PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
- Welcome to the Smart Doculog website, an online service designed and offered by Smart Doculog and its affiliates especially for businesses around the globe. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a user and subscriber.
- This Customer Agreement / Application (“Application”) is made to Smart Doculog; S D Analytics Inc, each of their respective operating subsidiaries and affiliates (collectively “Smart Doculog”) or any one or more operating subsidiaries or affiliates comprising Smart Doculog (individually, an “Operating Company” or collectively, Operating Companies”) to extend credit accommodations to the applicant named below and in accordance with the terms below. While Smart Doculog may refer collectively to all of the entities comprising Smart Doculog, in context, it also means Smart Doculog or the Operating Company or Operating Companies providing service to applicant, or both.
- Upon approval of this Agreement / Application, Smart Doculog, in its sole discretion and notwithstanding any
request of the Applicant, shall have the right to terminate the Applicant’s credit privileges under this Application at
any time without prior notice to Applicant, except as otherwise provided by law. - All services by applicant of goods and/or services from Smart Doculog will be made in accordance with the
terms and conditions of this Application. - The entire outstanding balance due to Smart Doculog on all invoices shall become due in full immediately upon the failure to pay any invoice or if the Applicant ceases doing business with Smart Doculog for any reason. Applicant agrees to pay interest in the amount of 1.5% per month, or 19.2% per annum compounded, or the highest rate permitted by law, whichever is less on any past due amounts until collected, and Applicant agrees to pay all
costs of collection incurred by Smart Doculog, including legal fees and expenses, should a default in payment or any other obligation of Applicant to Smart Doculog occur. - If any of the Applicant’s cheques are returned unpaid by the Applicant’s bank or other financial institution, the
Applicant shall pay Smart Doculog any applicable and reasonable service charges, as determined by Smart
Doculog in its sole discretion. - This Application and all transactions between Applicant and Smart Doculog shall be governed by and interpreted in
accordance with the laws and decisions of the province/state where Smart Doculog’s operating company
which provided this Application is located, without regard to the conflicts of law provisions thereof (the “Applicable
Jurisdiction”). - Applicant and Smart Doculog irrevocably agree, and hereby consent and submit to the non-exclusive jurisdiction of any province/state or federal court located in the Applicable Jurisdiction, with regard to any actions or proceedings arising from, relating to or in connection with Applicant’s obligations to Smart Doculog or this Application. Applicant hereby waives any right Applicant may have to transfer or change the venue of any litigation filed in such courts.
- Applicant expressly agrees that Smart Doculog shall not be responsible for any service or product nonconformity as to quality, with remedial measure being discontinuation of the service and full payment of unpaid invoices.
- Applicant shall notify Smart Doculog in writing prior to any change of ownership of Applicant or sale of Applicant’s business or part thereof. Applicant shall at the request of Smart Doculog assign to Smart Doculog all proceeds of a proposed sale of its business or part thereof up to the amount owing by Applicant to Smart Doculog as at the date of closing of such sale.
- Applicant hereby consents to Smart Doculog’s collection, use and disclosure of Applicant’s Personal Information in relation to, and support of, this Application and the administration of any credit extended in connection therewith in accordance with Smart Doculog’s Privacy Policy, as amended from time to time, a copy of which Applicant hereby acknowledges having received and reviewed.
- The approximate initial amount of credit that Applicant requires per month shall not be binding upon Smart Doculog, nor shall Smart Doculog incur liability by granting, reducing, increasing or refusing such amount. Applicant hereby certifies that the information furnished under this Application and any other financial statements furnished in connection herewith, is true, complete, and correct and that this information is being furnished to Smart Doculog for the purpose of inducing Smart Doculog to extend credit to Applicant and understands that Smart Doculog intends to rely upon such information. Applicant understands and agrees to be bound by the terms incorporated herein by reference and contained on the reverse side hereof and all invoices and other documents furnished by Smart Doculog from time to time, all of which are incorporated herein by reference, and to advise Smart Doculog of any material change in the information provided herein, including but not limited to, change of ownership, address or telephone number or a sale of business or a part thereof. Applicant understands that Smart Doculog will retain this Application whether or not it is approved. Applicant hereby authorizes Smart Doculog to check Applicant’s and Applicant’s principals’ credit history and trade, bank and personal references (whether or not referenced in this Application) for customary credit information to confirm the information contained on and in respect of this Application, including but not limited to, sending a copy hereof to the trade and bank reference and to release information to other creditors regarding Applicant’s credit experience with Smart Doculog.
- If you use this website, you are agreeing to be bound by these Terms of Use without any modification or qualification. If for any reason you are unable to meet all the conditions set forth in these Terms of Use, or if you breach any of the Terms of Use contained herein, your permission to use Smart Doculog or access any of Smart Doculog’s Services (defined below) immediately lapses and you must destroy any materials downloaded or printed from the Smart Doculog website.
- Smart Doculog reserves the right to modify or change these Terms of Use at any time without giving prior notice,
including but not limited to pricing offered. We shall, however, notify you of significant changes by email or by
posting an announcement on the Site. Your use of Smart Doculog is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking “Terms of Use” hyperlink at the bottom of our Site pages. - Smart Doculog grants you a non-exclusive, nontransferable limited license to use Smart Doculog and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the
intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of
any applicable license agreements. - You agree that any notices, disclosures, agreements and other communications that we may deliver or
communicate to you from time to time comply with the terms of any applicable electronic documents legislation,
including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed
and stored for further use by you. - You may provide access to certain apps to authorized users. An authorized user is someone designated by you via
“adding a user” functionality available in Smart Doculog. Such authorized users may have access to your account
information and perform various tasks as instructed by you which include but are not limited to adding/approving/posting/flagging invoices, categorizing transactions, and any other lawful tasks that you may
prescribe. If you administer your Smart Doculog account on behalf of a business or corporation, you represent and
warrant that you have the right to provide access to other users. - Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay
causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out
herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of Smart Doculog or the
Services whatsoever is to discontinue using Smart Doculog and the Services. - You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using Smart Doculog or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your website and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of Smart Doculog and the Services. Smart Doculog Financial accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using Smart Doculog or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
- While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.
- The customer is entirely responsible for any activities that occur under its account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Smart Doculog Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Smart Doculog Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
- You acknowledge and agree that you are prohibited from entering credit card data into any form or data entry fields in Smart Doculog, except into those fields intended solely for that purpose (i.e. where Smart Doculog explicitly requests such data be entered into such fields).
- The subscribers and the users hereby agree to release, remise and forever discharge the Smart Doculog parties from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, including without limitation any lost profit, indirect, consequential, exemplary, incidental, special or punitive damages (collectively, a “claim”) whether known or unknown, which now or hereafter arise from, relate to, or are connected with (i) this agreement; (ii) the use of Smart Doculog and its services and any related applications including the pro network and third party services; (iii) the use of any software related to Smart Doculog ; (iv) viruses, spyware, service provider failures or internet access interruptions; (v) loss of use, loss of data, error, inaccuracy of data, payment failure, payment defect, inaccurate calculations (except as otherwise set out herein), downtime, identity theft, fraud or unauthorized access; or (vi) any information, document, materials, tools, utilities, product or data that relating to the use of Smart Doculog and the services; whether such claim is based in contract or tort or otherwise, even if we have been advised of the possibility of such claim, or such claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
- For greater certainty, in no event shall we (and our suppliers) be liable to you or any third party for any lost
profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or
relating to this agreement or your use of, or inability to use, the site or services, even if we have been advised of
the possibility of such damages. Access to, and use of, Smart Doculog and services are at your own discretion
and risk, and you will be solely responsible for any damage, misuse, error, or loss of data arising from such
access and use. - Smart Doculog may terminate this agreement and your use of Smart Doculog at any time and for any reason with
reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use Smart Doculog on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by sending an email with subject “Close
Smart Doculog Account” to the contact found on your Account page. In the case of a company, upon an order
or a resolution being passed for the purposes of winding up the business activities other than for the purposes of
amalgamation, merger, or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using Smart Doculog indefinitely. We may at our option
immediately block your access to Smart Doculog. - Smart Doculog and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using Smart Doculog and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Smart Doculog constitute trade secrets. The usage of our services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using Smart Doculog by a user or otherwise provided for accessing Smart Doculog on the user’s behalf shall at all material times remain the property of the user. The user hereby grants to Smart Doculog a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with Smart Doculog and the Services for uses related to the delivery of the Services.
- Materials on and relating to Smart Doculog, including the content of Smart Doculog and any software downloaded from Smart Doculog, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Smart Doculog reserves all rights in and to such materials. The subscriber will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Smart Doculog or any content therefrom without Smart Doculog’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Smart Doculog.
- The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
- Users are not allowed to upload things that don’t belong to them. Users are not allowed to get into Smart Doculog’s secure machines and systems, or anyone else’s account.
- No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Smart Doculog in a manner that is inconsistent with our intellectual property rights over the software.
- No user shall promote any commercial interest, falsify or delete any information on Smart Doculog, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize Smart Doculog under false pretenses.
- If you are a California resident, you hereby waive California civil code 1542 in connection with any release provided by you in these terms of use, including the foregoing, which section states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release which if known by him or her must have materially affected his or her settlement with the debtor.”
- You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and Smart Doculog. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
- For the purposes of fraud prevention and law enforcement.
- To comply with any legal, governmental, or regulatory requirement.
- To our lawyers in connection with any legal proceedings; and
- To comply with a court order.
- If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. Smart Doculog’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.
- The subscriber and the user acknowledge that we may retain a copy of his/her/its transactional information gathered through the use of Smart Doculog and other information uploaded on the subscriber’s account. We may in certain circumstances export user information outside the Province of Ontario and outside of Canada. We shall not share personal information with anyone except in the manner provided in our Privacy Policy.
- Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
- All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or
linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be
unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable. - The website www.Smartdoculog.com, is property of SD Analytics Inc. a company incorporated under the Canada
Business Corporations Act. - Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
- You and we expressly acknowledge and agree that this agreement and all related agreements, schedules,
materials, licenses, and policies be drafted in the English language only. - If you elect to have Smart Doculog access information from a third-party account by providing the access
information to such third-party account, our service provider, will access such third-party accounts for the
purposes of performing the Services. This can include aggregation of bank transaction data as well as account
verification. By providing the requisite access information to Smart Doculog, you grant us and our Bank
Data Providers permission and authority to access the relevant third-party accounts, on your behalf or on behalf
from the principal account holder and retrieve the relevant information to make it available as part of the Services
and agree to be bound by our Bank Data Provider’s terms of use in addition to these Terms of Use. You are not
permitted to provide Smart Doculog with any access information for any third-party accounts for which you
are not the principal account holder unless you have the authority to act on behalf of the principal account holder. - Smart Doculog is not obligated to review the information for any purpose, including but not limited to accuracy. It
is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information provided to us or any third-party service providers in connection with any of the Services. - You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and
other access credentials which allow the use of Smart Doculog and access to the Services. You understand and
agree that you are liable for unauthorized use of your account. - No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall
impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar
breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single
breach or default shall operate or be construed as a waiver of any subsequent breach or default.