Parties

1. The parties to this Subscription Agreement (“Agreement”) are Her Majesty the Queen in right of the Province of British Columbia, as represented by the Queen’s Printer (the “Queen’s Printer”) and the entity or individual described as the “Subscriber” in the General Public System Access Request Form.

QP Legaleze and Data

2. QP LegalEze is a research tool that allows for electronic access to the Statutes and Regulations of British Columbia, Gazette Part II, Supplements, Table of Legislative Changes, Historical Tables, Bulletins, Rules of Court, Bills, and Orders-In-Council Resumes (with information, images, documents and other material made available by the Queen’s Printer through QP LegalEze, collectively referred to as the “Data”).

Agreement and Grant of Licence

3. By completing the General Public System Access Request Form and submitting it to the Queen’s Printer, the Subscriber is deemed to have accepted the terms and conditions set out in this Agreement, and offers to enter into this Agreement and to purchase a non-exclusive, non-transferable, revocable licence that allows one employee of the Subscriber (a “User”) to access and use QP LegalEze at any given time (a “Concurrent User Licence”) on the terms contained in this Agreement.

4. The Queen’s Printer, upon indicating its acceptance of the Subscriber’s offer to enter into this Agreement by the earlier of either activating the User IDs (defined below) or issuing an invoice to the Subscriber for the fees payable to the Queen’s Printer (“Fees”), grants to the Subscriber the Concurrent User Licences purchased on the terms of this Agreement
Access.

5. Each Concurrent User Licence may be associated with up to 1 identification name or number assigned by the Queen’s Printer to the Subscriber (“User ID”) for the purpose of accessing QP LegalEze.

6. Each User ID will be associated with one User’s electronic mail address (“Personal User E-mail Address”) for the primary purpose of the Queen’s Printer sending update notifications regarding the Data.

7. Each User ID will be assigned an alphanumeric sequence by the Queen’s Printer that validates a User ID on QP LegalEze.

8. Subject to paragraph 9, for each User ID issued by the Queen’s Printer, the Queen’s Printer will provide:

(a) unlimited, 24-hour Internet access to QP LegalEze;

(b) basic training and technical assistance in the functions of QP LegalEze; and

(c) international, toll-free telephone support from Monday to Friday, 8:30 a.m. to 4:30 p.m. Pacific time, excluding government of British Columbia statutory holidays.

9. The Queen’s Printer is not responsible for failure to provide access to QP LegalEze or the Data for any reason including:

(a) the Subscriber’s equipment;

(b) the Internet or any communication facilities;

(c) any causes or conditions beyond the control of the Queen’s Printer; or

(d) scheduled maintenance outages.

Concurrent User Licence

10. All Concurrent User Licences initially purchased on the System Access Request Form (“Initial Licences”) will be in effect for the period starting on the date that the Queen’s Printer activates the respective User IDs (“Start Date”) and expiring on the last day of the 12th full calendar month after the Start Date (“End Date”), unless renewed by mutual consent of the parties for the period described in paragraph 11 (at which time the Initial Licences will become “Renewal Licences”).

11. On first renewal, the Renewal Licences will be in effect for the period starting on the first day after the End Date (“Renewal Start Date”) and expiring on the first anniversary of the End Date (“Renewal End Date”), unless further renewed by mutual consent of the parties.

12. On any subsequent renewal, the Renewal Licences will be in effect for the period starting on the anniversary of the Renewal Start Date and expiring on the subsequent anniversary of the Renewal End Date unless further renewed on the mutual consent of the parties.

13. From time to time after the Start Date or, if renewed, after a Renewal Start Date, the Subscriber may purchase additional Concurrent User Licences (“Additional Licences”).

14. All Additional Licences will be in effect for the period starting on the date that the Queen’s Printer activates the respective User IDs (also a “Start Date”) and expiring concurrently with all other Initial Licences or Renewal Licences as the case may be, on either the End Date or a Renewal End Date respectively, unless renewed by mutual agreement of the parties (at which time the Additional Licences will also become “Renewal Licences”).

Renewal

15. Prior to the End Date or, if applicable, a Renewal End Date, the Queen’s Printer will send to the Subscriber:

(a) notice of renewal, which may include notice of increases to Fees payable and an invoice for the Fees payable for any Renewal Licences; or

(b) notice that the Concurrent User Licences will not be renewed by the Queen’s Printer.

16. Upon receipt of the Queen’s Printer’s notice of renewal, if the Subscriber wants to reduce the number of Concurrent User Licences, the Subscriber may pay only those Fees owing for the number of Renewal Licences desired.

Fees

17. The Fees will be calculated at the time of ordering or renewing, as applicable, on the basis of:

(a) the Fees published by the Queen’s Printer on the QP LegalEze Web site or as may be increased in a notice of renewal;

(b) for each Initial Licence or Renewal Licence, the full subscription Fee;

(c) for Additional Licences added after the Start Date, the pro-rated subscription Fee from the first day of the calendar month following the respective Start Date until the End Date; and

(d) for Additional Licences added after a Renewal Start Date, the pro-rated subscription Fee from the first day of the calendar month following the respective Start Date until the subsequent Renewal End Date.

18. If for any reason this service is discontinued, the Subscriber will be entitled to a full refund.

Invoicing and Payment of Fees

19. For Initial Licences, the Subscriber will submit payment for the Fees owing with the completed General Public System Access Request Form.

20. For Additional Licences, and Renewal Licences renewed by mutual consent, the Queen’s Printer will issue invoices to the Subscriber and the Subscriber will pay those Fees owing in arrears prior to the due date indicated on the invoice.

21. The Subscriber agrees that interest on overdue Fees accrues, and is payable, at rates set in accordance with the British Columbia Interest on Overdue Accounts Receivable Regulation.

Additional Services

22. The Queen’s Printer may, from time to time, make available to the Subscriber additional services on terms and at Fees determined by the Queen’s Printer.

23. If the Subscriber agrees to purchase the additional services described in paragraph 23, those services will be governed by this Agreement.

Statement of Use

24. By entering into this Agreement, the Subscriber agrees to abide by, and will ensure that all of its Users will abide by, the Statement of Use (“Statement”) attached as Schedule “A“ to this Agreement and which is published on the QP LegalEze Web page used to enter the User IDs and Passwords (“Web Page”).

Term of Agreement

25. The term of this Agreement commences on the Start Date of the Initial Licences and ends on the latter of the End Date or, if renewed, on the last Renewal End Date, unless earlier terminated pursuant to the provisions of this Agreement.

26. If the Subscriber breaches a term of this Agreement, or if the Subscriber or any of its Users breaches a term of the Statement, the Queen’s Printer, at its sole discretion, may terminate any Concurrent User Licence or this Agreement at any time and without notice.

27. No failure of delay on the part of the Queen’s Printer to complain of an act or failure of the Subscriber or a User, or to declare the Subscriber or a User in breach of this Agreement or the Statement, will constitute a waiver by the Queen’s Printer of its rights under this Agreement.

Subscriber’s Warranties and Representations

28. The Subscriber warrants:

(a) that it has the power and capacity to accept, execute and deliver this Agreement; and

(b) this Agreement is legally binding upon and enforceable against the Subscriber in accordance with its terms.

29. If the Subscriber is a corporation, it represents and warrants to the Queen’s Printer that it has authorized the person or persons who have completed the General Public System Access Request Form on its behalf to enter into this Agreement on its behalf without affixing the corporation’s common seal.

Assignment

30. The Subscriber will not, without the prior written consent of the Queen’s Printer, assign or transfer this Agreement or any of its rights under this Agreement.

Amendment

31. The Queen’s Printer may, at its sole discretion, amend the terms and conditions of this Agreement by providing notice to the Subscriber of the revised terms and conditions and, when so provided, the revised terms and conditions will apply.

32. The Queen’s Printer may at any time, at its sole discretion, amend the Statement and by publishing the amended Statement on the Web Page, the Queen’s Printer will be deemed to have provided the Subscriber with notice of the amended Statement.

General

33. Any notice referred to in this Agreement, to be effective, must be in writing and will be deemed validly given or delivered to and received by the addressee, if mailed then on the third business day after the mailing by prepaid post addressed, if sent by facsimile transmission then when so transmitted, or if sent by electronic mail then on entering an information system outside the control of the addressor.

34. This Agreement is governed by and is to be construed in accordance with the laws of British Columbia.

35. This Agreement and any modification of it constitute the entire agreement between the parties.

36. The schedule to this Agreement and the General Public System Access Request Form are part of this Agreement.

37. Time will be of the essence of this Agreement.

38. With the exception of information requested by Queen’s Printer, any changes to the System Access Request Form made by the Subscriber are as if not written.

39. In the event of a conflict between this Agreement and the System Access Request Form, this Agreement will prevail.

Schedule “A”
Statement of Use
QP LegalEze

By entering a User ID and Password, and clicking the “Agree” button, you represent your agreement to abide by this Statement of Use.

In the event that you do not abide by this Statement of Use, Her Majesty the Queen in right of the Province of British Columbia, as represented by the Queen’s Printer (the “Queen’s Printer”), may terminate any Agreement, Memorandum of Understanding or Licence that permits you to access QP LegalEze, a research tool that allows for electronic access to the Data, and may pursue any remedy available at law or in equity.

Copyright

1. Copyright in any or all information, images, documents and other material made available by the Queen’s Printer through QP LegalEze, including the Statutes and Regulations of British Columbia, Gazette Part II, Supplements, Tables of Legislative Change, Historical Tables, Bulletins, Rules of Court, Bills, and Orders-In-Council Resumes (the “Data”) belongs exclusively to the Queen’s Printer. Further details about copyright protection over the Data and other government-owned works can be obtained by reference to the federal Copyright Act and the Core Policy Manual, Section 6.3.4(e).

Non-permitted Uses

2. You agree that you will not, without the prior written consent of the Queen’s Printer:

(a) provide access to QP LegalEze or the Data, or make available the same, to any third party by sale, rental, lease, lending, exchange, donation, commercial distribution or other means;

(b) create any good or product, or provide any service that uses, is derived from, modifies or incorporates the Data; or

(c) copy the Data in any form, other than for private study or private research, or for use within letters of advice provided by a lawyer, accountant or other professional, as well as reproduction for use in judicial, administrative or parliamentary proceedings.

Security

3. You will not:

(a) permit any third-party to use any identification name or number used to access QP LegalEze (a “User ID”) or any alphanumeric sequence that validates a User ID on QP LegalEze (a “Password”);

(b) divulge, share or compromise any User IDs or Passwords;

(c) use or attempt to use the User ID or Password of any other Subscriber;

(d) modify or attempt to modify any User ID or Password;

(e) test or examine the security related to QP LegalEze;

(f) take any action that might reasonably be construed as altering, destroying or rendering ineffective the Data or QP LegalEze;

(g) decompile, disassemble, reverse engineer, or otherwise copy the Data or QP LegalEze source code; or

(h) alter the format or content of a print or display of any Data retrieved from QP LegalEze.

Not Official Version

4. You acknowledge and agree that the Data included in QP LegalEze are not the official version of the Data. The official version remains the printed version published by the Queen’s Printer.

Disclaimer

5. QP LEGALEZE AND THE DATA ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND INCLUDING WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE QUEEN’S PRINTER DOES NOT WARRANT THE ACCURACY OR THE COMPLETENESS OF THE DATA OR THAT QP LEGALEZE WILL FUNCTION WITHOUT ERROR, FAILURE OR INTERRUPTION.

6. NO ACTION MAY BE BROUGHT BY ANY PERSON AGAINST THE QUEEN’S PRINTER FOR ANY LOSS OR DAMAGE OF ANY KIND CAUSED BY ANY REASON OR PURPOSE INCLUDING, WITHOUT LIMITATION, RELIANCE ON THE COMPLETENESS OF THE DATA OR THE FUNCTIONING OF QP LEGALEZE.

Change of Terms

7. The Queen’s Printer may at any time, at its sole discretion, amend this Terms of Use Statement and, by publishing the amended terms and conditions on the web page used to enter the User IDs and Passwords, the Queen’s Printer will be deemed to have given you notice of the amended terms and conditions.

Jurisdiction

8. This Terms of Use Statement and your access to QP LegalEze will be governed by, and construed and interpreted in accordance with, the laws of the Province of British Columbia, Canada.