Canada Post Developer Program Agreement

This is a legally binding agreement between you and Canada Post Corporation ("Canada Post") You must agree to comply with the terms set out below, as amended from time to time by Canada Post at its discretion, in order to participate in the Canada Post Developer Program (the "Program").

1. AMENDMENTS

   Canada Post reserves the right, at its discretion, to amend this agreement at any time. You will be required to accept any such amendments before continuing to access the Program. Canada Post may modify or terminate the Program at any time, for any reason, without notice. This agreement incorporates the www.canadapost.ca general terms of use and the Canada Post Privacy Policy.

2. REGISTRATION AND ACCOUNT

   Upon registration with the Program you will be assigned a user key and password, which you will use to access the Program. In consideration for your use of the Program, you agree to (a) provide the required registration data; (b) maintain the security and confidentiality of your user key and password; (c) maintain and promptly update the registration data, and any other information you provide to Canada Post, to keep such registration data accurate, current and complete; and (d) be solely and fully responsible for all use of your user key and password and for any actions that take place using your user key and password. You agree to notify Canada Post immediately of any unauthorized use of your user key and password. Canada Post may require you to change your user key and password to protect the security of the Program.

3. SYSTEM REQUIREMENTS

   Use of the Program requires compatible hardware, Internet access and certain software and may require obtaining updates or upgrades from time to time. As use of the Program involves hardware, software, and Internet access, your ability to use the Program may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.

4. LIMITED LICENSE

   Subject to the terms of this agreement, upon registration with the Program you are granted a limited, non-exclusive, non-transferable license to access and use the Program, including the technical materials provided by Canada Post to aide in the use of the Program (the "Materials"), to create, maintain and use software applications to interface with Canada Posts web services, which include but are not limited to: shipping, tracking, rate estimates and return services (the "Web Services"). You many not use the Program or Materials for any other purpose. This license is revocable by Canada Post at any time without notice and with or without cause.

   You may not make or retain copies of the Program or Materials or modify the Program or Materials for any purpose other than as set out in this agreement. You many not provide any element of the Program or Materials to any third party, or use any element of the Program or Materials on behalf of any third party, other than as set out in this agreement. Use of the Materials is also subject to any terms of use provided with the Materials.

   Canada Post may amend the Program from time to time, which may require you to make amendments to any application you are maintaining in order to ensure the continued functionality of the application.

   Canada Post grants you a limited, non-exclusive, non-transferrable license to use the Canada Post trademarks specified in the Materials, only for the purposes and in the manner specified in the Materials. You many not alter any Canada Post trademark or use any Canada Post trademark in any way that is likely to cause confusion in the marketplace regarding any product or service offered by Canada Post. This license is revocable by Canada Post at any time without notice and without or without cause.

5. PLATFORM STATUS

   In order to offer access to an application created using the Program to third parties, you must obtain "platform status" for the application from Canada Post. Platform status will be awarded at the sole discretion of Canada Post and may be terminated by Canada Post at any time on written notice. All the terms of this agreement continue to apply to applications granted platform status.

6. USE OF THIRD PARTY PLATFORM DISCLAIMER

   Please be advised that by consenting to use a third party platform, you are granting the third party developer who maintains the platform access to information contained within your Canada Post account and online profile. This information may include, but is not limited to: name and address data of your addressees; shipping rate data negotiated between you and Canada Post; degraded images of your and/or your addressees' signatures; and your shipping volumes. Some of this data may qualify as "Personal Information" as defined by federal or provincial privacy protection legislation or be commercially sensitive. The platform developer will not have access to credit card or payment account information from Canada Post. Please consult the Materials for a full list of the information to which a developer will gain access. While the platform developer must adhere to the data management processes and procedures contained in this agreement, it is your responsibility to ensure that you trust the platform developer and that you have all required authority to provide the platform developer with access to the information contained in your Canada Post customer account.

   You agree that you remain responsible for the use of any data stored in your Canada Post customer account by any platform developer to whom you provide your consent. Canada Post will not be liable for any damages suffered by you or any third party as a result of you providing access to the data in your Canada Post customer account to a platform developer, nor will Canada Post be liable in any way for the actions of any platform developer, the functioning of any platform, or any other matter relating to any platform.

7. INTELLECTUAL PROPERTY

   You acknowledge and accept Canada Post's representation that it and/or its licensors own all right, title and interest, including copyright, in and to the Program, the Web Services, the Materials and all Canada Post trademarks, all as updated from time to time, and agree to sign all documents as may be requested by Canada Post to ensure that ownership of the Program, Web Services and Materials remains with Canada Post and/or its licensors.

8. DEVELOPER CONTENT AND CONDUCT

   You are solely responsible for all content that you post on the developer forum provided as part of the Program. Canada Post may review and remove any content that it deems to be offensive, or illegal, in its discretion. By posting content on the developer forum, you grant, and represent that you have necessary rights to grant, Canada Post a non-exclusive, irrevocable, royalty free, sub-licensable right to (i) organize, reproduce, display and otherwise exercise the copyright, publicity and any database rights you have in the content you post on the developer forum; and (ii) reproduce, transmit, publicly display and/or distribute your content as part of the Program. You agree that no content submitted by you via the Program will violate or infringe the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libellous, defamatory or otherwise unlawful material. You acknowledge and agree that Canada Post may preserve your content and disclose your content.

   You agree that you will not use the Program in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Program. You agree that you will not use or allow any application you create to be used in a manner that would adversely affect the Web Services, the Program or Canada Posts computer systems.

   If requested by Canada Post, you agree to provide any information or materials relating to applications you create using the Program for the purpose of verifying your compliance with this agreement. Canada Post may track the usage rates of the applications you create.

   Canada Post will track and record the Canada Post Confidential Information (as defined in section 1, below) that you access to ensure compliance with the terms of this agreement.

9. USER SUPPORT

   You are solely responsible for the creation, maintenance, support and use of any application you create using the Program and/or Materials, including all application functionality and user support.

10. INDEPENDENT DEVELOPMENT

    Nothing in this agreement will impair Canada Post's right to develop, acquire, license, market, promote or distribute applications that perform the same or similar functions as, or otherwise compete with, any applications you may develop using the Program.

11. PRIVACY AND COMMERCIAL SENSITIVITY

    You may be granted authority from third party users of your platform status application to obtain information that would meet the definition of "personal information" in the Privacy Act (Canada), the Personal Information Protection and Electronic Documents Act (Canada), or the applicable provincial privacy legislation to which users of your applications are subject (collectively, the "Privacy Laws"), held by users of your application via the interface of your application and the Web Services ("Personal Information"). You may also be granted access, via the interface of your application and Web Services, to commercially sensitive, confidential information of Canada Post and/or third party users of your platform status application ("Confidential Information"). For purposes of this agreement, all information that you access via the interface of your application and the Web Services that does not meet the definition of Personal Information will be considered Confidential Information. You agree that:

    1. You are solely responsible for your access, collection, use and storage of Personal Information and Confidential Information;
    2. You shall only access, collect, use and store Personal Information and Confidential Information as explicitly authorized by the users of your application and/or Canada Post, as applicable;
    3. You shall restrict access, collection, use and storage of Personal Information and Confidential Information to that required to enable the proper functioning of your application, in accordance with the stated purpose of the application;
    4. You shall use SSL/HTTPS encryption for transmission of Personal Information and Confidential Information to ensure data confidentiality. The minimum level of encryption must be equivalent to or higher than AES (128, 192, 256 bits), Triple DES (80, 128 bits), or SKIPJACK;
    5. You shall not disclose Personal Information or Confidential Information to any third party unless required by law and you shall use all reasonable means to prevent unauthorized disclosure, theft and loss of the Personal Information and Confidential Information;
    6. You shall store all Personal Information and Confidential Information on systems located in Canada or another North American Treaty Organization country;
    7. You shall access, collect, use and store Personal Information in compliance with all applicable Privacy Laws;
    8. You shall ensure that the Personal Information and Confidential Information is stored in a secure manner at all times and is destroyed immediately following the use for which it was obtained in accordance with the Information Technology Security Guidance Clearing and Declassifying Electronic Data Storage Devices standard for removal https://www.cyber.gc.ca/en/guidance/it-media-sanitization-itsp40006;
    9. As soon as reasonably practicable upon becoming aware of any unauthorized access to, copying, modification, use, disclosure, theft, loss of or inability to account for any Personal Information or Confidential Information in your possession, you shall notify the party who authorized you to access the Personal Information or Confidential Information and take reasonable steps to minimize the impact of such disclosure; and
    10. Without limiting the foregoing, you shall cooperate with and provide reasonable assistance to Canada Post and the users of your application with respect to any requests or instructions concerning Personal Information issued by the Office of the Privacy Commissioner of Canada or any provincial counterpart.

    You acknowledge that failure to comply with the requirements of this section may cause irreparable harm to Canada Post and third party users of your application.

12. DISCLAIMER OF WARRANTY

    Canada Post does not warrant that your use of the Program will be uninterrupted or error free and you agree that from time to time Canada Post may remove the Program or particular services therein for indefinite periods of time without notice.

    You agree that your use of, or inability to use, the Program and Materials is at your sole risk. The Program, Materials, Canada Post trademarks and all products and services provided to you by the Program are provided "as is" without warranty of any kind, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

13. LIMITATION OF LIABILITY

    Canada Post, its directors, officers, agents, affiliates, contractors, employees or licensors will not be liable for any direct, indirect, incidental, punitive, special or consequential damages arising from your use of the Program, the Materials, the Canada Post trademarks or any other claim related to your use of the Program, even if Canada Post was advised of the possibility of such damages.

14. INDEMNIFICATION

    You agree to indemnify and hold Canada Post, its directors, officers, agents, affiliates, contractors, employees and licensors harmless with respect to any claims arising out of your: breach of this agreement; unauthorized use of the Program, Materials or Canada Post trademarks; the use, by any person, of any application you create using the Program, Materials or Canada Post trademarks; your access, collection, use, disclosure or storage of any Personal Information or Confidential Information; and the infringement of any third party right by any element of any application you develop using the Program.

15. TERM AND TERMINATION

    Canada Post may terminate this agreement or suspend you from the Program at any time in Canada Post's sole discretion. If Canada Post terminates this agreement, Canada Post reserves the right to deny your re-application at any time in Canada Post's sole discretion. You may terminate your participation in the Program at any time, for any reason, by notifying Canada Post in writing of your intent to do so. Upon any termination or, at Canada Post's discretion, suspension, all rights and licenses granted to you by Canada Post will cease, including your right to access the Program and use your application to interface with Web Services, and you agree to immediately cease using and destroy any and all Program elements, Materials and Canada Post trademarks that are in your possession or control. At Canada Post's request, you agree to provide certification of such destruction to Canada Post.

16. GENERAL
    1. Governing Law. This agreement is governed by and will be construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein, without regard to any choice or conflict of laws, rule or principle that will result in the application of the laws of any other jurisdiction.
    2. Independent Contractor. The relationship between you and Canada Post is that of independent contractors and nothing in this agreement will be construed as establishing an agency, partnership, joint venture or employment relationship between you and Canada Post. No party has the authority to act on behalf of the other party or to commit the other party in any manner at all or cause any other party's name to be used in any way not specifically authorized by this agreement.
    3. Notice. Any demand, notice, direction or other communication to be made or given hereunder shall be in writing and may be made or given by email or sent by Xpresspost™, addressed to you in accordance with the registration information you provided and addressed to Canada Post.
    4. Survival. Sections 7, 10 through 15 inclusive and 16(a) and (d) survive termination of this agreement.
    5. Miscellaneous. No delay or failure to take action under this agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Canada Post, and no single waiver will constitute a continuing or subsequent waiver. This agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Canada Post. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable. This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this agreement will be binding upon Canada Post unless made in writing and signed by an authorized representative of Canada Post.
17. AUTHORITY

    If you are entering into this agreement on behalf of an entity, you represent and warrant that you have authority to enter into this agreement. Selecting "agree" is the legal equivalent of your signature on a written contract and equally binding.