Electronic Access Agreement

General

This Agreement outlines the terms and conditions governing your access to Accounts and Services through an Electronic Access Device.
This Agreement is in addition to, and not in substitution of, any other present or future agreement between you and TOTAL including any agreement you enter into when you open an Account.

DEFINITIONS

1. In this Agreement, these terms have the following meanings:
“Account” means my account with TOTAL;
“TOTAL” means Total Transportation Solutions Inc. and any of its subsidiaries that offer access to an Account or any Service through an Electronic Access Device;
“Electronic Access Device” means any device which allows me to use or to access an Account or any Service including, but not limited to, a personal computer, a telephone used for IVR access, a pager, a PCS phone, a personal digital assistant or similar device;
“Electronic Instruction” means any instruction regarding my Account or any Service that is transmitted through an Electronic Access Device;
“I”, “me”, and “my” mean the customer who applied for the Account or any Service;
“Information Provider” means any entity providing TOTAL, either directly or indirectly, with information or processing any such information and includes, but is not limited to, government agencies and news service providers or any such provider or processor of data or information;
“Passwords” means the combination of numbers and/or letters I select from time to time, for my use alone, as a means of identifying me and enabling me to access an Account or any Service;
“Service(s)” means transportation or storage or other ancillary services offered by TOTAL.

PASSWORD CONFIDENTIALITY AND LIABILITY

2. I will keep my Password(s) absolutely confidential. I agree to take every precaution necessary to ensure that my Password(s) are never disclosed, accidentally or otherwise, to anyone else at any time. I am solely responsible for maintaining the security of my Password(s). When choosing my Password(s), I will not use all or any part of:
a. a password I use for any other service;
b. my name or a close relative’s;
c. my birthdate, telephone number or address or a close relative’s;
d. my Account number.

3. If I know or suspect that someone else may know any of my Passwords, as soon as reasonably possible I must notify by phone or in person: (a) TOTAL Head Office; (b) OPSCON Inc.; or (c) the contact specified in my customer agreement governing my Account. I will not be liable for losses that occur after I give notice. If I know or suspect that someone else knows any of my Passwords, I must change all of my Passwords immediately.
I will be liable for all losses that occur if my Passwords are used to access my Account or any Service whether I authorize that use or not unless I prove to TOTAL’s satisfaction that I did not disclose my Passwords to anyone else or in any way enable someone else to find out my Passwords.

ELECTRONIC INSTRUCTIONS

4. I authorize TOTAL to accept and I agree to be solely responsible for all Electronic Instructions regarding my Account or any Service. I acknowledge that an Electronic Instruction is final and I cannot object to it later.
TOTAL may, at its sole discretion, decline to act on an Electronic Instruction given or purported to be given by me. TOTAL will not incur any liability by reason of acting or failing to act in respect of an Electronic Instruction.

CONFIDENTIALITY

5. The Internet is not a secure medium of communication and TOTAL cannot guarantee the privacy of customer information inputted on this website or sent to TOTAL on the Internet. In order to assist in protecting customer information, TOTAL:
a. has implemented firewalls, cryptographic techniques and stringent internal access procedures; and
b. constantly monitors all internal systems to ensure there has been no security attack or attempted break-in.

RECORDS

6. TOTAL may maintain a database of my Electronic Instructions. TOTAL’s records will be conclusive and binding on me in any disputes, including in any legal proceedings, as the best evidence of my Electronic Instructions, in the absence of clear proof that TOTAL’s records are wrong or incomplete. TOTAL may rely on my Electronic Instructions as if I had given them signed and in writing.

INFORMATION PROVIDERS

7. Information provided to me through the Services may have been independently obtained from various Information Providers and is believed by TOTAL to be reliable and accurate. In no event will TOTAL or the Information Providers be liable to me or to others for any loss, damage or injury of any type caused or contributed to in any way by such information. For example, and without limitation, TOTAL and the Information Providers will not be liable if the information:
a. does not meet my needs;
b. is delayed or is not available at any particular time or for any particular purpose; and
c. is not timely, in sequence, accurate, complete or suitable for any purpose.

LIMITATION OF LIABILITY

8. TOTAL will make every reasonable effort to provide me with access to my Account or any Services through an Electronic Access Device. TOTAL will not be liable to me for any loss, costs or damages which I may incur as a result of my use of an Electronic Access Device or if access to my Account or any Service through an Electronic Access Device is not available or is delayed due to periods of increased volume or market activity or to allow for maintenance, updates or for any other reasonable cause. For example, and without limitation, TOTAL will not be liable:
a. for communication malfunctions that affect the accuracy or timeliness of messages or Electronic Instructions between me and TOTAL and/or which prevent them from being transmitted in whole or in part;
b. for delays or failures in performance resulting from acts beyond TOTAL’s reasonable control including but not limited to acts of God, strikes, postal interruptions, lockouts, riots, acts of war, epidemics, fire, communication line failures, power failures, equipment or software malfunction, earthquakes or other disasters;
c. if I make a mistake when inputting an Electronic Instruction;
d. if I fail to log off when I leave my personal computer and someone else accesses my Account or any Service;
e. if, for any reason, I cannot access my Account or any Service through an Electronic Access Device or the Services do not function; or
f. for any harm or loss to my personal computer or any records or data.

CHANGES TO THIS AGREEMENT

9. TOTAL may amend any provision of this Agreement by providing me with notice of the amendment(s) either before or after such changes take effect. Notice may be provided to me through an Electronic Access Device. If I continue to access my Account(s) or any Service or if I maintain my Account(s) after the effective date of the amendment(s) that will show I agree and consent to the amendment(s).

TERMINATION

10. TOTAL may terminate this Agreement at any time without notice. TOTAL will have no liability for any loss or inconvenience which may result.

OTHER AGREEMENTS

11. If there is a conflict between a term in this Agreement and the customer agreement governing my Account, the terms of the customer agreement governing my Account will apply to the extent necessary to resolve the conflict.

PROPRIETARY INTEREST

13. Market data and other information provided through the Services is proprietary to TOTAL, the appropriate Information Provider(s) and their licensor(s) and is protected by applicable copyright law. I will not reproduce, sell, distribute, publish or commercially exploit the data without the express written consent of TOTAL and the appropriate Information Provider(s), as applicable. I will only use the market data and information for my own personal or business use.

GOVERNING LAW

14. This Agreement shall be governed by the law of the Province of Ontario and the laws of Canada applicable in Ontario.

QUEBEC ONLY

15. I want this agreement and any related documents to be in English.
Je reconnais avoir exigé que cette convention et les documents s’y rattachant soient rédigés en anglais.