Certified General Accountants Association of Canada
(“CGA-Canada”)
“Need an Accountant” Web Site Terms of Use

Last updated: September 7, 2011.

Welcome to CGA-Canada’s “Need an Accountant” web site located at www.needanaccountant.org (the “Web Site”).

1.     Using the Web Site

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING this Web Site. Your access to and use of this Web Site is conditional on your acceptance of the terms and conditions of use set forth below (the “Terms of Use”). By accessing, using, or reading any material on this Web Site, you are signifying your assent, and the assent of anyone on whose behalf you may be acting, to be bound by these Terms of Use. If you do not agree to all of these Terms of Use, you should not use the Web Site.

We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms of Use at any time. Please check these Terms of Use periodically for changes. Changes will be effective when the changed Terms of Use are made available on the Web Site. Your continued access, use or reading of any material on this Web Site following the posting of changes to any of these Terms of Use (including any changes to CGA-Canada’s Privacy Policy will mean you accept such changes.

We may make available a version of these Terms of Use in other languages. To the extent the meaning of any translated version of these Terms of Use conflict with the meaning of the English-language version, the English-language version shall prevail.

2.     Ownership and Performance of the Service

The Web Site is owned and operated by CGA-Canada. The “Need an Accountant” service made available through this Web Site is offered as a directory-type listing service to Canadian CGA firms who are members of the Certified General Accountants Association of Canada, to enable the general public to locate Certified General Accountants engaged in the practice of public accounting across Canada (the “Service”). CGA-Canada at its sole discretion may change or discontinue any or all aspects of the Service without notice. CGA-Canada does not warrant or guarantee the availability or continuity of the Service or the accuracy and correctness of the content provided through the Service.

CGA-Canada’s Service is provided through means of electronic communication networks such as the internet or wireless local area networks. CGA-Canada has no influence on the integrity and operability of these networks, or your computer hardware or mobile device hardware. You are responsible for obtaining and maintaining at your expense all equipment and services needed to access the Web Site and the Service. CGA-Canada does not warrant that this Web Site will continue to operate, will operate without interruptions, or that it will be error-free.

3.     General Use of Service - Permissions and Restrictions

You should assume that all content included on this Web Site including text, graphics, logos, button icons, images and data compilations is the property of CGA-Canada or its content suppliers and protected by copyright laws. You do not acquire any ownership rights to any content obtained through this Web Site.

CGA-Canada permits you to display the content of this Web Site on your computer and to print, download and use the underlying HTML, text, and other content available to you on this Web Site provided that, (a) this is for your personal information only; and (b) you do not modify the content of this material. No other use of this Web Site is permitted. Other than as set forth above in the first sentence of this paragraph, the contents of this Web Site may not be transmitted, transcribed, reproduced, stored or translated into any other form or stored in any information retrieval system without the prior written permission of an officer of CGA-Canada.

Without restricting the generality of the foregoing, you must not commercially exploit any of the content of this Web Site, include the content available on or through this Web Site in or with any service or product that you create or distribute or copy the content of this Web Site onto your own or another person’s web site. You may not create derivative works of the content available on this Web Site.

4.     Ownership of Marks

All graphics, logos, service names, domain names, trademarks, trade names, and tag lines relating to the Web Site and the Service (collectively, the “Marks”) are the property of CGA-Canada or its content suppliers. CGA-Canada and its content suppliers respectively retain all ownership right, title and interest, including all intellectual property rights, in and to the Marks.

5.     No Endorsement

Any use of or reliance on this Web Site or the contents of this Web Site will be at your sole risk. CGA-CANADA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THIS WEB SITE OR THE CONTENTS OF THIS WEB SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS. CGA-CANADA EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND ENDORSEMENTS. Without limiting the generality of the foregoing, CGA-Canada makes no warranty as to the accuracy, quality or completeness of the contents of this Web Site, nor to title or non-infringement, nor to the absence of any software virus or other harmful component. None of the information provided on this Web Site is provided as professional advice (accounting, tax, or otherwise) and you agree that it will not be relied upon as such. CGA-Canada is not an agent or representative of or for any accountant noted on this Web Site as part of the Service.

6.     Limitation of Liability

INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THESE TERMS OF USE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF CGA-CANADA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO (I) THE ACCESS TO OR USE OF THE WEB SITE OR THE SERVICE, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF CGA-CANADA’S SERVERS, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE OR SERVICE, (IV) ANY MALWARE WHICH MAY BE TRANSMITTED VIA THE WEB SITE OR SERVICE, OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT MADE AVAILABLE VIA THE WEB SITE OR SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY), STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE EXCEED $1. IN NO EVENT WILL CGA-CANADA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT AND EVEN IF CGA-CANADA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

7.     Indemnification of CGA-Canada

You hereby agree to defend, indemnify and hold CGA-Canada, its directors, officers, employees, agents, representatives and affiliates harmless from and against any and all claims, liabilities, damages or costs (including without limitation actual reasonable fees, costs and other expenses of lawyers and expert witnesses) arising from your violation of these Terms of Use or your use or misuse of the Service or the Web Site. CGA-Canada reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with CGA-Canada in asserting any available defenses.

8.     Reservation of Rights

CGA-Canada reserves all rights not expressly granted in these Terms of Use.

9.     Invalidity

Each provision of these Terms of Use is declared to be a separate and distinct promise and to be separable from all other such separate and distinct promises. If any promise, provision or part thereof is determined by a court of competent jurisdiction or other constituted legal authority to be void, unenforceable or unreasonable in whole or in part, it will not be deemed to affect or impair the enforceability or validity of any other promise or provision in these Terms of Use or any part thereof and the said court or other constituted legal authority will have the authority to limit such promise or provision as it deems proper to most closely match the intent of the original provision and the remainder of the provisions of these Terms of Use will continue in full force and effect.

10.     No Waiver

The failure by CGA-Canada to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision unless expressly agreed to by CGA-Canada in a non-electronic writing manually signed by a duly authorized officer of CGA-Canada.

11.     Admissibility

A printed version of these Terms of Use and of any notice given to you in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

12.     Privacy Policy

You agree to the terms of CGA-Canada’s Privacy Policy.

13.     Exclusion of CISG

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) will not apply to any part of the transactions contemplated by these Terms of Use and the same is hereby strictly excluded. For greater certainty, these Terms of Use will be interpreted solely as the basis for the provision of services. The Web Site and Service are controlled and offered by CGA-Canada from its facilities in Canada. CGA-Canada makes no representations that the Service is appropriate or available for use in other locations. Those who use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

14.     Governing Law

These Terms of Use will be governed by and interpreted in accordance with the laws (procedural and substantive) of the Province of British Columbia and Canada as if made and performed by and between parties situate in such province and without regard to any conflict of laws doctrine.

15.     Mediation

Any and all disputes, controversy or claims arising out of or in connection with or in relation to these Terms of Use or the breach thereof, including any question regarding its existence, validity, performance or termination and any tort or other common law or statutory claim arising out of or relating to the performance of these Terms of Use (collectively, the “Dispute”), will be first subject to non-binding mediation in an effort to resolve any such Dispute by participating in a structured negotiation conference with a mediator under the Commercial Mediation Rules of the British Columbia International Commercial Arbitration Centre. The mediation will be held in Vancouver, British Columbia, Canada. You and CGA-Canada agree to use best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible. All aspects of the mediation will be treated as confidential. The costs of the mediator will be shared equally between you and CGA-Canada. The mediation may, at the option of you or CGA-Canada, occur by videoconference transmission. The party electing to participate in the mediation by videoconference will be responsible for paying the costs of one mediator who must attend and participate in the mediation at the videoconference facility selected by the party engaging such person.

16.     Arbitration

If you and CGA-Canada are unable to resolve the Dispute by the mediation procedures contemplated under Section 15 above within 15 days of the appointment of a mediator, or such longer period of time which you and CGA-Canada may both agree to, all Disputes will be referred to and finally resolved by arbitration under the Domestic Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre with the losing party paying all costs of arbitration (including reasonable legal fees and expenses). The place of arbitration will be Vancouver, British Columbia. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be administered by the British Columbia International Commercial Arbitration Centre and the determination of such arbitrator will be final and binding upon you and CGA-Canada. Judgement on the award of an arbitrator may be entered into any court having jurisdiction over the person or property of the person against whom enforcement of the judgement is sought and you and CGA-Canada each agree to and hereby waive any defences against the enforceability and execution of any such judgement awarded by the arbitrator as hereby contemplated. You hereby waive (a) any right to object to venue or jurisdiction based on inconvenient forum or for any other reason; or (b) any statutory or other right pursuant to the laws of the jurisdiction in which you are ordinarily resident to have a case or hearing relating to these Terms of Use adjudicated or resolved in that jurisdiction.

17.     Appointment of Mediator and Arbitrator

Any mediator or arbitrator will be appointed, pursuant to Sections 15 and 16 above, by agreement between you and CGA-Canada or, in default of agreement, such mediator or arbitrator will be appointed by a Judge of the Supreme Court of British Columbia sitting in the Courts of Vancouver, upon the application of either you or CGA-Canada.

18.     Procedure

In any arbitration proceeding contemplated by these Terms of Use, you and CGA-Canada agree that each party will be entitled to discovery to the same extent permitted by the Supreme Court of British Columbia as if the matter were being adjudicated in such court.