Data Sharing Terms

It is important that You read these Terms carefully. By sending the Company User Data in accordance with a signed Order Form (as defined in the Terms of Service), You represent, warrant and signify that: (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; (c) You have read and understand our terms of service (the "Terms of Service"); and (d) You have read and understand our Privacy Policy, which can be accessed at https://www.toolbx.com/privacy-policy (the "Privacy Policy "), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy.

If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will refer to the company or entity).

Any amendments to these Terms shall be completed in the same manner as set out in the Terms of Service. 

Provided there is no breach of the Terms of Service or Order Form by you, you may hereby appoint the Company to accept the transfer of your User Data and to make use of User Data for the Purpose (the “Services”) and the Company accepts such appointment. The foregoing appointment is limited to the right to use the User Data for the Purpose and does not authorize the Company to sell or distribute to third parties any User Data without your express written consent. With respect to the foregoing, for clarity, it is agreed that the foregoing appointment extends to subcontractors of the Company. For clarity, User Data does not include information capable of identifying persons, personal information, or sensitive information on a person (collectively “Sensitive Information”), which is regulated solely by the Privacy Policy. Notwithstanding anything in these Terms to the contrary, the Company accepts no liability, responsibility at law or otherwise, for such Sensitive Information.

You acknowledge and agree that should your Order Form expire or terminate; these Terms will automatically terminate at the same time without need for further notice. 

The following process shall be used to transfer the User Data from You to the Company:

1. You shall provide the Company with a protocol setting up a process to transfer the User Data from You to the Company, which shall be mutually agreed in writing (the “Protocol”); 
2. The Protocol shall provide for each party’s access code to trigger the transfer (the “Account”). Upon termination or expiry, the parties are each responsible for deleting their Account and ensuring that access to the Protocol is removed; and 
3. The Protocol shall allow for at least an annual transfer of Data. 

In the alternative, the parties may agree to only rely on User Data obtained from public sources or publicly trusted third parties, in which case there will be no applicable Protocol.

Any fees applicable to the Services herein shall be set out in the Order Form in the same manner as set out in the Terms of Service.

Nothing in this Agreement shall prevent the Company from making use of the User Data in anonymized and aggregated form (“Anonymous Data”), provided that the Anonymous Data shall not be capable of identifying you.

You will: 

1. Accurate Data. Provide the Company with accurate and complete User Data, as reasonably requested by the Company to assist in improving the Platform or Portal (as defined in the Terms of Service);
2. Cooperation. Provide timely cooperation with the Company in the development of the Platform or Portal;
3. Notification. Immediately notify the Company of any defects, incompleteness, inaccuracies or updates to the User Data;
4. Compliance with the law. Operate your business and transfer the User Data in accordance with all applicable laws and with integrity, bearing in mind the reputation and good standing of the Company; 
5. Damage to the Platform. Ensure that the integration of your User Data with the Platform or Portal does not interfere, modify, or cause any loss of data or damage to the Platform or Portal. You shall further ensure that the integration of technologies, will not adversely impact the Platform or Portal, in any manner whatsoever;
6. Software Updates. Install reasonably necessary software updates crucial for maintaining the Platform or Portal and allowing the integration of the User Data between the parties;
7. Standard of Care. Prudently integrate and provide the User Data to the Company in a manner which will not diminish the standards or reputation of the Company; and
8. Legal Status of the User Data. Ensure that there is no suit, action, dispute, civil or criminal litigation, claim, arbitration, or legal, administrative or other proceeding or governmental investigation, including appeals and applications for review (the “Suits”), pending or, to the best of your knowledge, information and belief, threatened against it and relating to the User Data, and you are not aware of any intellectual property rights held by any other person which would adversely affect the right of the Company to obtain and use the User Data in accordance with these Terms, nor are there facts known to it which are likely to give rise to any such Suit.

Your privacy is very important to us. Please review our Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Services.

You shall indemnify the Company in the same manner as set out in the Terms of Service.

The limitation of liability provision contained in the Terms of Service shall also apply to these Terms. 

1. No Sensitive Information. YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS, TRANSFER, SECURE OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SERVICES TO TRANSFER, MANAGE OR PROCESS SENSITIVE INFORMATION. THE COMPANY WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOU SENDING THE COMPANY SENSITIVE INFORMATION, WHETHER BY ACCIDENT OR DESIGN.
2. Monitoring or Verification. You acknowledge that the Company does not verify the User Data received as a result of these Terms and transmission of User Data is voluntarily provided by You. The Company does not accept any liability for unauthorized or unlawful User Data being transmitted or added to the Platform or Portal. If at any time you wish to update your User Data, you must do so via your Account.
3. No Healthcare or Professional Relationship. You acknowledge that the Company is simply a technology service provider that promotes, suggests, and markets your business through the Platform or Portal and does not have medical, legal, financial or any other professional qualifications they may relate to your service offerings.
4. No Warranty of Accuracy. The Company makes no representation or warranty, express or implied, as to the accuracy or completeness of the User Data. The Company expressly disclaims any and all liability to you, and any other person, that may be based upon or relate to the use of the User Data by the Company or for any errors in or omissions from the User Data. You are responsible for ensuring that the User Data is accurate, reliable and complete.
5. Account Security. You agree to keep your Account secure. The Company will not be liable if the Company is unable to retrieve or reset a lost Account. If you become aware of any unauthorized use of your Account, you shall promptly notify the Company via email at info@toolbx.com.

1. Subcontracting. The Company reserves the right to subcontract any Services that the Company has agreed to perform for You.
2. Governing Laws. The Laws of the Province of Ontario and the Laws of Canada as respectively applicable will govern this Agreement, and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware
3. Independent Contractors. Nothing contained in these Terms shall be deemed or construed as creating a joint venture, partnership, or agency between the Parties. Each party shall always act as an independent contractor to the other.
4. Severability. If any provision of these Terms is invalid, it shall not affect the enforceability of the remaining provisions and such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law.
5. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the transfer of the User Data and only adds or extends the terms of other agreements entered into between the parties, including the Terms of Service and any valid non-disclosure agreement.
6. No Conflict. The parties agree that the execution, delivery, and performance of these Terms does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment, or decree to which any of the parties is a party.
7. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation hereof.
8. No Waiver. The waiver or failure of either party to exercise in any respect any right provided in these Terms shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
9. Survival. The terms of this Agreement shall survive termination of these Terms for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement, except as specifically provided to the contrary in these Terms.