MyEDC User Account Agreement
1. Introduction and Scope
1.1 Export Development Canada (“EDC”) provides online access to a password protected website called “MyEDC” at https://www.edc.ca (the “Website”), which allows users to access certain Content, products, assets, and services, including financial products accessible through a CIP Account (collectively, the “Services”), provided or administered by EDC for Canadian customers. The Services are accessible by creating a “MyEDC Account”. This MyEDC User Account Agreement, the Specific Terms attached as schedules hereto, and all documents referenced in this Agreement, including EDC’s Website Terms of Use and, as applicable, EDC’s Privacy Notice, (collectively, the or this “Agreement”), set out the terms and conditions that apply to the creation and use of a MyEDC Account, and your use of the Website, Content or Services (the MyEDC Account, the Website, the Content, the Services and the APIs are collectively referred to in this Agreement as the “EDC Online Offerings”). By creating a MyEDC Account and using the EDC Online Offerings, you agree to be bound by the terms and conditions of this Agreement, which may be modified by EDC from time to time as described below.
2. Specific Terms and Conditions
2.1 If you have financial products with EDC, you may gain access to digital services related to those financial products through your MyEDC Account, in which case, the following “Specific Terms” shall apply to your digital access to such services:
a) Schedule A – CIP Digital Access Agreement
2.2 If you use the EDC Online Offerings in conjunction with one or more application programming interfaces (“APIs”), the following Specific Terms shall apply:
3. Definitions and Interpretation
3.1 As used in this Agreement, terms defined in the singular have the same meaning when used in the plural, and terms defined in the plural have the same meaning when used in the singular. The headings and subheadings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.
3.2 For the purposes of this Agreement, the Website Terms of Use and Privacy Notice shall be referred to collectively as the “Referenced Terms”, and references to “you” and “your” are to: (i) you, (ii) the company, partnership, sole proprietorship or entity you represent, or on behalf of which you are accessing the EDC Online Offerings (the or your “Company”), (iii) the Representative (as defined in the CIP Digital Access Agreement), and (iv) anyone who accesses or uses the EDC Online Offerings through your MyEDC Account (“Users”). Any references to “we”, “us” or “our” shall be construed to refer to EDC.
3.3 Any capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Referenced Terms or the Specific Terms.
4. Acceptance of this Agreement
4.1 You are fully responsible for any access to or use of the EDC Online Offerings through your MyEDC Account, including by others. By creating a MyEDC Account and using the EDC Online Offerings for the benefit of your Company, you represent and warrant that you have authority to bind your Company to the terms of this Agreement.
5. No Commitment by EDC to Provide Financial Products or Support Services
5.1 Except as explicitly indicated in your CIP Account and the CIP Digital Access Agreement, nothing presented to you by EDC through the EDC Online Offerings constitutes a commitment by EDC to provide you with any financial products.
5.2 EDC has no obligation to provide you or any Users with support or technical assistance in connection with the EDC Online Offerings. You are responsible for providing support to Users of your MyEDC Account and CIP Account as required.
6. Changing the Terms of this Agreement
6.1 You acknowledge that EDC can add to, change or replace all or part of the terms and conditions of this Agreement and any other terms and policies incorporated by reference herein from time to time without incurring any liability or obligation whatsoever to you or any other person or entity. Notice of additional, amended or replaced terms and conditions may be given to you in any one or more of the following ways:
a. sending a notice addressed to you at your last address in our records;
b. posting a notice on the Website;
c. posting an updated version of the Agreement on the Website;
d. sending an email to you at the email address associated with your MyEDC Account;
e. sending a text message to your mobile device at the phone number associated with your MyEDC Account;
f. Such other method(s) as we may permit.
6.2 EDC will specify the date upon which the changes were made. Your continued use of the EDC Online Offerings constitutes your acknowledgement and full acceptance to be legally bound by the Agreement as modified.
7. For Quebec Residents Only / Pour les résidents du Québec seulement
7.1 You acknowledge that the French version of this agreement is available for your review here: https://www.edc.ca/fr/mentions-legales.html. You expressly request and agree to be bound exclusively by the English version of this agreement and that all related documents, including any notices, be drafted in English only.
7.2 Vous reconnaissez que la version française de cet accord est disponible pour votre examen ici : https://www.edc.ca/fr/mentions-legales.html. Vous demandez expressément et acceptez d'être lié exclusivement par la version anglaise de cette convention du présent contrat et que tous les documents qui s’y rattachent, y compris tous avis, soient rédigés en anglais seulement.
8. Username and Password
8.1 You may only access your MyEDC Account using the unique user ID and password you created or that was provided to you by EDC. You are responsible for maintaining the confidentiality and safekeeping of your user ID, password and your MyEDC Account. You alone are liable for any use or misuse of them, and for all activities that occur under them, including but not limited to any transactions that are entered into or payments that are made through your MyEDC Account.
8.2 For security reasons, you must keep your user ID and password confidential, and not disclose them to any person, or permit any other person to use them, including other authorized Users of the Company. EDC recommends that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you should log out at the end of each session.
8.3 EDC is not under any obligation to verify the actual identity or authority of the User of any user ID or password.
8.4 If you believe or suspect that there has been unauthorized use of your MyEDC Account, or that your login information has been lost, stolen, become known by any other person, or has been otherwise compromised, immediately change all passwords and contact EDC Customer Care at 1-800-229-0575. EDC is not responsible for your failure to do so, or for any delay in suspending your MyEDC Account.
8.5 You are responsible for protecting any confidential or personal information about you or the Company while viewing or accessing your MyEDC Account or any EDC Online Offerings in a public place or from a public Wi-fi network. EDC shall not be responsible for any unauthorized loss, disclosure or access to your information arising therefrom. It is recommended that you use a personal mobile hotspot or a trusted VPN when accessing the internet in public places for better security.
9. Security of Biometric Login Information
9.1 If you use biometric identification methods (e.g. through an authenticator application) to log into your MyEDC Account, do not allow any other persons to register their fingerprints, faces or any other biometric information on your devices. If the biometric information of another person is used to conduct transactions on or through your MyEDC Account, those transactions will be deemed to be authorized by you and shall bind the Company.
9.2 EDC reserves the right to change, discontinue or suspend the use of biometric identification on your MyEDC Account or any other digital service at any time without notice.
10. Registration and Accuracy of Information
10.1 During the registration process, you will be asked to provide your name, email address, a password for logging in, and other information, including but not limited to, information about the Company, its address, business, financials, banking coordinates, and other information which EDC reasonably requires to comply with its “know-your-customer”, anti-corruption and anti-money laundering obligations, and to provide you with the EDC Online Offerings. You certify that the information that you provide during the registration process will be complete and accurate, and you will not provide a false e-mail address, impersonate any person or entity, or otherwise mislead EDC with respect to any information that you provide.
10.2 You represent and warrant that you either own or have all the necessary rights, approvals, licenses, consents and permissions to share any and all information that you provide to EDC in the course of using the EDC Online Offerings and that your provision of such information to EDC shall not infringe, violate, or misappropriate the rights of any third-party or violate any laws. EDC shall have a non-exclusive, non-assignable, non-transferable, non-sublicensable license to use any such information for its internal business purposes, including but not limited to, providing you with, maintaining, updating or improving the EDC Online Offerings.
10.3 You will promptly update any of the information that you have provided so that your MyEDC Account remains complete and accurate at all times. In order to comply with our “know-your-customer” obligations and to preserve our data integrity, changes or updates that you make to your information through your MyEDC Account may be subject to our internal review process before the changes are applied in our systems. We may need to request further information or documentation from you to verify the accuracy of the changes you make. Accordingly, there may be a delay between the time that you make the changes in your MyEDC Account and the time that the changes are reflected in our systems.
10.4 You acknowledge that EDC may rely on your registration information, including your contact information, to send confidential information, which, if delivered to the wrong contact coordinates, could result in damage to you, your business, or to EDC. Your further acknowledge that EDC will rely on the banking coordinates you provide through your MyEDC Account to make payments to you or the Company in providing the Services. You shall ensure the banking and contact coordinates associated with your MyEDC Account is accurate at all times to prevent loss to you and to EDC. You are solely responsible for any loss, injury, damages, fines, penalties or expenses arising from your providing inaccurate contact or banking coordinates to EDC.
10.5 EDC complies with its obligations under the Export Development Act to keep all customer information confidential, except where disclosure is specifically permitted under the Act. Notwithstanding the foregoing, EDC may disclose your confidential information: (a) in the context of litigation, including to defend a claim or to advance its own claim; or (b) to comply with applicable laws, EDC’s or the government of Canada’s international commitments, a request from a regulatory authority, or a court order.
11. Privacy and Protection of Personal Information
11.1 EDC is committed to protecting the personal information you provide when you register for a MyEDC Account or use the Website or Services in accordance with the Privacy Act (Canada) and any other applicable privacy laws.
11.2 We use this information to provide access to and deliver a variety of Content and service offerings tailored to your interests and needs, as further outlined in the Knowledge and Advisory Services Personal Information Bank. We may also use this information to determine eligibility for and to manage financial products and services provided or administered by EDC, as further outlined in the Financial Services Personal Information Bank. This includes using your personal information to underwrite insurance products, as well as to identify the appropriate premium and coverage during your application or renewal of insurance products with EDC. Additionally, when you file a claim with EDC, we may use your personal information to process, adjudicate, and investigate claims.
11.3 Your personal information will not be used for any purpose other than outlined in this Agreement, our Privacy Notice, or except as otherwise authorized or required by law.
11.4 To learn more about our privacy practices when you use EDC’s Online Offerings, including how we use cookies, please review our Privacy Notice.
11.5 If you have questions or comments regarding our privacy practices or would like to access, update, or correct your personal information, please reach out by email at P&IR@edc.ca.
12. Access to Information
12.1 You acknowledge and understand that all information collected by EDC is subject to the Access to Information Act (Canada). Information is collected, protected and disclosed by EDC in accordance with that Act.
13. Content
13.1 Your MyEDC Account will allow you to view, use and access various information and content, including, but not limited to, articles, essays, webinars, infographics, data and reports (“Content”) made available to you by EDC or by third-parties. Your MyEDC Account, the Website and the Content are the property of EDC, and you acknowledge and agree that you have no ownership rights or other rights in your MyEDC Account, the Website, or Content, except as expressly provided in this Agreement.
13.2 Subject to the Prohibited Uses set out below, EDC hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable right and license to access and use the Content within Canada for your internal business purposes only. You may not repackage, resell or redistribute the Content to third parties, or create any commercial product using the Content, in whole or in part. You may not use the Content for the purposes of creating a database or repository of information, or to train an artificial intelligence system or large language model. You may not use the Content in conjunction with an artificial intelligence system, except as expressly permitted by EDC in writing or provided by EDC as part of the EDC Online Offerings. Violation of these terms will be subject to legal action.
13.3 The Content we make available may change over time and may only be available for a limited time. The availability of the Content will be determined in EDC’s sole discretion. EDC reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Content.
14. Your Submission of Contributions
14.1 You hereby grant to EDC a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, create derivative works from, publish, translate, license, transmit, distribute and otherwise exploit any or all portions of any comments, suggestions, recommendations, ideas, concepts, reviews, or any other material contained in any such communication that you may post, upload or submit to EDC through your MyEDC Account, in any manner or media and by means of any technology now known or hereafter developed (collectively, “Contributions”). In addition, you hereby irrevocably waive all moral rights in any such Contributions. You also confirm to EDC that: (a) the Contributions are wholly original to you; (b) no one else has any rights in the Contributions; (c) the Contributions do not contain confidential or proprietary information; and (d) EDC is free to implement the Contributions, as provided by you or as modified by EDC, without obtaining further permission from you or any third party, and without any additional consideration of any kind. The above license shall explicitly exclude your or your Company’s trade name, logo and registered trademarks.
14.2 EDC is not obligated to review, pre-screen, monitor, delete, or edit Contributions. However, EDC reserves the right to do so at any time in its sole discretion, for any reason or no reason, and to refuse, delete, move or edit any Contributions, in whole or in part, with or without notice. EDC is not responsible or liable for damages of any kind arising from any Contributions, even when EDC is advised of the possibility of such damages, or from EDC’s alteration or deletion of any Contributions.
15. Prohibited Activities
15.1 You agree to comply with all applicable laws and regulations (including laws relating to copyright and intellectual property) as well as this Agreement, when using the EDC Online Offerings. Except as specifically permitted in this Agreement or by EDC in writing, you acknowledge and agree that you may not: (a) copy, reproduce, distribute, transfer, sell, license, publish, enter into a database, modify, create derivative works from, upload, edit, post, link to, transmit, or in any way exploit, any part of the EDC Online Offerings; (b) use the EDC Online Offerings to engage in any activities that infringe intellectual property rights or facilitate any such activities; (c) copy, modify, alter, remove, or deface any trademarks, service marks, or other intellectual property displayed or made available through the EDC Online Offerings, or use any of the foregoing for any purpose other than the purpose for which such intellectual property is made available to MyEDC Account users; (d) use the EDC Online Offerings to invade another person’s privacy, or to collect or store personal data about other users; (e) post or transmit messages constituting “spam”, which includes but is not limited to unsolicited e-mail messages, inappropriate postings, false commercial messages, mail bombing or any other abuse of e-mail or group servers; (f) upload or download, post, publish, retrieve, transmit, or otherwise reproduce, distribute or provide access to information, software or other material which: (i) is confidential or is protected by copyright or other intellectual property rights, without prior authorization from the rights holder(s); (ii) is defamatory, obscene, child pornography or hate literature; or (iii) constitutes invasion of privacy, appropriation of personality, or unauthorized linking or framing; or (g) engage in any other usage which EDC may stipulate from time to time as being inappropriate or prohibited.
15.2 You must not use EDC names, logos, trademarks and trade names (collectively, “EDC Marks”) in any way without EDC prior written consent.
15.3 You are strictly prohibited from using the EDC Online Offerings to replicate or create a product which competes with the products, services, capabilities or functionalities offered on the EDC Online Offerings.
16. Artificial Intelligence
16.1 To provide you with the most relevant information and content on the Website, EDC uses artificial intelligence in order to analyze information about you, your Company, the Content you view and your use of the EDC Online Offerings (“Your Information”). Your Information may be combined with similar information about other users of the EDC Online Offerings and analyzed at an aggregate level for the purposes of improving the relevancy of Content and Services provided on the Website. By using the Website, you grant EDC a perpetual, royalty-free, irrevocable, non-exclusive right and license to use Your Information for this purpose. Your Information will not be shared with third parties, except as explicitly set out in the Privacy Notice.
17. Carrier Plans
17.1 You acknowledge that your access to the EDC Online Offerings and your MyEDC Account via a mobile device or laptop is contingent upon you having an appropriate Wi-Fi connection or data plan for your device. It is your responsibility to ensure that the internet connection you use to access your MyEDC Account and the EDC Online Offerings is secure, reliable and compatible with the Services. You understand that your MyEDC Account and the EDC Online Offerings may no longer be available in the event that your Wi-fi connection data plan or mobile device service terminates, lapses or is suspended. You are solely responsible for any fees imposed by your wireless carrier and/or internet service provider, including roaming charges when accessing the EDC Online Offerings from outside of Canada.
18. Operating Systems, Browsers, Mobile Devices and Computer Hardware
18.1 While EDC aims to support the use of your MyEDC Account and the EDC Online Offerings on popular operating systems, web browsers, mobile devices and computer hardware available in Canada (collectively, “Platforms”), we have no obligation to support, or to continue to support, the use of your MyEDC Account or the EDC Online Offerings on all Platforms (both within and outside of Canada).
19. Links to Third Party Sites
19.1 Any products, services or information (including but not limited to event or webinar hosting, video conferencing, payment processing, information subscription, data licensing, or learning and development services) offered by third parties and that are linked to from the EDC Online Offerings (“Third-Party Services”) are governed by such third party’s terms and conditions, which are available here:
- FITT Learning Series: Terms of Use | Forum for International Trade Training (FITT)
- Dunn and Bradstreet: Websites Terms of Use - Dun & Bradstreet
- Equifax: Terms of Use | Equifax Canada
- Moneris: Terms of Use | Moneris
- SpotMe Privacy Policy: Privacy Policy of SpotMe
19.2 EDC is not responsible for any activity on third-party websites or for Third-Party Services. EDC makes no endorsement and provides no warranties, whether express or implied, about the Third-Party Services. The “No Warranty” clause in this Agreement shall apply to the Third-Party Services.
20. APIs and Integrations
20.1 EDC may from time to time make certain APIs or integrations available for the EDC Online Offerings or make the EDC Online Offerings compatible with third-party APIs or integration tools). Your use of the APIs is subject to the API Terms of Use.
21. Responsibility for Minors
21.1 You represent and warrant that you have reached the age of majority in the Canadian province or territory in which you reside, otherwise you may not register for or use a MyEDC Account or any of the EDC Online Offerings. In cases where you have allowed a minor to use your MyEDC Account, you recognize that you are fully responsible for: (a) the conduct of such minor; (b) controlling the minor’s access to and use of your MyEDC Account; and (c) the consequences of any use or misuse of your MyEDC Account by the minor.
22. Suspension, Termination and Cancellation
22.1 All MyEDC Accounts remain the property of EDC and may be cancelled or suspended at any time and for any reason by EDC without liability to you or any other person. The reason for suspending or cancelling your MyEDC Account could include, but is not limited to:
a) EDC reasonably believes that you have violated this Agreement or any applicable laws; or
b) EDC reasonably believes your MyEDC Account puts EDC in violation of any applicable laws, including Canada’s international commitments, or EDC’s contractual obligations.
22.2 EDC’s right to suspend and terminate your MyEDC Account is in addition to, and not in lieu of, any rights or remedies available to EDC under this Agreement or any applicable laws.
22.3 You may cancel your MyEDC Account by contacting EDC at support@edc.ca.
23. No Warranty
23.1 Except as explicitly provided in this Agreement (as amended from time to time) and to the fullest extent permitted by law, EDC, its agents, employees, directors, officers and affiliated companies, or any person associated with the creation or operation of the EDC Online Offerings (collectively, “EDC Representatives”) expressly disclaim any and all representations, warranties, or conditions of any kind, express or implied, regarding the EDC Online Offerings, all of which are provided on an “as is” and “as available” basis, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade.
23.2 EDC and EDC Representatives do not warrant or guarantee: (a) the accuracy, completeness, correctness, currency, reliability, timeliness, usefulness, availability or suitability of EDC Online Offerings; (b) that the EDC Online Offerings will meet any of your requirements; (c) that access to the EDC Online Offerings will be uninterrupted, timely, secure or error-free; or (d) that the EDC Online Offerings will be free of infections, viruses, worms, Trojan horses or other code that could be harmful to your computer system.
24. Limitation of Liability
24.1 You acknowledge and agree (a) that your use of the EDC Online Offerings is at your sole discretion and risk; and (b) that you are solely responsible for any damage you may sustain, whether relating to (i) your computer system, or any loss of data that results from the download of any Content or your use of the APIs, or (ii) your reliance on any Content obtained as a result of your use of the EDC Online Offerings, or (iii) any other form of damage that may be incurred. In no event will EDC or its Representatives be liable for your conduct under your MyEDC Account or use of the EDC Online Offerings. Except where directly caused by EDC’s own willful misconduct or gross negligence, EDC shall not be held liable for any damages, losses or expenses incurred by you or a third-party arising from your use of the EDC Online Offerings, including any liability for:
a) interruptions and communication line failures including communication malfunctions that affect the accuracy or timeliness of messages or instructions between you and EDC, or which prevent messages or instructions from being transmitted in whole or in part, or agreements from being formed between you and EDC or a third-party;
b) your inability to access the EDC Online Offerings at any time;
c) the malfunctioning or unavailability of the EDC Online Offerings, in whole or in part;
d) any harm or loss to your computer records or data, howsoever caused, including caused by viruses, "worms", "trojan horses", ransomeware, or other similar intrusive, disruptive or destructive programs or files of that nature;
e) interception or disclosure of confidential or sensitive information transmitted over the internet;
f) inaccuracies, delays in operation or transmission, failures, errors or omissions or loss of transmitted information; and
g) lack of suitability, reliability, timeliness or availability of the EDC Online Offerings or any material or services offered thereon.
24.2 If EDC or EDC Representatives should be found liable for any loss or damage that arises out of or is in any way connected with the EDC Online Offerings, the liability of EDC and its Representatives will in no event exceed One Hundred Dollars ($100.00) in Canadian currency.
24.3 In no event will EDC or its Representatives be liable for any direct, indirect, punitive, special, incidental, exemplary or consequential damages, damages for loss of use, data, information, or profits or business interruption, or any other damages whatsoever arising out of or in any way related to the use or performance of the EDC Online Offerings, any linked website, or any other information or data, obtained through the EDC Online Offerings, or otherwise arising out of your use or inability to use the EDC Online Offerings, or any decision made or action taken by you in reliance on any information or materials provided through the EDC Online Offerings, and/or any errors or omissions in the EDC Online Offerings, whether such damages are based in tort, contract, negligence, strict liability or otherwise, even if EDC has been advised of the possibility of such damages.
25. Indemnity
25.1 Except where directly resulting from EDC’s own willful misconduct or gross negligence, you agree to indemnify and hold EDC and EDC Representatives harmless from any liability, claim, demand, damages, penalties, fines, or expenses, including reasonable lawyers’ fees, due to or arising from:
a) your use of the EDC Online Offerings;
b) your violation of this Agreement;
c) your violation of any rights of another person, including but not limited to intellectual property rights, moral rights, personality rights, privacy rights, contractual rights, or rights granted by applicable laws.
26. Sanctioned Countries and Parties
26.1 As a Canadian Crown corporation, EDC is bound to and must comply with applicable export controls and economic laws and regulations, including those imposed by Canada and those directed against Canada. You are responsible for familiarizing yourself with the sanctions that are applicable to you or to your jurisdiction or that may have an impact on your or your business. EDC shall not be responsible for any liability arising from your breach of applicable sanctions in relation to your use of your MyEDC Account.
26.2 You agree to not use your MyEDC Account in connection with any direct to indirect activities or dealings with or involving any jurisdictions, entities, political parties, governments or individuals that are the subject of sanctions. If your use of your MyEDC Account puts EDC offside any applicable laws or sanctions, EDC shall have the right to immediately terminate your access to the account without advance notice to you and without any liability to EDC.
27. Binding Arbitration
27.1 Before starting any legal action against EDC in connection with the EDC Online Offerings, you agree to first contact EDC to communicate any issues you may have and allow EDC 60 days to attempt to resolve them. You will make commercially reasonable efforts to cooperate with EDC in finding a mutually agreeable resolution. Any dispute, controversy or claim arising out of or relating to this Agreement or your use of the EDC Online Offerings that is not resolved in accordance with the foregoing process will be resolved through binding arbitration administered by the ADR Institute of Canada, Inc. (ADRIC) in accordance with its arbitration rules, and will proceed on an individual basis only.
27.2 The arbitration will be conducted by a single arbitrator mutually agreed between you and EDC, or if an agreement is not reached, appointed by ADRIC in accordance with its rules.
27.3 The arbitration will be conducted in English only. You are responsible for procuring and paying for the cost of a translator or interpreter as required.
27.4 The seat of arbitration shall be Ottawa, Ontario, Canada, and the substantive law of the Province of Ontario shall apply.
27.5 The arbitrator’s decision shall be final and binding on you and EDC and may be entered as a judgment in any court of competent jurisdiction.
27.6 You agree that the arbitration proceedings, including all materials and evidence submitted, shall be confidential, except as required by law or for the enforcement of the award.
28.7 Each party shall bear its own costs and expenses of the arbitration, and the costs of the arbitrator shall be shared equally, unless otherwise determined by the arbitrator.
28. Entire Agreement
28.1 This Agreement, including the Referenced Terms constitute the entire agreement between you and EDC with respect to the subject matter hereof, and supersedes any prior agreements, understandings, negotiations and discussions, whether electronic, oral or written, regarding the subject matter of this Agreement, and may not be amended or modified except in accordance with the terms hereof. In the event of any conflict between this MyEDC User Account Agreement and the Specific Terms or Referenced Terms, the following order of paramountcy shall apply to resolve the conflict: (a) the Privacy Notice, (b) the Specific Terms (as applicable); (c) this MyEDC User Account Agreement, and (d) the Website Terms of Use.
29. Miscellaneous
29.1 Notwithstanding the expiration or termination of this Agreement, those rights and obligations that are stated to, or which by their nature are intended to, survive such expiration or termination shall survive.
29.2 If any provision is determined to be unenforceable or invalid, such determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.
29.3 You may not assign, in whole or in part, any of your rights or obligations under this Agreement without EDC’s prior written consent.
29.4 Any waiver of any provision of this Agreement will be effective only if in writing and signed by EDC and only applicable to the specific incident and occurrence so waived. The failure by EDC to insist upon the strict performance of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect. This Agreement will inure to the benefit of EDC’s successors and assigns.
29.5 This Agreement constitutes the entire agreement between you and EDC regarding the use of the EDC Online Offerings.
29.6 This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada.
30. Notice
30.1 Notice with respect to this Agreement, shall be given by e-mail as follows:
a) to EDC at support@edc.ca;
b) to you at the e-mail address associated with your MyEDC Account;
c) to you by placing a notice in your MyEDC Account, your CIP Account, or on the Website.
30.2 Any notice will be deemed effective on the date of transmission of the email or of the posting of the notice in the account or Website, as applicable. EDC can rely and act upon telephone and electronically transmitted instructions from the contact coordinates associated with your MyEDC Account.
Schedule A – CIP Digital Access Agreement
1. Introduction
1.1 The terms and conditions in this Schedule A apply to the Credit Insurance Products online account (the “CIP Account”) through which EDC customers can purchase, access and manage their Portfolio Credit Insurance (“PCI”), Select Credit Insurance (“SCI”) and Trade Partnership Insurance (“TPI”) products with EDC (collectively, the “CI Products”). Access to a CIP Account is only available through a MyEDC Account and therefore the terms and conditions of the MyEDC User Account Agreement also apply to your access and use of your CIP Account. In the event of a conflict between the terms of this Schedule A and the MyEDC User Account Agreement, the terms of this Schedule A shall govern.
2. Definitions and Interpretation
2.1 Capitalized terms in this Schedule A that are not otherwise defined have the meanings ascribed to them in the MyEDC User Account Agreement, the other Specific Terms, or the Referenced Terms.
2.2 “Representative” means the individual named as the authorized representative of the Company in the CIP Account;
3. Additional Users and Location Requirements
3.1 You (which term includes the Representative) are responsible for all use of the Company’s CIP Account. The Representative may designate one or more additional Users of the account on the condition that any such additional User(s) be located in Canada. The Representative is not permitted to designate any Users not located in Canada and must contact EDC to request that any such additional User(s) be added by EDC. EDC, in its sole discretion, may deny granting access to the CIP Account to any User not physically located in Canada.
4. Applicable Agreements
4.1 All financial and insurance products and services accessible through the CIP Account are subject to the terms of any applicable agreements, applications, declarations, statements or policies provided by EDC (the “Product Agreements”). These agreements will be presented to you at the time that you decide to access or purchase a financial product or service. Read these agreements carefully prior to purchasing any such product or service. If there is a conflict between the terms of this Agreement and the Product Agreements, the terms of the applicable Product Agreements shall govern.
5. Representations, Warranties and Covenants
5.1 The information you provide through your MyEDC Account is being relied upon by EDC as a basis for offering financial products and services. You represent and warrant that:
a) the information about the Company and the Representative is accurate and complete;
b) all declarations, statements, information provided by you through your CIP Account and MyEDC Account is truthful and binding on you as if they had been made it in writing;
c) the Representative is a resident of Canada, is located in Canada, and is an authorized signing officer capable of binding the Company to this Agreement and to any other agreement or policy that is completed online with EDC.
6. Agreement to Receive CIP Documents and Product Agreements Electronically
6.1 EDC may make available through your CIP Account:
a) Product Agreements
b) online documents
c) statements
d) payment history
e) offers
f) applications
g) application summaries
h) term sheets
i) notices
j) email communications between you and EDC, and
k) other information
relating to financial products offered, provided or administered by EDC, including but not limited to PCI, SCI and TPI (each a “CIP Document” and collectively, the “CIP Documents”).
6.2 During the period that your CIP Account is designated to receive CIP Documents electronically, such documents will be available for up to 5 years as long as your account remains active and you continue to have CI Products. If you wish to retain copies of the CIP Documents for longer than the above retention periods, it is your responsibility to print, save, or download a copy of such documents while they are still available in your CIP Account.
6.3 Subject to section 6.2 above, EDC may, at any time and in its sole and absolute discretion, add or delete any or all CIP Documents from your CIP Account.
6.4 While EDC makes commercially reasonable efforts to place CIP Documents in your CIP Account in a timely manner, there may be a delay of up to a few business days for CIP Documents to appear in your CIP Account. Any such delays in the delivery of CIP Documents shall not impact your or EDC’s rights or obligations under the Product Agreements then in effect.
6.5 If you suspect that any CIP Document placed in your CIP Account is incomplete, inaccurate, corrupted in transmission, or not intended for you, you shall promptly notify EDC and request clarification. When notified, EDC will take such corrective actions as may reasonably be required in the circumstances. Note, however, that any updates or corrections to your information that you request will be vetted by EDC through its standard know-your-customer due diligence processes before such changes are reflected in your CIP Account or CIP Documents. EDC may request additional information from you as part of this due diligence process and you agree to provide EDC all necessary information about you or the Company as part of this process.
6.6 EDC may, on occasion, send you an e-mail informing you that a CIP Document, which you should read, has been placed in your CIP Account. By providing EDC with your e-mail address, you are authorizing EDC to send such e-mails and to otherwise communicate with you by e-mail regarding your CIP Account or any of the financial products associated with your CIP Account. Please note, however, that EDC will not send an e-mail each time a CIP Document has been published on your CIP Account, and it is your responsibility to check your account regularly to ensure that you have read all documents placed there. The date on which EDC places the CIP Document in your CIP Account shall be the date on which you are deemed to have received such document.
6.7 EDC reserves the right at any time and for any reason to cease providing you with the Product Agreements or CIP Documents electronically through your CIP Account. In such circumstance, EDC may communicate with you by mail or e-mail at the contact coordinates associated with your CIP Account.
6.8 You may revoke your consent to receive Product Agreements and CIP Documents electronically through your CIP Account by contacting EDC at support@edc.ca.
7. Electronic Acceptance of Product Agreements
7.1 All Product Agreements to which you have signified your acceptance through your CIP Account will be legally binding on you and of legal effect when such agreement or policy has been first placed in, and is retrievable by you from, your CIP Account.
8. EDC Records
8.1 EDC will maintain a database of all CIP Documents in their original form and a transaction log and record of when such CIP Documents were created, accepted, or sent, as the case may be. A copy of the transaction log and records maintained by EDC to record all CIP Documents confirmed to be accessible by your CIP Account shall be admissible in any legal, administrative or other proceedings between you and EDC and will be conclusive and binding on you in any dispute as the best evidence of the CIP Documents, in the absence of clear proof that EDC’s records are erroneous or incomplete.
9. Communication during CIP Account Access Interruptions
9.1 If your CIP Account ceases to be available by reason of some failure of equipment or services, you will use reasonable efforts to continue normal communications with EDC by alternate means until your CIP Account becomes available.
10. Security
10.1 EDC and its suppliers have implemented and will maintain secure systems for transmitting transactional information and to protect the security and privacy of Documents stored on the Website or your CIP Account and the information you provide in your online applications and transactions; however, you acknowledge that the security of communications over the internet cannot be guaranteed, and EDC will not be responsible for any damages you may suffer relating to any unauthorized disclosure or interception of any communications occurring over the internet, or unauthorized accessing of any Documents stored in your CIP Account.
11. Online Payments
11.1 Where available for a particular product or service, you may make payments to EDC online by credit card or by other secure payment methods. You are responsible for all online payments processed through your CIP Account, including fraudulent ones or those made in error.
11.2 EDC uses third-party payment processors to facilitate online payments. Transaction information (which may also include your personal information) may be used by such third-party payment processors in accordance with their terms and conditions to process payments made by you, to resolve payment disputes, or as otherwise required by law. EDC does not receive your credit card information or related personal information from the third-party payment processor.
12. Appealing a Decision through your CIP Account
12.1 Your CIP Account enables you to appeal certain decisions we have made in relation to one or more of your CI Products. You may appeal a decision by submitting documentary evidence for our consideration. After you submit your documents, an underwriter will review your submission, make a determination and communicate his or her decision through your CIP Account. Your appeal of a decision does not constitute a commitment by us to change our original decision. Please note that while we make commercially reasonable efforts to review your appeal submission in a timely manner, delays may occur and we do not guarantee that a decision to your appeal will be processed within any amount of time, or within the timeline you require.
13. Termination
13.1 Notwithstanding anything to the contrary in the MyEDC User Account Agreement, EDC will not terminate your CIP Account without first providing you with written notification. Termination of your CIP Account will not affect any financial products or services that were entered into prior to such termination. The Product Agreements will continue to be in force notwithstanding the termination of your CIP Account.
14. Information Sharing with EDC’s Co-Insurers
14.1 To provide the CI Products, EDC partners with co-insurers (“Co-Insurers”) from time to time, including but not limited to COMPAGNIE FRANÇAISE D’ASSURANCE POUR LE COMMERCE EXTÉRIEUR – CANADA BRANCH (“COFACE”). If you use your CIP Account to submit applications for CI Products or otherwise manage your CI Products, any information you submit, including Company information or personal information, may be shared by EDC with its Co-Insurers.
14.2 Any personal information you provide to EDC through your CIP Account will be used to determine ongoing eligibility for EDC’s and/or its Co-Insurer’s support and to provide insurance coverage, which includes but is not limited to underwriting and managing your policy, processing claims and operating debt collection as further outlined, in EDC’s case, under EDC’s Financial Services Personal Information Bank.
14.3 If you request insurance for Canadian sales, any personal information related to your application and the administration of coverage will be shared with COFACE, the insurer for Canadian sales. While EDC acts as the single point of contact for both domestic and export credit policies, COFACE and EDC make independent transactional and customer due diligence decisions concerning the policies they each issue. EDC collects additional personal information about individuals associated with your Company through its Know Your Customer (“KYC”) due diligence (see EDC’s Regulatory and reputational risk program personal information bank), which may include but is not limited to your name, date of birth and country of residence if you are a sole proprietor or a member of a partnership, or the name, date of birth and country of residence of the ultimate beneficial owners, directors and principals if your company is an incorporated business (“KYC Information”). If your Company is already an EDC customer, EDC may already have KYC Information on file. If your Company is a new customer, we will collect this KYC Information as part of the onboarding process. KYC Information may be shared with COFACE upon their request. This may be done for identity verification purposes in the context of COFACE’s customer due diligence programs.
14.4 Before providing personal information to EDC, you are responsible for making the above-noted individuals aware that EDC may share their personal information with COFACE, or any of its other Co-Insurers, for the above purposes. To learn more about each Co-Insurer’s privacy and data protection practices, please consult the following information: COFACE Data Protection Statement.
Schedule B – API Terms of Use
These API Terms of Use are appended as schedule B to the MyEDC User Account Agreement and forms part of that agreement.
1. No warranty
1.1 EDC may from time-to-time make certain APIs available to you, or enable you to utilize third-party APIs, in connection with the EDC Online Offerings. We do not represent or warrant that the APIs will always be available to you, that they will function properly, or that they will perform in accordance with your requirements or expectations.
2. No Liability
2.1 EDC accepts no responsibility for any unauthorized access, disclosure or loss of data that occurs through your use of the APIs. It is your sole responsibility to ensure that your use of the APIs conforms to your data protection, privacy and confidentiality requirements, and all laws applicable to you.
3. Third-Party Agent Access
3.1 If you grant a third-party agent (your “Agent”) the right to your MyEDC Account, or any information contained in your MyEDC Account, through an API, you acknowledge that any actions or omissions of such third-party shall constitute your own actions and omissions, and you accept full responsibility for any loss, liability, damages, costs, expenses, fines that may ensue from such access. For certainty, any unauthorized loss, access to, or disclosure of your data or information resulting from your Agent’s access to your MyEDC Account, whether or not such access is through an API, is your sole responsibility.
3.2 You will ensure that your Agent is informed of the MyEDC User Account Terms (together with all attached Specific Terms) and the Referenced Terms, and that your Agent understands and complies therewith in the course of accessing your MyEDC Account. We recommend that you have an agreement with your Agent which governs their access to your MyEDC Account or any related information, and which requires their adherence to this Agreement.