Dye & Durham BC Conveyancing esiLaw Licence Program

Terms and Conditions
BC Conveyancing esiLaw Licence Program

Dear Valued Customers,

As a reward for consistently making Dye & Durham Conveyancing Software; econveyance, ProSuite and Brief Convey (“the Platforms”) your conveyancing platform of choice, you are eligible to participate in the Dye & Durham “BC Conveyancing esiLaw Licence” Program with effect from January 1st to December 31st, 2022. (“Promotion Period”)

To participate, you must enroll and accept the below terms and conditions.

TERMS & CONDITIONS

1. By participating in the Program, the Customer agrees to be bound by these terms and conditions, in addition to the End User License Agreements for esiLaw and the Platforms (“EULA”) including our Privacy Policy as modified from time to time.

2. In these terms and conditions, ‘we’, ‘ us’, ‘our’, “the Company” and ‘Promoter ‘ all mean Dye & Durham Corporation, while “you”, “Subscriber” or “Customer” means the party named in the Acceptance Box below.

Definitions

3. The following terms when capitalized shall have the following corresponding meanings:

“2021 Spend” means the aggregate of conveyancing transaction volumes of the Customer on the Platform over the last 12 months.

“Approved Limit” means the number of pre-qualified free esiLaw users referenced in the Invitation to Enroll, based on the aggregate conveyancing transactions completed by the Customer on the Platform, using the formular of six (6) conveyancing transactions to one (1) free license, or any other formular to be applied by the Company in its sole discretion.

“Company” means Dye & Durham Corporation or any of its affiliates.

“Customer” means the person or entity identified as the Customer in the applicable Order that is purchasing a license to use the Platform.

“Effective Date” means the commencement date of enrollment in the Program.

“esiLaw” means a practice management and accounting solution provided by the Company.

“Invitation to Enroll” means any Company provided document, which outlines the Approved limit, that is agreed to by the parties and references this Agreement.

“Order” means any Company provided ordering document, that is agreed to by the parties and references these Terms and Conditions.

“Platform” means the object code version of conveyancing software provided by the Company (referred to as “econveyance”, “ProSuite” and “Brief Convey”) and includes the software and all accompanying data files and documentation, any Updates to the software that may be provided from time to time by the Company, and all copies of any of the foregoing.

“Promotion Period” means from January 1st 2022 up until December 31st 2022.

“Program” means the British Columbia Conveyancing esiLaw Pricing Program, in which Customers earn free user licenses on esiLaw based on the conveyancing transactions completed on the Platform.

Enrollment

4. This Program is open to Customers of the Platform that; are either existing or non-existing esiLaw users; meet a certain threshold of conveyancing transactions on the Platform, and as such, have been pre-qualified to earn a maximum amount of free esiLaw user licenses during the Promotion Period.

5. Such eligible Customers will receive an invitation from the Company, either by email, or by any means adopted by the Company in its sole discretion, to enroll in the Program. (“Invitation to Enroll”). The invitation to Enroll will include relevant information on the Effective Date, Approved Limit and these terms and conditions for acceptance.

6. The pre-qualified esiLaw user licenses and other benefits of the Program cannot be transferred or assigned to any party and is restricted for use by the eligible Customers outlined in the Invitation to Enroll.

7. The Customer will complete an enrollment form and any other documentation as may be required, which will confirm the Effective Date of the Program

8. The Customer will earn the Approved Limit over the Promotion Period by continuing to create conveyancing transactions on the Platform to match its 2021 Spend.

9. The Approved Limit and any other benefits under this Program are non-transferrable and non-assignable and must only be used by the eligible Customer who received the Invitation to Enroll.

Term and Termination

10. The Program will commence on January 1st, 2022, and continue until December 31st, 2022, (“Promotion Period”) unless the Company decides to extend the Program for a further Promotion Period as may be communicated to the Customer at least thirty (30) days prior to the end of the Promotion Period

11. The Company may terminate this Program prior to the end of the Promotion Period:
(a) in its sole discretion upon providing at least thirty (30) days’ notice to the Customer.
(b) immediately where the Customer is in breach of any of these Terms and Conditions, or the terms of use of the Platform and esiLaw.
(c) Where the Customer ceases to use the Platform or has failed to use the Platform within six (6) months of the Promotion Period.

Upon termination, the Customer will commence payments for the esiLaw User licence fees at the applicable rates with effect from the termination date.

12. The Customer may withdraw its enrollment in the Program prior to the end of the Promotion Period, with notice to the Company. In which case, the Customer agrees to pay the Company the User Licence Fees at the applicable rates of $100 per user, payable monthly from the Effective Date to the end of the Promotion Period..

Notification and Fees

13. Subject to Section 14 below, the Customer will not be charged any user license fees for esiLaw, from the Effective Date of enrollment in the Program and throughout the Promotion Period. Customers will continue to be charged the applicable transaction fees for creating and completing conveyancing transactions on the Platform.

14. Where the Customer requires additional esiLaw user licenses above the Approved Limit during the Promotion Period, the Customer can purchase additional user licenses at the applicable rates of $100 per user, payable monthly.

15. If at the end of the Promotion Period:
(a) the Customer is unable to maintain the 2021 Spend, then the Customer will not have earned the Approved Limit and will be charged for the number of users licenses at which the Customer fell short of the Approved Limit at the rate of $100 per user, payable monthly from the Effective Date to the end of the Promotion Period. This fee shall immediately become due and payable within thirty (30) days from the end of the Promotion Period.
(b) the conveyancing transactions on the Platform exceed the Customer’s 2021 Spend, then;
(i) Where the Company decides in its sole discretion to extend the Program for a renewed Promotion Period, this volume will be applied towards calculating the Approved Limit for the renewed Promotion Period.
(ii) Where the Company decides in its sole discretion not to extend the Program for a renewed Promotion Period, the Customer will not be entitled to any credits, reimbursements, or refunds to its esiLaw account.

Payment

16. The Customer will pay the applicable user license fees including any applicable taxes and other charges imposed by governmental authorities in respect of those fees.

17. All fees due under the Program are payable by the applicable payment options enabled on either the Platform or esiLaw during onboarding as accepted and designated by the Company, either by credit card payments, or against an invoice, including automatic payment mechanisms

18. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided elsewhere in these terms and conditions.

19. The Customer hereby acknowledges that the Company reserves the right to set-off against and proportionately apply any amounts owing under this Program on esiLaw between any other credits in the Customer accounts on any other Platform operated by the Company. The right to set-off can be exercised by the Company with or without notice to the Customer.

Representations

20. The Customer warrants that the individual completing the Enrollment Form, signing, and accepting these Terms and Conditions is its authorized representative and has the authority to legally bind the Customer to the Agreement

21. The Customer acknowledges that the Company may remove its enrolment in this Program, where the Customer is in breach of these terms and conditions,

22. The Customer agrees that it will continue to use the Platform and esiLaw in accordance with the license terms as outlined in the respective EULAs and other terms of Use as may be modified from time to time.

23. The Customers acknowledges and agrees to participate in the Program in good faith and in compliance with these terms and conditions.

Liability

24. The Company shall not be liable for any costs, loss, damage or injury suffered or sustained (even if caused by negligence) as a result of participating in this Program, except for any liability which cannot be excluded by law.

25. In no event will the Company’s total aggregate liability to the Customer under these Terms and Conditions, exceed the total user license fees for esiLaw paid or owing by the Customer to the Company at the end of the Promotion Period.

Additional Terms

26. The Company reserves the right to withdraw, discontinue the Program at any time, and may modify or amend the terms and conditions for this Program where necessary or appropriate in its sole discretion.

27. The Customer agrees to keep confidential, the Invitation to Enroll and any other information which relates to its enrollment in the Program.

28. This Agreement will be performed and interpreted in accordance with the laws of British Columbia (and the federal laws of Canada applicable in British Columbia), without regard to conflict of laws principles, and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia, provided that the Company may apply to a court of competent jurisdiction for interim protection or equitable relief such as an interlocutory or interim injunction.

29. This Agreement, and the End User Licence Agreement for esiLaw and the Platform, which terms are incorporated by reference herein, constitutes the entire agreement between the parties, and replaces any and all prior agreements and understandings, whether written or oral, in any way relating to the subject matter of this Agreement.

30. In the event of any conflict or inconsistency between this Terms and Conditions and the End User Licence Agreement for the Platform and esiLaw with respect to this Program, these terms and Conditions shall prevail.

31. If a court of competent jurisdiction finds any provision of this agreement to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement will not be affected or impaired.