ExactDeposit Terms of Use – Home Buyer

These Terms of Use (“Agreement”) applies to your use of www.exactdeposit.ca (the “Website”) and the Services (as defined herein) and is a legal contract between you and ExactDeposit Inc. (“ExactDeposit”/”we”/”us”). Any questions regarding this Agreement should be directed to support@exactdeposit.ca. We may amend this Agreement at any time. The revised version will be effective immediately after posted to the website. Changes will not apply retroactively. Your continued use of the Services following any update to this Agreement will be deemed acceptance of the updated Agreement. If you do not agree to the modified terms of this Agreement, you should discontinue your use of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING OUR SERVICES. BY BROWSING, REGISTERING FOR, ACCESSING OR USING ANY EXACTDEPOSIT SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY ADDITIONAL GUIDELINES REFERENCED IN THIS AGREEMENT (INCLUDING OUR PRIVACY POLICY WHICH GOVERNS OUR COLLECTION AND USE OF PERSONAL INFORMATION). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU DO NOT HAVE PERMISSION TO USE THIS WEBSITE AND YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THE SERVICES AND FOLLOW THE APPLICABLE INSTRUCTIONS IN THIS AGREEMENT.

Definitions

    1. “Session” or “deposit payment session ” means a deposit payment that a REALTOR® creates on the Website in order for the user to use of certain Services
    2. “Business Day” is every Monday through Friday, excluding statutory holidays in Canada.
    3. “Chargeback” means a request that a cardholder files directly with his or her credit card company or credit card issuing bank to invalidate a payment.
    4. “Claim” means a claim filed directly against ExactDeposit.
    5. “Dispute” means a dispute between a User and ExactDeposit.
    6. “Force Majeure” means circumstances beyond ExactDeposit’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
    7. “Real-Estate Brokerage” refers to the Selected Real-Estate Brokerage where deposit funds are directed.
    8. “ExactDeposit,” “we,” “us” or “our” means ExactDeposit Inc. and its subsidiaries.
    9. “Payment Method” means a permitted payment method used to fund a transaction through the Services, including but not limited to credit or debit cards.
    10. “Personal Data” means any personally identifiable information concerning a User, including but not limited to the following: name, email address, address, phone number, and credit or debt card number.
    11. “Platform” means our infrastructure and applications that enable use of the Services.
    12. “Services” means all products and services and any other features, technologies and/or functionalities offered by us on the Website or through any other means.
    13. “Policy” or “Policies” means any Policy or other agreement between you and ExactDeposit that you entered into on the ExactDeposit website, or in connection with your use of the Services.
    14. “Deposit Payment” means the amount you are paying to the Selected Real-Estate Brokerage.
    15. “Provider” means any third party we use to provide the Services for you.
    16. “Restricted Activities” means all forbidden and restricted activities in relation to your use of the Services including those specific activities described in Section 4.1 of this Agreement.
    17. “User,” “you” or “your” means you the Real-Estate Buyer and any other person or entity using the Service.
    18. “Website” means the exactdeposit.ca website, including all subpages, successor pages, and any third party payment processing pages.
  1. ExactDeposit Services
    1. Services Description. ExactDeposit provides Services that facilitate the secure delivery of financial deposits on Canadian Real-Estate properties electronically between a home buyer and a Selected Real-Estate Brokerage’s trust account using a credit card.
    2. ExactDeposit and Real-Estate Brokerages. ExactDeposit may customize the information collected from you at time of payment. This information is subject to change at any time and may include but is not limited to your full name, property address, phone number, etc. As further outlined in our Privacy Policy, you agree to allow ExactDeposit to share this collected information with Real-Estate Brokers/REALTORS® directly involved in your Deposit Transaction/Property Purchase.In addition to the terms and conditions contained in this Agreement, you also agree to be bound by all terms and conditions of the Real-Estate Brokerage whom you are paying. Specifically, Fees are governed by the terms and conditions of this Agreement, while Deposit payments (once transmitted to Real-Estate Brokerage) are governed by the applicable Provincial Real-Estate Board’s terms and conditions. In transacting with Real-Estate Brokerages and using the Services, you acknowledge and agree that ExactDeposit is acting only as an intermediary and is not a party to any transaction between Real-Estate Buyers/Sellers, Real-Este Brokerages, and REALTORS®. ExactDeposit assumes no responsibility and will have no liability of any kind whatsoever in respect to your dealings with Real-Estate Brokerages/REALTORS® with regards to Deposit Payments, the proper and timely delivery of goods or services by Real-Estate Brokerages, REALTORS®, etc. ExactDeposit in no way endorses, recommends and/or bears any responsibility or liability for any products, services or statements made by Real-Estate Brokerages or REALTORS®. Real-Estate Brokerages or REALTORS® statements and opinions are not representative of ExactDeposit or its business partners.
    3. System Availability. ExactDeposit will use commercially reasonable efforts to make the Services available at all times except for: (a) planned downtime, or (b) any unavailability due to Force Majeure. Planned downtown and routine maintenance and updates may result in temporary unavailability of the Platform and temporary inability to initiate or process Deposit Payments and ExactDeposit will attempt to notify you in advance of any scheduled downtime on the Website but will have no liability to you or any third party in respect of your inability to access the Platform or Services at any time.
    4. ExactDeposit Mobile Website. The mobile website allows Users to access many of the Services through a mobile device. If you use the mobile website you are responsible for any fees that your service provider charges for data services, etc. Your service provider is not the provider of the Services offered by ExactDeposit.
  2. Eligibility and Usage
    1. Eligibility Requirements. In order to use the Services, (i) you must be an individual person at least 18 years of age and able to form legally binding contracts under applicable law, (ii) you must have a valid and active e-mail address, and (iii) you must have a valid credit or debit card issued on the MasterCard®, Visa®, or American Express® networks. Other restrictions may apply.
    2. Identity Authentication & Privacy. Personal Data provided through accessing the Website and using the Services will be governed by our Privacy Policy located at exactdeposit.ca/legal/privacy-policy. You authorize ExactDeposit, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address or financial instruments, and verifying your Information against third party databases or through other sources. If ExactDeposit cannot verify your identity, ExactDeposit reserves the right to deny you use of the Services. For more information, please review our Privacy Policy.
    3. Usage Limitations. You agree that you will not provide access to the Services to any party other than yourself, and you will take reasonable precautions to safeguard your authentication details and keep them confidential. You agree to use the Services only for lawful purposes.
  3. Acceptable Use
    1. Restricted Activities. In connection with your use of our Website, or the Services, or in the course of your interactions with ExactDeposit, a Real-Estate Brokerage, a REALTOR®, or a third party you will not:
      • Breach this Agreement or any other agreement or policy that you have agreed to with ExactDeposit;
      • Violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising);
      • Infringe ExactDeposit’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
      • Act in a manner that is defamatory, trade libelous, threatening or harassing;
      • Provide false, inaccurate or misleading information;
      • Send or receive what we reasonably believe to be potentially fraudulent funds;
      • Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
      • Use an anonymizing proxy;
      • Use the Services in a manner that results in or may result in complaints, Disputes, Claims, Chargebacks, fees, fines, penalties and other liability to ExactDeposit, a third party or You;
      • Use the Services on behalf of another party without authorization from such party;
      • Supply ExactDeposit or its Real-Estate Brokerages with outdated, false, inaccurate, or incomplete information;
      • Use the Services in a manner that ExactDeposit, MasterCard®, Visa®, American Express®, or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
      • Provide yourself a cash advance from your credit card (or help others to do so);
      • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
      • Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
      • Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
      • Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
      • Take any action that may cause us to lose any of the Services from our member Real-Estate Brokerages, payment processors, or other suppliers;
      • Use the Services other than for legitimate transactional purposes (e.g. to test and probe credit card behaviors);
      • Use the Platform to operate or engage in any business regulated by the Government of Canada or any other relevant regulatory body. Such businesses include but are not limited to money service businesses or virtual currency exchanges;
      • Resell, re-skin, or otherwise distribute the Services – in part or in whole – to other individuals or businesses.
    2. Your Liability. You are responsible for all fees, fines, penalties and other liability incurred by ExactDeposit, yourself, or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse ExactDeposit or a third party for any and all such liability.
    3. Reimbursement for Your Liability. In the event that you are liable for any amounts owed to ExactDeposit, ExactDeposit may engage in collection efforts and/or other legal actions to recover such amounts from you.
    4. Actions by ExactDeposit. If we have reason to believe that you have engaged in any Restricted Activities, we may take various actions to protect ExactDeposit, a third party, or you from fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
      • We may close, suspend, or limit your access to the Services (such as limiting your ability to submit Deposit Payments);
      • We may update inaccurate Information you provided us;
      • We may refuse to provide our Services to you in the future;
      • ExactDeposit may contact your bank or warn other users, law enforcement, or impacted third parties of your actions;
      • We may take legal action against you.

      ExactDeposit, in its sole discretion, reserves the right to terminate access to its Website, or to the Services for any reason and at any time upon notice to you.

    5. Termination of Service, or Limited Access. If we terminate your use of our Services for any reason, we will provide you with notice of our actions. If we limit access to services, we will provide you with notice of our actions and the opportunity to request restoration of access if appropriate in our sole discretion.
  4. Payments
    1. Refunds. Electronic refunds performed through the Platform will only be applied to the credit card that was used to pay the Deposit Payment. All Deposit Payment refund requests must be sent directly to the Real-Estate Brokerage holding the deposit in accordance with your local Real-Estate policies and legislation. ExactDeposit cannot refund any Deposit Payments.
    2. Payment Limitations. For fraud prevention, ExactDeposit reserves the right to impose limitations on the size, frequency, and time frame of Deposit Payments per User.
    3. Payment Method Limitations. In order to manage risk, ExactDeposit may limit the Payment Methods available for a transaction.
    4. Delivery of Funds. Delivery of Deposits Payments to the Selected Real-Estate Brokerage typically takes between one to three business days but may take additional time. ExactDeposit makes no guarantees, warranties, representations or commitments regarding when such Deposit Payments will reach the Selected Real-Estate Brokerage. You understand and agree that any timeline provided by ExactDeposit regarding the delivery of funds is an estimate only. ExactDeposit cannot be held responsible for any fees, penalties charged to you by a Real-Estate Brokerage or any third party as a result of a delay in delivery of funds.ExactDeposit is not responsible for any failure to complete or delay in completing any payment due to any of the following, but not limited to:
      • Your Payment Method does not contain sufficient funds or available credit to complete the Deposit Payment or the charge is rejected or returned by your bank or financial institution
      • The Real-Estate Brokerage rejects or returns the payment for any reason
      • Your equipment, software or any communications link is not working properly
      • The Services are unavailable as indicated on our homepage and/or you know or we have told you about the problem before you send the Payment
      • The Real-Estate Brokerage mishandles or delays handling or posting any Deposit payment.
      • Circumstances beyond our control (for example, Force Majeure) that prevent or delay the transfer or Deposit Payment from being completed.

      If we duplicate a Payment or process a Payment for an amount higher than you requested or if we cause funds from your Payment Method to be directed to a Real-Estate Brokerage in error, who does not comply with the Deposit Payment Instructions, we will use commercially reasonable efforts to recover the incorrect payment from the Real-Estate Brokerage. If we can recover the incorrect payment that was charged to your Payment Method, we will return the amount of the incorrect payment to you.

    5. Fund Holds. At its sole discretion, ExactDeposit may place temporary holds on payments to verify the identity of the User, Real-Estate Brokerage, or funds. ExactDeposit has the right to request more information regarding a payment before a hold is released. In addition to temporary holds, ExactDeposit reserves the right to deny or reverse payments at its own discretion, independent of availability of credit from financial institutions. You relieve ExactDeposit of any liability you may incur, including but not limited to late fees, penalties, or interest, due to payments that are temporarily held, denied, or reversed.
    6. Chargeback Abuse Policy. You agree not to file a credit card or chargeback with regard to any purchase and instead abide by the dispute resolution procedures outlined below. In the event that you breach this agreement and file a chargeback, upon a resolution in our favor of the chargeback by either the credit card issuing bank, the credit card processor or by VISA®, MASTERCARD®, or AMERICAN EXPRESS® you agree to reimburse us for any costs incurred in researching and responding to such chargeback, including without limitation, our actual costs paid to the credit card processor or our banks, other third parties, and the reasonable value of the time of our employees and owners spent on the matter, as determined in our discretion in good faith.If your chargeback is upheld, you agree to pay all of the same costs, in addition to the original purchase price, but we will use the dispute resolution procedures below to confirm and collect such amounts.
    7. Payment Inquiries and Issues. Contact us as soon as possible at support@exactdeposit.ca if you think that a payment shown on the statement for your Payment Method is in error or if you need more information about a payment shown on your statement.Procedures for Investigating and Resolving Errors Involving PaymentsIf you think your statement is incorrect or you need more information about a Services transaction, we must hear from you no later than ninety (90) days after the payment submission date. We will extend this period by a reasonable time if you can show that a delay resulted from your initial attempt to notify the bank or other financial institution where you have your Payment Method. To contact us about errors or questions or transactions telephone us at 1-855-653-9228 or email us at support@exactdeposit.ca. When you write or call us, you must:
      • Tell us your name and e-mail address.
      • Describe the Deposit Payment you are unsure about (Real-Estate Brokerage name, Deposit information, transaction date, transaction amount, property details, etc.) and explain as clearly as you can why you believe it is an error or you need more information. If possible, please provide us with a confirmation number for the transaction from your email receipt.
      • Tell us the dollar amount of the suspected error.

      If you tell us orally, or by electronic mail through the Services, we may require that you send your complaint in writing within ten (10) Business Days. If written confirmation is not received within ten (10) business days, ExactDeposit will have no obligation or liability to make any corrections.

  5. Fees
    1. ExactDeposit Connect. ExactDeposit is provided free of charge to home buyers on residential home deposits by way of contributions by members of the ExactDeposit Connect Program which is made up of select local retailers. By using the ExactDeposit service you consent to provide your contact and property information to these members. You may be contacted by these members by email, phone, or mail.
    2. Payment Processing. The processing of the Deposit Payment is conducted by a third party payment processor on ExactDeposit’s behalf.
    3. Foreign Payments. Foreign Payments are defined as a Deposit made to a Real-Estate Brokerage located in a different country than the Payment Method was issued is (e.g., a credit card issued in the United States paying a Real-Estate Brokerage in Canada). Foreign Payments may be subject to higher Deposit Fees, further reviews, and longer funding timelines. It is at the sole discretion of ExactDeposit that any hold, review, or Deposit Fee increase may be imposed. ExactDeposit will notify you if it intends to hold, or review a foreign payment.
  6. Disputes
    1. Disputes regarding the Services, Platform, or Fee; Notice of Dispute. If a Dispute arises, our goal is to address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the Dispute quickly. If you have a dispute with ExactDeposit, you must send written notice to support@exactdeposit.ca in order to provide ExactDeposit with the opportunity to attempt in good faith to resolve the dispute with you through negotiation. If, after such time period, you and ExactDeposit are unable to resolve the dispute, you may pursue the resolution of your dispute through arbitration pursuant to the terms in Section 6.iii.
    2. Disputes with a Real-Estate Brokerage or REALTOR®. Any dispute between you and a Real-Estate Brokerage or REALTOR® must be resolved by you and the Real-Estate Brokerage or REALTOR®. ExactDeposit does not have any responsibility for and cannot accept any liability for the actions of any Real-Estate Brokerage/REALTOR® and by using this Service; you agree to pursue all claims and disputes against a Real-Estate Brokerage/REALTOR® directly with the applicable Real-Estate Brokerage/REALTOR®.
    3. Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief), the party requesting relief may elect to resolve the Dispute in a cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    4. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the Province of Nova Scotia Canada. Each party hereby waives any right to jury trial in connection with any Dispute in any way arising out of or related to this Agreement.
    5. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis and not in a class or representative action. Neither party to this Agreement will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
    6. Disputes and Claims Limitations. To the extent permitted by law, any claim or dispute relating to this Agreement must be filed within one year after the date when the claim or dispute first could be filed. Any claim or dispute that is not filed within that time is permanently barred. This section applies to each party and its respective successors and assigns.
    7. Improperly Filed Litigation. All Claims you bring against ExactDeposit or in respect of the Services must be resolved in accordance with this Agreement. All Claims filed or brought contrary to this Agreement shall be considered improperly filed a breach of this Agreement. Should you file a Claim contrary to this Agreement, ExactDeposit may recover attorney fees and costs (including in-house attorneys and paralegals), provided that ExactDeposit has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
    8. Release of ExactDeposit. If you have a dispute with one or more Real-Estate Brokerages, REALTOR®, Connect Program participants, or other third parties, you release ExactDeposit (and our officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
    9. No Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
  7. Limitation and Liability. IN NO EVENT SHALL EXACTDEPOSIT, OUR PARENT COMPANYIES, OUR SUPPLIERS AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “EXACTDEPOSIT PARTIES”) BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). THE TOTAL LIABILITY OF THE EXACTDEPOSIT PARTIES (IN AGGREGATE) TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED IN THE SIX (6) MONTHS PRIOR TO THE DATE UPON WHICH THE APPLICABLE CAUSE OF ACTION AROSE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you. In such case, the liability of the ExactDeposit Parties shall be limited to the greatest extent permitted under applicable law.
  8. Disclaimer of Warranties. THE EXACTDEPOSIT PARTIES PROVIDE OUR SERVICES “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ExactDeposit does not have any control over the products or services that are paid for using the Services and ExactDeposit cannot ensure that a Real-Estate Brokerage you are dealing with will actually complete the transaction or is authorized to do so. ExactDeposit does not guarantee continuous, uninterrupted or secure access to any part of our Service, and operation of our Website may be interfered with by numerous factors outside of our control. ExactDeposit will make reasonable efforts to ensure that requests for electronic debits and credits involving credit/debit cards are processed in a timely manner but ExactDeposit makes no representations or warranties regarding the amount of time needed to complete processing because the Services are dependent upon many factors outside of our control, such as delays in the banking system.
  9. Indemnification. You agree to defend, indemnify and hold the ExactDeposit Parties harmless from any Claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your use of the Services.
  10. Consent to Electronic Disclosures. Because the Services are provided electronically, you must consent to ExactDeposit providing important information electronically. ExactDeposit will issue the following information and disclosures electronically on this Website or via electronic mail (“email”):
    • This Agreement
    • Any future changes to the Agreement
    • The ExactDeposit Privacy Policy
    • Transaction history information, and
    • Any other notices, legal communications, or disclosures.

    To receive this information electronically, and access and retain any disclosures received, you will need a computer with Internet access, and the ability to receive and read email. Please note that some web browsers may not be supported.

    By proceeding with use of the Services:

    • You agree to receive information and disclosures electronically on this Website and via email and confirm that you will download or print any disclosures for your records;
    • You acknowledge that you can access information that is provided electronically on this website and via email;
    • You are authorizing the delivery of disclosures regarding the Services electronically on this website and via email and providing your consent to receive electronic communications.
    • You agree to receive emails regarding the Services.
    • You agree to be bound by our Privacy Policy, located at exactdeposit.ca/legal/privacy-policy
  11. General
    1. Complete Agreement. This Agreement together with any other ExactDeposit documents, policies and/or agreements referenced herein sets forth the entire understanding between you and ExactDeposit with respect to the Services. The following sections of this Agreement and all other terms which by their nature should survive, will survive the termination of this Agreement: Sections 1 (Definitions), 7 (Disputes), 8 (Limitation of Liability), 9 (Disclaimer of Warranties) 10 (Indemnification) and 12 (General). If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
    2. Intellectual Property. “exactdeposit.ca”, “exactdeposit.com”, “exactdeposit.net”, “ExactDeposit”, and all logos related to ExactDeposit, are either trademarks or registered trademarks of ExactDeposit or its licensors. You may not copy, imitate or use them without ExactDeposit’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of ExactDeposit. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the ExactDeposit Website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of ExactDeposit and its licensors.
    3. Feedback. In connection with your use of the Website and/or Services, you may elect to submit feedback, suggestions and/or other comments regarding the Website and/or the Services (collectively, the “Feedback”). ExactDeposit may, in its sole discretion, decide to incorporate some or all of this Feedback into the Website and/or the Services. You hereby grant ExactDeposit a worldwide, perpetual, nonexclusive, sublicensable, royalty-free license to use, reproduce, distribute, transmit, disclose, display, modify and create derivative works of all such Feedback. You further represent and warrant that you have all rights necessary to provide ExactDeposit the Feedback and that the use of the feedback by ExactDeposit will not violate, infringe otherwise misappropriate any third party rights.
    4. Third Party Web Sites. The Website may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Websites. The content of such External Websites is developed and provided by others. You should contact the Website administrator or webmaster for those External Websites if you have any concerns regarding such links or any content located on such External Websites. We are not responsible for the content of any linked External Websites and do not make any representations regarding the content or accuracy of any materials on such External Websites. You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs. If you decide to access any External Websites, you do so at your own risk.
    5. Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without ExactDeposit’s prior written consent. ExactDeposit reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
    6. Notices to You. You agree that ExactDeposit may provide notices to you by posting it on the Website or emailing it to your email address we have on file. Such notice shall be considered to be received by you within 24 hours of the time it is posted to the Website or emailed to you unless we receive notice that the email was not delivered. If the notice is sent by mail, we will consider it to have been received by you three (3) Business Days after it is sent. You may request a paper copy of any legally required disclosures and you may terminate your consent to receive required disclosures through electronic communications by contacting ExactDeposit as described in this Agreement.
    7. Notices to ExactDeposit. Unless otherwise stated in this User Agreement, notices to ExactDeposit must be emailed to ExactDeposit at support@exactdeposit.ca.
    8. Termination. You may terminate use of the Service at any time for any reason and we also reserve the right to terminate this Agreement and provision of the Services at any time upon notice to you for any or no reason (e.g., we may elect to terminate this Agreement and cease providing the Services to you if you have breached a material provision of this Agreement). The termination of this Agreement shall not affect any fees or charges already due to us from you. Any Deposit Payment(s) the Services have already processed before the requested termination date will be completed by the Services. All pending will not be processed once the Services are canceled. Neither termination nor suspension shall affect your liability or obligations under this Agreement.
    9. Severability. If any provision of this Agreement is held to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
    10. No Waiver. If ExactDeposit fails or delays in exercising any right, power or remedy or to take action against any breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.