will be entitled as a matter of right to judicial relief by way of a restraining order, interim, interlocutory or permanent injunction, or order for specific performance, and you will not oppose the granting of that judicial relief and hereby waive all defences to the strict enforcement of this Agreement.
    4. Miscellaneous: No consent or waiver by MDFM to or of any breach of this Agreement by you will be effective unless in writing and signed by MDFM or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. MDFM’s rights and remedies under this Agreement are cumulative and not exhaustive or exclusive of any other rights or remedies to which MDFM may be lawfully entitled under this Agreement or at law, and MDFM will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance this Agreement would fail in its essential purpose. You may not assign this Agreement or any of your rights (including the License) or obligations under this Agreement. MDFM in its discretion may assign this Agreement or any of MDFM’s rights and obligations under this Agreement. The provisions of this Agreement will enure to the benefit of and be binding upon you and MDFM and your respective successors, permitted assigns and personal representatives.
    5. Interpretation: In this Agreement: (a) “this Agreement” and other similar terms refer to this End User License Agreement for the Application as a whole, and not just to the particular provision in which those words appear; (b) headings are for reference only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its provisions; (c) words importing the singular number only include the plural and vice versa; (d) words importing a gender include both genders; (e) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (f) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (g) “law” includes common law, equity, statutes, legal codes, regulations, ordinances and orders in council, and reference to a specific law includes all regulations, and ordinances and orders in council and mandatory guidelines and directives made or issued under the law; and (h) “discretion” or any variation thereof used with respect to a party mean the party’s sole, absolute and unfettered discretion.
    6. Complete Agreement/Governing Language: This Agreement sets forth the entire agreement between you and MDFM regarding the subject matter of this Agreement, and supersedes all prior or contemporaneous communications, representations, negotiations, discussions, agreements, or understandings, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may not be modified, except by a written agreement that expressly states that it is an amendment to this Agreement and is signed by MDFM. You and MDFM have expressly requested and required that this Agreement and all related documents be drawn up in the English language. Subject to applicable law, any translation of this Agreement provided by MDFM is for convenience only, and if there is a conflict or inconsistency between the English version and a non-English version then the English version of this Agreement will take priority and govern.
    7. Contact Information: In the event of any question, complaint or concern regarding this Agreement or the Software, or for more information, please contact us by email to support@onboardMD.com or by mail to MD Financial Management Inc., 1870 Alta Vista Drive, Ottawa, ON, K1G 6R7 Attention: Early Career Team (onboardMD).