Effective Date: May 6, 2021

ReedGroup Canada Online Terms and Conditions of Use

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Introduction

These Terms and Conditions (“Terms”) apply to your use of any of Reed Group Canada Services ULC’s (“ReedGroup”) online interfaces (e.g., websites, applications, or online services) and any ReedGroup online interface that links to them, (collectively, the “Sites”), including any content, functionality, and services offered on or through the Sites, regardless of how you access the Sites. ReedGroup is an affiliated entity of The Guardian Life Insurance Company of America’s (“Guardian”).

The term “Guardian” includes its parents, subsidiaries, affiliates, predecessors, successors, and assigns.

When used in these Terms, “we” and “our” mean ReedGroup and “you” and “your” refer to any individual, company, or legal entity that accesses or otherwise uses the Sites. Words importing the singular number include the plural and vice versa.

We reserve the right to modify or amend these Terms from time to time with or without prior notice. Your accessing and continued use of our Sites following the posting of changes to these Terms will mean you accept those changes. You should review these Terms from time to time to be aware of any changes that are made. These Terms constitute a binding agreement between you and ReedGroup.

If you do not agree to these Terms, please do not use the Sites.

Accepting the Terms

In order for you to use the Sites, you must first accept these Terms. You can accept these Terms by:

  1. On a Site, or any part of a Site, that requires registration, signing in or checking a box near a statement that indicates your agreement with or acceptance of the Terms; or
  2. Using any of the Sites that link to these Terms, in which case you understand and agree that these Terms will apply to your use of those Sites (or any parts of them), in which case, if you do not agree, you should immediately discontinue your use of the Sites.

You may wish to print or save a copy of the Terms for your records.

Privacy

Please review our Online Privacy Statement and other privacy notices, which explain how we may collect, use, and share information from or about you. The Online Privacy Statement is incorporated into and made a part of these Terms.

Additional Terms

Portions of the Sites, as well as certain products and services offered by ReedGroup through the Sites, may be governed by other or additional terms and conditions. We provide some services on behalf of our clients, and in those circumstances access is governed by our contract with our client. For example, we may provide services to your employer, and in those circumstances, your access to the Sites and our services is subject to the terms of our contract with your employer. To the extent that these Terms conflict with any additional terms and conditions with you or your employer, the additional terms and conditions shall govern and control.

Further, you may have established an account or contract with Guardian which is governed by an account or contract . To the extent that these Terms conflict with your account or contract, the account or contract shall govern.

Registration and Security

You may need to create an account or provide authentication information to have access to parts of the Sites. In consideration of your use of the Sites, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Sites’ registration and/or authentication process and (b) maintain and promptly update your information to keep it true, accurate, current and complete. If ReedGroup suspects that such information is untrue, inaccurate, not current, or incomplete, ReedGroup has the right to suspend or terminate your account and refuse any and all use of the Sites. Unauthorized use of or access to portions of the Sites requiring authorization such as an account username and password is prohibited.

You must protect the security and confidentiality of any established username, password and security information you use to access the Sites. Anyone able to provide your username and password will be able to access your account and you will be held responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your security credentials, your account, or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Sites.

Intellectual Property Rights and Ownership

All of the information and content displayed on the Sites including, without limitation, text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Guardian, its licensors, agents, and/or Content providers. All Content on the Sites, without limitation, is protected worldwide by trade dress, copyright, moral rights, trademark and other applicable intellectual property laws.

Except as may be otherwise indicated on the Sites, Content is provided for informational purposes and you are authorized to view, play, print and download documents, audio and video found on our Sites for your personal or internal business purposes only. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify the Content for any commercial purpose without Guardian’s prior express written consent.

The Sites, the Content and all related rights shall remain the exclusive property of Guardian, its licensors, agents and/or Content providers, unless otherwise expressly agreed. You acknowledge that you do not acquire any proprietary rights by copying or downloading any Content that is copyrighted or protected by any other intellectual property right. You agree that you will not remove any copyright, trademark, or other proprietary notices from material found on the Sites.

REED GROUP® is a registered service mark of Reed Group, Ltd. GUARDIAN® and the GUARDIAN G® Logo are registered service marks of Guardian, and all other trademarks and service marks (“Marks”) on the Sites are proprietary trademarks and/or service marks of Guardian, its licensors, agents and/or Content providers unless otherwise indicated. No right, title or interest in any such marks is granted you in these Terms, and you are not authorized to reproduce or otherwise use any such Marks absent prior express written approval from Guardian, its licensors, agents and/or Content providers, as applicable, in each instance.

Intellectual Property Claims

We may give notice to our users of any infringement notice by means of a general notice on any of our Sites, electronic mail to a user’s e-mail address in our records, or by written communication sent to a user’s last known physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing. Please be advised that if you submit a counter-notification, that notice along with your identifying information included in the notice will be provided to the party that submitted the original claim of infringement.

If you believe that content on the Sites violates other non-copyright intellectual property rights, including your trademark or publicity rights, please promptly notify Guardian by submitting the following information to the street or email address set forth below: the basis for your rights (including any trademark or other relevant registrations); a succinct description of the alleged violation and the nature of the rights violated; and the location (including URL or internet address) of the content that you believe to be infringing on the Sites.

By Mail: Reed Group Canada Services ULC
10355 Westmoor Drive
Westminster, CO 80021, USA

By Email: legal@reedgroup.com

Restrictions on Use of the Sites

You agree that you will not post material on the Sites, or otherwise use the Sites or Content in any manner, that could: (i) humiliate, threaten, defame, harass, or injure other people or their property rights, including, but not limited to, intellectual property rights; (ii) violate the privacy or publicity rights of other individuals or entities; (iii) be considered criminal conduct or give rise to civil liability; or (iv) otherwise violate any law or regulation or these Terms. You further understand and agree that posting unsolicited advertisements on the Sites is expressly prohibited by these Terms.

You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites.

Any unauthorized use of our Sites or computer systems is a violation of these Terms. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to prevent or cure the violation, including without limitation, the immediate termination of your access to the Sites.

Unsolicited Submissions

ReedGroup does not accept or consider creative ideas, suggestions, or materials other than those it has specifically requested. This policy is designed to avoid misunderstandings if projects developed by ReedGroup’s professional staff seem to others to be similar to their own creative work. Accordingly, ReedGroup requests that you not submit any creative ideas, suggestions, or materials except where specifically requested or solicited.

However, if you do send us any unsolicited suggestions, (i) you agree not to assert any ownership right of any kind in against ReedGroup or Guardian (including, but not limited to copyright, trademark, unfair competition, moral rights, or implied contract), (ii) you hereby grant Guardian a nonexclusive, perpetual, worldwide license to use the unsolicited submission in every media and for every purpose now known or hereinafter discovered, and (iii) you waive the right to receive any financial or other consideration in connection with such unsolicited submission including, but not limited to, credit. You agree to release ReedGroup and Guardian (and our respective officers, directors, agents, subsidiaries, joint ventures and employees) from any claims, demands, or damages (actual and consequential) arising out of, or in any way connected with, your unsolicited submissions, including, without limitation, all claims for theft of ideas or copyright infringement.

Links

Running or displaying the Sites or any Content displayed on the Sites in frames or through similar means on another site without our prior written permission is prohibited.

From time to time, the Sites may contain links to third-party websites that are not owned, operated or controlled by Guardian.  All such links are provided solely as a convenience to you.  We are not responsible for any content, materials or other information located on or accessible from any other websites.  Nor do we endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from those websites.  If you decide to access any other websites linked to or from the Sites, you do so entirely at your own risk.

Limitations of Liability

FOR PURPOSES OF THIS LIMITATION OF LIABILITY PROVISION, “GUARDIAN” REFERS TO THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, INCLUDING ITS PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS.

YOU WAIVE THE RIGHT TO ASSERT A CLAIM AGAINST GUARDIAN MORE THAN TWELVE (12) MONTHS AFTER THE FIRST EVENT OR FACT THAT GIVES RISE TO THE CLAIM.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, IN NO EVENT SHALL GUARDIAN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING OR RESULTING FROM ANY INTERRUPTION IN OR DISRUPTION TO THE SITES OR CONTENT.  IN NO EVENT SHALL GUARDIAN BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES), REGARDLESS OF THE LEGAL THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER GUARDIAN WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL GUARDIAN’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF: (1) $2,500; OR (2) THREE (3) TIMES THE AGGREGATE AMOUNT PAID OR PAYABLE BY YOU TO GUARDIAN PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH SHALL NOT APPLY TO INJURIES: (1) TO THE BODY OR PERSON; OR (2) CAUSED BY GUARDIAN’S WILLFUL, MALICIOUS, RECKLESS, OR GROSSLY NEGLIGENT ACTS OR OMISSIONS.

THESE LIMITATIONS OF LIABILITY SHALL SURVIVE THE TERMINATION OF THESE TERMS.

THESE LIMITATIONS SHALL APPLY WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED IN CONTRACT (INCLUDING, BUT NOT LIMITED TO, BREACH OF WARRANTY), TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITES IS TO STOP USING THE SITES.

IF THE FOREGOING DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY ARE HELD TO BE UNENFORCEABLE, YOU AGREE THAT GUARDIAN’S LIABILITY TO YOU, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR ALL CAUSES SHALL NOT EXCEED IN THE AGGREGATE $500.

Indemnity and Release

You agree to defend, indemnify and hold Guardian, each of our parent companies, subsidiaries and affiliates and the successors of each of the foregoing, and the officers, directors, agents, and employees of each of the foregoing, harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) your use of the Sites or Content; (ii) your violation of any term or condition of these Terms, including without limitation, your breach of any of the representations and warranties; (iii) your violation of any third party rights, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of any information or material that you provide to Guardian; or (vi) any other party’s access and use of the Sites with your unique username, password or other appropriate security code.

In the event that you have a dispute with another user or party related to the Sites or Content, you release Guardian (and our officers, directors, agents, subsidiaries, and employees) from all claims, demands, and damages (actual and consequential) arising out of or in any way connected with such disputes.

Termination

We may suspend or terminate your account or your access to the Sites at any time without notice, for any reason or for no reason.  Guardian will not have any liability whatsoever to you for any suspension or termination. The provisions of these Terms regarding Restrictions on Use of the Sites, Intellectual Property Rights and Ownership, Unsolicited Submissions, Warranty Disclaimer, Limitation of Liability, Indemnity and Release, Severability and Interpretation, and Governing Law shall survive any termination.

Severability and Interpretation

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms and all incorporated agreements may be assigned by ReedGroup in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.  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.  A printed version of these Terms will be admissible in judicial and administrative proceedings based upon or relating to these Terms to the same extent as other business documents originally generated and maintained in printed form.

Governing Law

Any claim arising out of or relating to these Terms or the use of the Sites and Content shall be governed by the laws of Canada and the province of Ontario, without regard to its choice of law provisions. You expressly agree to submit any disputes to the exclusive jurisdiction of the courts located in Toronto, Ontario.

General Legal Terms

The Terms constitute the whole legal agreement between you and ReedGroup and govern your use of the Sites, and completely replace any prior agreements between you and ReedGroup in relation to the Sites. No modification or attempted modification of these Terms by you shall be binding on ReedGroup unless made in writing and physically signed by an authorized representative of ReedGroup.

WHETHER IN COURT OR IN ARBITRATION, YOU AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY.

You agree that ReedGroup may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Sites.

You agree that if ReedGroup does not exercise or enforce any contractual or legal right or remedy to which it is entitled, this will not be taken to be a formal waiver of ReedGroup’s rights and that those rights or remedies will still be available to ReedGroup.

You acknowledge and agree that each member of the group of companies of which Guardian is the parent shall be third-party beneficiaries to the Terms and that these other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than these entities, and the entities described in the Apple Disclaimer above, no other person or entity shall be third-party beneficiaries to the Terms.

Disclaimer

Warranty Disclaimer

Your use of the Sites is at your own risk. The Content, products and services provided on, through, or in connection with the Sites or otherwise provided by us are provided “as is” and for informational purposes only. To the fullest extent permitted by applicable law, we hereby disclaim all representations and warranties of any kind, either express or implied, with including, but not limited to, warranties of merchantability, fitness for a particular purpose, security, non-infringement of intellectual property, freedom from computer virus, or warranties arising from course of dealing or course of performance.  We do not represent or warrant that the Sites or the Content will be uninterrupted or error-free, that defects will be corrected, or that the Sites are free of viruses or other harmful components.

We attempt to ensure that Content on the Sites is complete, accurate and current.  Despite our efforts, Content may occasionally be inaccurate, incomplete or out of date. We make no representations or warranties regarding the completeness, accuracy, timeliness, or reliability of any Content, nor do we assume any duty to update such Content.

No advice or information, whether oral or written, obtained from Guardian or through our Sites, products or services will create any warranty not expressly made herein. The foregoing exclusions of warranties do not apply to the extent prohibited by applicable law.

The Content is not to be used as an official books and records statement of Guardian or its affiliates. Any performance data quoted represents past performance and does not guarantee future results. The investment return and principal of an investment will fluctuate so that an investor’s shares when redeemed may be worth more or less than the original cost. The values represented on the Site may not reflect the true original cost of your initial investment. You should not rely on this information for any financial decision making. You are encouraged to review and maintain the official source document(s) provided by the account or policy custodian(s). Those source documents may contain notices, disclosures and other important information and may also serve as a reference should questions arise regarding the accuracy of the information in this report. Always refer to these source documents for lending, legal or tax purposes.

Some Content of the Sites may be provided by third parties as a convenience to you (“Third Party Content”). Third Party Content is outside Guardian’s control. Neither Guardian nor the provider(s) of Third Party Content take responsibility for the suitability of the Third Party Content. The provision of Third Party Content is not an endorsement of the Third Party Content, any third party service, or its sponsoring organization.

THE SITES AND THE CONTENT CONTAINED ON GUARDIAN’S SITES ARE PROVIDED “AS IS” AND AS AVAILABLE. GUARDIAN MAKES NO, AND TO THE FULLEST EXTENT PERMITTED BY LAW HEREBY DISCLAIMS ANY, WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.**

Apple Disclaimer

The following paragraph applies to any version of the Sites that you acquire from the Apple App Store.  These Terms constitute an agreement entered into between you and Guardian. Apple, Inc. (“Apple”) is not a party to these Terms and shall have no obligations with respect to the Sites.  Guardian, not Apple, is solely responsible for any version of the Sites that you acquire from the Apple App Store and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the version of the Sites you acquire from the Apple App Store as a third-party beneficiary of these Terms. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S Government list of prohibited or restricted parties. These Terms incorporate by reference the Licensed Application End User License Agreement published by Apple, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms shall control.

Not Legal, Tax, or Investment Advice

Guardian is not providing specific insurance, tax or investment advice to any individual viewing the Content of the Sites. The Content on the Sites is not intended and should not be construed as legal or tax advice.

The Content provided does not constitute a solicitation of an offer to buy or an offer to sell financial or insurance products.

For information that is specific to your situation, consult with your attorney or tax advisor. The material provided on the Sites, including the blogs, is intended to potentially assist you in planning for your future and insurance planning. Guardian is not responsible for the consequences of any decisions or actions taken in reliance upon or as a result of the Content made available on the Sites.

All rights not granted herein are expressly reserved to The Guardian Life Insurance Company of America.

**

In jurisdictions that do not permit the exclusion of implied warranties, this exclusion may not apply.

WITHOUT LIMITING THE FOREGOING:

REEDGROUP DOES NOT GUARANTEE, AND DISCLAIMS ANY WARRANTY, THAT THE SITES WILL BE AVAILABLE AT ALL TIMES, WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR WILL BE FREE OF AND SECURE FROM VIRUSES, WORMS, “TROJAN HORSES”, HACKING, OR OTHER HARMFUL OR DESTRUCTIVE ELEMENTS CREATED BY OTHERS, OR FROM COOKIES PLACED BY REEDGROUP OR OTHERS. YOU UNDERSTAND THAT YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT; AND

REEDGROUP MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE SITES OR CONTENT, PRODUCTS OR SERVICES PROVIDED THROUGH THE SITES.

YOU AGREE TO BE SOLELY RESPONSIBLE FOR YOUR USE OF REEDGROUP’S SITES, WHICH IS AT YOUR OWN RISK, AND YOU ASSUME FULL RESPONSIBILITY FOR AND RISK OF LOSS RESULTING FROM YOUR USE. REEDGROUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SITES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.