Business BCeID Account Registration Agreement

THE PARTIES to this Agreement are Her Majesty the Queen in right of the Province of British Columbia ("Province"), and the legal entity requesting a BCeID Business Account ("Subscriber").

WHEREAS:

A.

The Province's BCeID service facilitates Subscribers obtaining electronic identification in order to access various electronic services ("e-Services") offered by the Province, and by "government bodies" as defined in the Financial Administration Act (B.C.) and other entities as designated by the Province from time to time for the purposes of the Agreement ("Government Bodies");

B.

BCeID Business Accounts are comprised of (i) a Master Login ID that is specific to the Subscriber and (ii) any User Login IDs created by the Subscriber for specified individuals (the "Master Login ID" and the "User Login IDs" are collectively referred to as the "Login IDs"); and

C.

The Subscriber wishes to obtain a BCeID Business Account to access e-Services.

NOW THEREFORE the parties agree as follows:

WARRANTY

1.

The Subscriber warrants that:

a)

it has the power and capacity to accept, execute and deliver the Agreement;

b)

if the Subscriber is not an individual, (i) the individual who executes the Agreement on the Subscriber's behalf is authorized to do so by the Subscriber, and (ii) if the Subscriber is a corporation, that the individual who executes the Agreement on the Subscriber's behalf is authorized to do so by the Subscriber without affixing a traditional signature or the Subscriber's corporate seal; and

c)

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

AGREEMENT

2.

The Subscriber is deemed to have accepted the terms and conditions of this Agreement, together with any applicable Schedules, by clicking the "I ACCEPT" icon located after the text of this Agreement. The Subscriber may request a BCeID Business Account, and upon receipt of the request, the Province may, at its sole discretion, issue a Master Login ID to the Subscriber. If the Province does not issue a Master Login ID to the Subscriber, the Agreement is rescinded.

ACCESS

3.

The Subscriber agrees that:

a)

any individuals specified by the Subscriber to manage its BCeID Business Account are authorized to act on behalf of the Subscriber for the relevant roles or functions, including to administer the Master Login ID and to use the Master Login ID to create and administer User Login IDs; and

b)

in the event that the Subscriber is unable to provide both the Master Login ID and its password, the Subscriber will be required to re-apply for a BCeID Business Account in accordance with paragraph 2 of this Agreement in order to make any changes to its BCeID Business Account.

4.

The Subscriber is responsible for all activities performed by individuals ("Users") in utilizing the Login IDs.

ADDITIONAL TERMS AND CONDITIONS

5.

The Subscriber agrees that the Province or the Government Bodies may require that the Subscriber or any of its Users apply, and be approved, for access to specific e-Services.

6.

The Subscriber agrees that, in addition to the terms and conditions contained in the Agreement, the Province or the relevant Government Body may set terms and conditions in relation to a specific e-Service by posting the terms and conditions on the Web site used to access that e-Service.

7.

The Subscriber consents to the inclusion of its business's legal name and operating name, and other contact information that it has provided or that has been obtained as part of its request for a BCeID Business Account, in the Province's Online Business Directory.

TERMS OF USE FOR USERS

8.

The Subscriber will ensure that its Users abide by paragraphs 10 to 14 of the Agreement, the Terms of Use Statement attached as Schedule "A" to the Agreement ("Terms of Use"), and other terms and conditions that may be posted on the Web site used to access an e-Service.

9.

The Subscriber acknowledges and agrees that the Province or a Government Body may post the Terms of Use, or other terms and conditions, on the Web site used to access an e-Service, but that doing so does not limit the Subscriber's obligations pursuant to paragraph 8 of the Agreement.

SECURITY

10.

The Subscriber will adhere to all security policies, standards or procedures issued by the Province and any Government Bodies in relation to the Login IDs or the e-Services.

11.

The Subscriber will take full advantage of security mechanisms built into the BCeID service or the e-Services, and will ensure that Users change their User Login ID password(s) frequently but, in any event, not less frequently than as required by the BCeID service or the e-Services.

12.

The Subscriber will not:

a)

permit any third party to use its Master Login ID, but may authorize a third party to be issued a User Login ID for the purpose of the third party providing services to the Subscriber, in which case the Subscriber acknowledges that it is responsible for the activities of any third party Users in accordance with paragraph 4 of this Agreement;

b)

divulge, share or compromise its Login IDs;

c)

use or attempt to use the Login IDs of any other Subscriber;

d)

modify or attempt to modify its Login IDs except as required by normal business use;

e)

attempt to defeat or compromise the security related to BCeID or the e-Services;

f)

take any action that might reasonably be construed as altering, destroying or rendering ineffective the security related to BCeID or the e-Services; or

g)

decompile, disassemble, reverse engineer, or otherwise copy any source code associated with BCeID or the e-Services.

OWNERSHIP AND NON-PERMITTED USES

13.

The Subscriber acknowledges and agrees that at all times the Province, the Government Bodies or their respective licensors are the owners of any software, hardware, servers, networks or other equipment used to provide BCeID and the e-Services to Subscribers.

14.

The Subscriber will not take any action that would be inconsistent with or infringe any proprietary and intellectual property rights of the Province, the Government Bodies or their respective licensors to any software, hardware, servers, networks or other equipment, and to any documentation or information, used to provide BCeID or the e-Services to Subscribers.

SUSPENSION OF SERVICE

15.

The Subscriber agrees that the Province or a Government Body may suspend or cancel any User Login IDs at any time if:

a)

a User has committed an act in contravention of paragraphs 10 to 14 of the Agreement;

b)

a User fails to abide by the Terms of Use, or other terms and conditions that may be posted on the Web site used to access an e-Service; or

c)

the Province or a Government Body deem such suspension or cancellation necessary for any good and valid reason.

DURATION OF AGREEMENT

16.

The Agreement will be in effect from the date of execution until terminated pursuant to the provisions of the Agreement.

TERMINATION

17.

The Province may terminate the Agreement:

a)

if, in the Province's sole discretion, the Subscriber or a User breaches a term of the Agreement, immediately upon giving written notice of termination to the Subscriber; or

b)

for any other reason, on giving at least 10 days' written notice of termination to the Subscriber.

WAIVER

18.

No failure or delay on the part of the Province or a Government Body to complain of an act or failure of the Subscriber or a User, or to declare the Subscriber or a User in breach of the Agreement, the Terms of Use or other terms and conditions that may be posted on the Web site used to access an e-Service, will constitute a waiver by the Province or a Government Body of its rights.

ASSIGNMENT AND SUBCONTRACTING

19.

The Subscriber will not, without the prior written consent of the Province:

a)

assign or transfer the Agreement or any of its rights under the Agreement; or

b)

subcontract any obligation of the Subscriber under the Agreement.

AMENDMENT

20.

The Subscriber agrees that the Province may, at its sole discretion, amend the terms and conditions of the Agreement by providing notice of the revised Agreement to the Subscriber. Continued use of the Login IDs constitutes acceptance by the Subscriber of the revised Agreement.

LIMITATION OF LIABILITY

21.

THE PROVINCE WITH REGARD TO THE BCeID SERVICE, AND THE PROVINCE AND THE GOVERNMENT BODIES WITH REGARD TO THE E-SERVICES, ASSUME NO RESPONSIBILITY OR LIABILITY TO ANY PERSON USING THE LOGIN IDS, ACCESSING ANY E-SERVICE OR ACCESSING ANY INFORMATION GENERATED THEREFROM, AND IN PARTICULAR:

a)

in no event will the Province, the Government Bodies and their respective servants, agents, directors, contractors, and employees be liable for direct, indirect, general, special, or consequential damages including personal injury, lost profits, lost savings, or any other incidental damages arising out of the use of, or inability to use BCeID or the e-Services, or to utilize any information or data contained therein; and

b)

the Province, the Government Bodies and their respective servants, agents, directors, contractors, and employees make no warranty or representation, either express or implied, with respect to BCeID or the e-Services, any information or data contained therein, or with respect to their performance, quality, merchantability, or fitness of BCeID or the e-Services for a particular purpose.

INDEMNITY

22.

The Subscriber indemnifies and saves harmless the Province, the Government Bodies and their respective servants, agents, directors, contractors, and employees (each an "Indemnified Person") against any and all losses, claims, damages, actions, causes of action, costs and expenses that an Indemnified Person may sustain, incur, suffer, or be put to by reason of an act or omission of the Subscriber or of its servants, agents, directors, contractors and employees, including by reason of the unauthorized release of information to third parties or the provision of incorrect, incomplete or misleading information to third parties, and the operation or failure of the Subscriber's computer hardware, software, or equipment.

GENERAL

23.

Any notice, consent, waiver or other document referred to in the 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,

if to the Province:

Email: BCeIDRegistrationDesk@gov.bc.ca

Mailing Address:
BCeID
PO Box 9412 Stn Prov Govt
Victoria, BC V8W 9V1

Fax: 250-387-2907

and, if to the Subscriber:

to the Subscriber's account manager at the address, fax number and email address specified in the Subscriber's request for a BCeID Business Account.

24.

The parties may give notice to the others of a substitute address, fax number, email address, or name or title of contact person from time to time.

25.

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

26.

The Schedules to the Agreement are part of the Agreement. In the event of a conflict or inconsistency between the Agreement and any terms and conditions specific to an e-Service as described in paragraph 6 of the Agreement, the terms and conditions of the Agreement prevail.

27.

Time will be of the essence of the Agreement.

28.

The Agreement will not in any way make the Subscriber or any User an employee, agent or independent contractor of the Province or of any Government Body.

29.

The Agreement will be for the benefit of and be binding upon the successors and permitted assigns of the Subscriber.

30.

All provisions of the Agreement in favour of the Province or the Government Bodies, and all rights and remedies of the Province or the Government Bodies, either at law or in equity, will survive the termination of the Agreement.

31.

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

SCHEDULE "A"

Business BCeID Terms of Use Statement for Users

Your failure to abide by this Terms of Use Statement ("Terms of Use") may result in the suspension or cancellation of your User Login ID used to access any e-Service. In addition, both the Province of British Columbia ("Province") and any Government Body providing this e-Service reserve the right to pursue any remedy available at law or in equity. Please print a copy of this Terms of Use for your records.

This Terms of Use may be modified without notice. In the event that changes are made to this Terms of Use, the modified version will be reposted on this Web site.

SECURITY

1.

You will not:

a)

permit any third party to use your User Login ID;

b)

divulge, share or compromise your User Login ID;

c)

use or attempt to use any Login ID of any other Subscriber or User;

d)

modify or attempt to modify any Login ID except as required by normal business use;

e)

attempt to defeat or compromise the security related to BCeID or any e-Service;

f)

take any action that might reasonably be construed as altering, destroying or rendering ineffective the security related to BCeID or any e-Service; or

g)

decompile, disassemble, reverse engineer, or otherwise copy any source code associated with BCeID or any e-Service.

OWNERSHIP AND NON-PERMITTED USES

2.

You will not take any action that would be inconsistent with or infringe any proprietary and intellectual property rights of the Province, any Government Body or their respective licensors to any software, hardware, servers, networks or other equipment, and to any documentation or information, used in relation to BCeID or any e-Service.

DISCLAIMER

3.

BCeID AND THIS E-SERVICE ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND INCLUDING WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE PROVINCE NOR THE GOVERNMENT BODY, IF APPLICABLE, WARRANT THE ACCURACY OR THE COMPLETENESS OF BCeID OR THE E-SERVICE, OR THAT BCeID OR THE E-SERVICE WILL FUNCTION WITHOUT ERROR, FAILURE OR INTERRUPTION.

JURISDICTION

4.

Your access to this e-Service will be governed by, and construed and interpreted in accordance with, the laws of the Province of British Columbia, Canada.