PRIVACY PROTECTION NOTICE
- CLIENT RECORD AND PERSONAL INFORMATION:
The personal information collected about you for the purposes identified in this Privacy Protection Notice is held in a record called the “client record”. The personal information in your client record may include your name, address and telephone number, email address, and credit card. Depending on the service you request, additional personal information may be held in your client record.
- PROVIDING YOUR INFORMATION TO MARKETINGCLICK INC. and CARTE FINANCIAL GROUP INC. and BROADRIDGE:
When you completed a Carte Advisor Website Subscription, you provided us with personal information including, where applicable, personal and financial information. You may have also provided us with information when you gave instructions to your account. MarketingClick Inc. and Carte Financial Group Inc. and Broadridge collects this personal information, holds it in your client record, uses it and when needed, discloses it for the purposes identified in this Privacy Protection Notice.
- COLLECTING, HOLDING, USING AND DISCLOSING INFORMATION IN YOUR CLIENT RECORD:
We may collect, hold and use the information in your client record. It may also collect personal information from, and disclose personal information to, third parties for the following purposes:
a) Identifying you and ensuring the accuracy of information contained in your client record.
b) Establishing and administering your account, determining, maintaining, recording and storing account activity information in your client record.
c) Providing you, MarketingClick staff, and/or your White Glove Support Specialist with account information, which you may request as needed to service your account.
d) Understanding your Internet Marketing needs and eligibility for products and services and recommending particular products and services to meet your needs;
e) Protecting you, MarketingClick Inc., Carte Financial Group Inc., and Broadridge against error and fraud.
f) Meeting the legal and regulatory requirements of various statutes including provincial securities legislation and federal money laundering regulations.
g) Verifying information previously given by you with any other organization when necessary for the purposes provided in this Privacy Protection Notice.
- Your personal information will not be shared with sales representatives of any other company without your consent.
If you create an account on our site you may opt-in to saving your name, email address and website in cookies. These are for your convenience so that you do not have to fill in your details again when you leave another comment. These cookies will last for one year. If you visit our login page, we will set a temporary cookie to determine if your browser accepts cookies. This cookie contains no personal data and is discarded when you close your browser. When you log in, we will also set up several cookies to save your login information and your screen display choices. Login cookies last for two days, and screen options cookies last for a year. If you select "Remember Me", your login will persist for two weeks. If you log out of your account, the login cookies will be removed.
- EMPLOYEES AND REPRESENTATIVES WHO HAVE ACCESS TO YOUR CLIENT RECORD:
MarketingClick Inc., Carte Financial Group Inc., and Broadridge employees and representatives may have access to your client record provided they have a specific need to know in connection with the purposes identified in this Privacy Protection Notice. Access is permitted only to the extent necessary for such purposes.
- LOCATION OF YOUR CLIENT RECORD:
Your client records, in electronic or paper format, are kept at the offices of MarketingClick Inc. Your client records may be transferred to other locations for disaster recovery purposes.
- RIGHT TO ACCESS AND RECTIFY PERSONAL INFORMATION:
Except in limited circumstances prescribed by the Protection of Personal Information and Electronic Documents Act (Canada) and similar provincial privacy protection acts, you are entitled to access, through a written request, the personal information contained in your client record. You may verify this personal information and request that any inaccurate information be corrected. Please contact us through one of the means listed at the end of this notice. If your concerns have not been resolved to your satisfaction, you can contact Head Office, 425-6755 Mississauga Road, Mississauga, Ontario, L5N 7Y2. You may also send an email to email@example.com.
If you have an account on this site you can request to receive an exported file of the personal data we hold about you, including any data you have provided to us. You can also request that we erase any personal data we hold about you. This does not include any data we are obliged to keep for administrative, legal, or security purposes.
- CHANGES TO YOUR PERSONAL INFORMATION:
Please inform MarketingClick Inc. promptly of any change in the personal information that you have previously provided. Contact information is provided below. MarketingClick Inc. appreciates your business and promises to handle your questions or input regarding personal information in a prompt and courteous manner.
MarketingClick Inc. Head Office
Toll-Free Telephone: 1-866-842-2783
Toll-Free Fax: 1-866-489-8197
Information on the Personal Information Protection and Electronic Documents Act (Canada) may be found on the Privacy Commissioner of Canada website: https://www.priv.gc.ca/en/.
SUBSCRIPTION AGREEMENT AND
TERMS OF SERVICE
Last Updated on April 1st, 2022
This page provides the terms of sale, purchase, and subscription for Carte Advisor Website Packages, offered by MarketingClick Inc. and certain of its subsidiaries, 6755 Mississauga Road, Unit 425, Mississauga, ON, L5N7Y2 (collectively, "MarketingClick" or “Licensor” or "we" or "us").
In these terms, unless the context otherwise requires, all further references to "sub-licensee" or "licensee" or “you” or “your” means you as an individual user and together with the, the “Parties”, each a “Party”.
WHEREAS the Licensor is a financial services company that has developed certain promotional and marketing strategies and tools to be used by certain sales representatives of the Licensor;
WHEREAS the Licensee is a sales representative of the Licensor and desires to retain the Licensor to provide certain promotional and marketing strategies and tools to be used by the Licensee to promote the business of the Licensee;
WHEREAS the Licensor desires and agrees to provide and permit the Licensee to use the Licensor’s strategies and tools to assist and promote the business of the Licensee;
NOW THEREFORE in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Capitalized terms not otherwise defined in this Agreement have the meanings set forth or referred to in this Section.
"Business Day" means any day except Saturday, Sunday, or any other day on which commercial banks located in Toronto Ontario are authorized or required by Law to be closed for business.
"Intellectual Property" means any and all trade secrets, Trademarks, copyrights, patents, industrial designs and any other intangible property in which any Person holds proprietary rights, title, interests, or protections, however arising, pursuant to the Laws of Canada/any jurisdiction throughout the world, including all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
"Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order, other requirement or rule of law of any governmental authority.
"Marketing Package" means certain promotional and marketing strategies and tools provided under the Site, Links, Essential, Professional or Ultimate packages and/or individual products and services features of which are outlined in Schedule “A” attached hereto including such literature, advertising materials, goods and written materials pertaining thereto.
"Pre-Existing Materials" means the documents and materials of Licensor including any documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, provided by or used by Licensor in connection with performing the Services, in each case developed or acquired by the Licensor prior to the commencement or independently of this Agreement.
"Term" has the meaning set forth in Section 6.
"Trademarks" means all rights in and to Canadian trademarks, trade dress, trade names, brand names, logos, slogans, taglines, corporate names, and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill associated with any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
PROVISION OF THE SERVICES
The Licensor shall provide the Marketing Package the features of which are outlined in Schedule “A” attached hereto to and forming part of this Agreement (the “Services”) to the Licensee during the Initial Term and any Renewal Term in accordance with Section 6 including any literature, advertising materials, goods and written materials pertaining thereto.
The Licensor shall use commercially reasonable efforts to provide the Services to Licensee in accordance with the terms of this Agreement and the Licensor shall provide the Services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in promotional campaigns of equivalent value and for similar products or services.
The Licensor acknowledges that time is of the essence with respect to Licensor’s obligations hereunder and that prompt and timely performance of all such obligations is required.
a. As compensation for providing the Services to the Licensee, the Licensor shall be entitled to receive from the Licensee the sum outlined in Schedule A, subject to changes on renewal.
b. The Licensee agrees to provide a one-time activation fee to the Licensor as outlined in Schedule A.
c. The Licensor will automatically deduct the monthly fee from the Licensee’s credit card each month. The Licensee may apply to have their monthly fee deducted from their commissions. If no commission is generated on any given month, the Licensor will deduct the fee (for that particular month) from the designated credit card of the Licensee as per the completed subscription process.
The Licensee agrees to use the Licensor’s Services only for its own purposes in respect of marketing its business and not in relation to any other goods or service and shall not change the Services or use variations of the Services.
INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP
Licensor is and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials and Marketing Package including all Intellectual Property therein. Licensor hereby grants Licensee a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide licence to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials and the Marketing Package to the extent incorporated in, combined with or otherwise necessary for any and all purposes/solely to the extent reasonably required in connection with Licensee’s receipt or use of the Services. All other rights in and to the Pre-Existing Materials and the Marketing Package are expressly reserved by Licensor.
This Agreement commenced on the date of purchase and shall continue for a period of one year (the "Initial Term") and thereafter shall automatically renew for successive one (1) year terms (each a "Renewal Term") unless either Party shall give notice to the other that it does not wish to renew this Agreement at least 30 days prior to the end of the Initial Term or any Renewal Term, or unless this Agreement is sooner terminated in accordance with Section 9. The Initial Term plus any Renewal Term shall collectively be called the “Term”.
If you sign up for Carte Advisor Sites and find that it's not a perfect fit, please contact us via firstname.lastname@example.org and/or your White Glove Support Specialist and we'll work towards a solution.
You may cancel your subscription at any time. Cancellation will take effect at the end of the pre-paid period within 7 days of receipt of your request, provided that the request was made in accordance with these cancellation instructions. We will confirm the cancellation of your subscription within 3 business days after receipt of your cancellation request.
You may request a cancellation by email to email@example.com. In order to process such request sent by email, we ask you to provide the following information: a brief comment explaining why would you like to cancel your subscription, your billing information (name, transaction ID, last 4 digits of the credit card associated with the account, billing date, etc.), email address, login name, and other identity verification and/or authentication information.
We offer a 7-day money back guarantee according to the terms described herein. If you cancel your subscription in accordance with this Policy within 7 calendar days of placing your subscription order, we will, upon your written request, refund your prepaid fees within 30 calendar days. The refund will be processed through the same method as the original payment. Any bank fees and charges shall be borne solely by you.
The Licensee may terminate the provision of Services at any time upon the Licensor:
a. Failing to provide the Services to the Licensee in a satisfactory manner, if the Licensee has given the Licensor written notice of its shortcomings and 30 days to remedy its performance and if Licensor has not remedied its performance within such 30-day period; or
b. making an assignment for the benefit of creditors or a proposal under the Bankruptcy and Insolvency Act (Canada) or if a receiving order is made against it.
c. Material breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the defaulting party does not cure such breach within 10 days after receipt of written notice of such breach;
d. becomes insolvent or is generally unable to pay its debts as they become due;
e. files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law;
f. makes or seeks to make a general assignment for the benefit of its creditors;
g. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;
h. is dissolved or liquidated; or
i. is unable to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, as defined in Section 25, that lasts for more than 24 hours.
CONSEQUENCES OF TERMINATION
Within ten (10) days following expiration or termination of this Agreement for any reason, Licensees will: (a) cease using the Services; (b) terminate all Services granted by a Licensor; and (c) cancel all orders, if any for the production of any and all products, reports, materials and advertising bearing, using, referring to or containing any of the Services.
Except in the normal course of providing the Services, neither the Licensee nor any of its directors, officers, employees, agents or shareholders shall use, for their own account, or disclose to anyone else, during the period in which the Services are being provided or at any time thereafter, any confidential or proprietary information or material relating to the Licensor's operations or business which any of them obtains from the Licensor or its officers or employees, agents, suppliers or customers or otherwise by virtue of Licensor providing the Services hereunder. Confidential or proprietary information or material includes, without limitation, the following types of information and material, both existing and contemplated, regarding the Licensor or its affiliated or subsidiary companies: corporate information, including contractual arrangements, plans, strategies, tactics, policies, resolutions, patents, trade-mark and trade name applications; information concerning suppliers; marketing information and products, including marketing websites and social media collateral, sales, investment and product plans, customer lists, strategies, methods, customers, prospects and market research data; financial information including cost and performance data, debt arrangements, equity structure, investors and holdings; operational and scientific information, including trade secrets; technical information, including technical drawings and designs; and personnel information, including personnel lists, resumes, personnel data, organizational structure and performance evaluation.
Time shall be of the essence hereof.
Any notice or other writing required or permitted to be given hereunder or for the purposes hereof (a “Notice”) shall be sufficiently given if delivered to the Party to whom it is given or mailed, by prepaid registered mail or facsimile transmission, addressed to such Party:
To the Licensor:
Name: MarketingClick Inc.
Address: 425-6755 Mississauga Road, Mississauga, Ontario, L5N 7Y2
To the Sub-Licensee:
or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this section. Any Notice mailed as aforesaid shall be deemed to have been given and received on the third Business Day following the date of its mailing. Any Notice delivered to the Party or sent by facsimile transmission shall be deemed to have been given and received on the day it is so delivered or transmitted, provided that if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the Business Day next following such day. No Notice shall be sent by mail at any time when a threatened or actual stoppage exists in any post office.
The Licensor retains the right to provide the Marketing Package and perform the same or similar type of Services any sales representative of the Licensor during the Term.
All fees payable by Licensee under this Agreement are exclusive of all goods and services, harmonized sale, sales, service, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority or regulatory authority on such amounts. All fees are subject to an additional goods and services, harmonized sale, sales, service, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority or regulatory authority on such amounts.
Licensee shall notify Licensor in writing of any dispute with an invoice (along with a reasonably detailed description of the dispute within ten (10) Business Days from the date of such invoice. Licensee will be deemed to have accepted all invoices for which Licensor does not receive timely notification of dispute, and shall pay all undisputed amounts due under such invoices as set forth in Section 6. The Parties shall seek to resolve all such disputes expeditiously and in good faith.
This Agreement including the related schedules attached hereto, constitutes the sole and entire agreement between the Parties respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, negotiations and discussions, whether oral or written, of the Parties with respect to such subject matter. There are no representations, warranties or other agreements, whether oral or written, between the parties in connection with the subject matter of this Agreement except as specifically set out in this Agreement.
Sections 5, 9, 11, 22, 24, 25, and 31 shall survive the termination or expiry of this Agreement.
AMENDMENT AND MODIFICATION
No amendment to or modification of or rescission, termination, or discharge of this Agreement shall be effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement and signed by all parties.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
GENDER AND NUMBER
In this Agreement, words importing the singular include the plural and vice-versa, words importing gender include all genders and words importing persons include corporations and vice-versa.
The division of this Agreement into Articles and sections and the insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any part of it.
For purposes of this Agreement: (a) the words "include," "includes", and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto", and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.
Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful Canadian dollars.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal or unenforceable, the remainder of this Agreement is unenforceable.
a. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent such failure or delay is caused by or results from the following events:
(i) acts of God;
(ii) flood, fire, or explosion;
(iii) epidemics, pandemics, including the 2019 novel coronavirus disease (COVID-19) pandemic;
(iv) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest;
(v) actions, embargoes, or blockades in effect on or after the date of this Agreement;
(vi) national or regional emergency;
(vii) strikes, labour stoppages, or slowdowns or other industrial disturbances;
(viii) compliance with any Law or governmental order, rule, regulation, or direction, or any action taken by a governmental authority;
(ix) shortage of adequate power or telecommunications or transportation facilities; or
(x) similar events beyond the reasonable control of such Party (each of the foregoing, a "Force Majeure Event").
b. A Party impacted by a Force Majeure Event shall give Notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
c. During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.
d. The non-affected Party may terminate this Agreement if such failure or delay continues for a period of thirty (30) days or more and, if the non-affected Party is Licensee, receive a refund of any amounts paid to the Licensee in advance for Services or Deliverables not yet provided. Unless this Agreement is terminated in accordance with this Section 25, the Term shall be automatically extended by a period equal to the period of suspension.
RELATIONSHIP OF PARTIES
Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Licensor is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.
CALCULATION OF TIME
When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next following Business Day.
The parties shall with reasonable diligence do all things and provide all such reasonable assurances as may be required to consummate the Transaction. Each Party shall provide and execute such further documents or instruments as may be reasonably required by any other Party, cause such meetings to be held, resolutions passed, by-laws enacted, exercise its votes or influence and do and perform or cause to be done or performed such further and other acts as may be reasonably necessary or desirable to effect the purpose of and to carry out the provisions of this Agreement.
COUNTERPARTS AND EXECUTION BY EMAIL OR FAX
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
Neither this Agreement nor any rights or obligations of any of the parties under this Agreement may be assigned by any of the parties without the prior written consent of all of the other parties.
SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns and shall be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
Carte Site (Site Only)
Carte Links (Advisor Stream Only)
Carte Essential Package
Carte Professional Package
Carte Ultimate Package