TELUS Bill Analyzer Service - Terms and Conditions

TELUS grants to the Customer a revocable, non-exclusive, non-transferable, non-sub licensable, limited right to access license to the hosted and managed TELUS Bill Analyzer applications as customized, configured and as updated from time to time for use by the Customer, including all applicable subscription licenses. The Bill Analyzer applications provide bill presentment and consolidation, and reporting and analysis capabilities to Customer via a web-based user interface (the "Bill Analyzer Service").

The use of the Bill Analyzer Service is subject to the Privacy Commitment and the Acceptable Use Policy, as applicable, which may be consulted at www.telus.com/privacy and

http://business.telus.com/en/support/global/legal/acceptable-use-policy

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The Customer is responsible for use of the Service and for the activities of anyone who uses the Bill Analyzer Service. To prevent unauthorized use, the Customer must maintain the confidentiality of the login names, passwords and other identification methods (if any) that can be used to access the Bill Analyzer Service.

As a condition of accessing and using the Bill Analyzer Service, the Customer shall (i) provide all workstations, data services and network connectivity required for it to access and to use the Bill Analyzer Service with the Customer's devices and applications; (ii) comply with any and all security, registration, access and use requirements imposed by TELUS; notify TELUS promptly of any unauthorized use of which the Customer becomes aware; and (iii) provide primary technical support to the Customer's users.

The Customer can only use the Bill Analyzer Service for its internal use in accordance with these Terms of Use and in compliance with law and any applicable third party rights.

Customer is responsible to expressly authorize the use by any third party of the Bill Analyzer Service and inform TELUS of its authorization or withdrawal of authorization to such third party. Notwithstanding the foregoing, Customer remains responsible for use of the Bill Analyzer Services by any third party who directly or indirectly utilizes the Bill Analyzer Services provided by TELUS to the Customer, whether or not such use has been authorized by the Customer.

The Customer provides its consent to receiving communications from time to time related to the Bill Analyzer Service, including updates, modifications or enhancements to the Bill Analyzer Service or any other service announcement. The Customer agrees that these Terms of Use will apply to all such updates, modifications or enhancements, unless accompanied by a separate or updated terms of use.

From time to time and without prior notice to the Customer, TELUS may change, expand or improve the Bill Analyzer Service. TELUS may also, at any time, suspend or cease to continue operating part or all of the Bill Analyzer Service or selectively disable certain aspects of the Bill Analyzer Service or portions of the Bill Analyzer Service. Any modification, suspension, or elimination of the Bill Analyzer Service will be done in TELUS' sole and absolute discretion and without an ongoing obligation or liability to the Customer. The Customer's use of the Bill Analyzer Service does not entitle Customer to the continued provision or availability of the Bill Analyzer Service.

TELUS has the right, but not the obligation, to monitor or log Customer content or use of the Bill Analyzer Service. This allows us to enhance operating efficiencies and to guard against unlawful activity. If TELUS believes any Customer usage is in violation of these Terms of Use, including the Acceptable Use Policy, TELUS has the right to suspend, remove or block the Customer's access to the Bill Analyzer Service. TELUS shall give Customer notice of such suspension, removal or blocking as soon as reasonably practical (except in the case of an emergency).

TELUS reserves the right to terminate the Bill Analyzer Service at its sole discretion at any time with prior written communication.

The Customer consents to the collection, use and storage of the information by TELUS for one or more of the following purposes: (a) to provide the Customer the Bill Analyzer Service including support (if any); (b) to evaluate and to improve the Bill Analyzer Service; and (c) subject to applicable laws, to market and to promote TELUS products and services. TELUS may also combine the information with other information TELUS may already have about the Customer for the purposes specified in (a) to (c) above. This section serves as the Customer notice that accessing and using the Bill Analyzer Service will result in the collection, usage and storage of information by TELUS, and the Customer may not receive any subsequent reminders, or further notice.

As provided in the FOIPPA Section 33.1(1)(p), specifically Section 33.1(1)(p)(i)(A), which contemplates and allows for the disclosure of personal information outside Canada, if the disclosure is “necessary” for “installing, implementing, maintaining, repairing, trouble-shooting or upgrading an electronic system or equipment that includes an electronic system", TELUS may utilize support resources outside of Canada to access, maintain and support (the service) feature systems, applications and resources, and other purposes under the circumstances defined in the FOIPPA Section 33.1(1)(p). If and when this necessity occurs, access from outside Canada to the (the service) feature systems, applications and resources will be necessary for purposes defined in Section 33.1(1)(p), and will be restricted in terms of scope and duration to only what is necessary to provide specific tasks of an (the service) feature support or information recovery nature, on a temporary basis and for the minimum time necessary, and shall be performed on an exception basis only and not as part of standard (the service) feature support processes. Under the terms of FOIPPA Section 33.1(1)(p), the subscribing GPS Entity acknowledges that, when necessary, TELUS has authority to use support resources outside Canada, as described above, and permits TELUS to utilize remote support from outside Canada

TELUS will retain the Customer information for as long as is necessary to: (a) fulfill any of the purposes set out in this privacy section or the TELUS Privacy Commitment, if applicable, or (b) comply with law, regulatory requests and orders issued by a court of competent jurisdiction.

All Technology (as defined below) associated with the Bill Analyzer Service will be installed, accessed and maintained solely for use in connection with the Bill Analyzer Service, and no separate license is granted thereto. The Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Bill Analyzer Service or any software, SIM Cards, data and documentation related to the Bill Analyzer Service (collectively, the "Technology"); (ii) modify, translate, or create derivative works based on the Bill Analyzer Service or the Technology; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Bill Analyzer Service or the Technology; (iv) use the Bill Analyzer Service or the Technology for time-sharing or service bureau purposes or otherwise for the benefit of a third party, except for authorized Customer users; or (v) remove any proprietary notices or labels with respect to the Bill Analyzer Service or the Technology. The Customer will not access or use the Bill Analyzer Service or the Technology to (A) build a competitive product or service; (B) build a product or service using similar ideas, features, functions or graphics of the Bill Analyzer Service, or (C) copy any ideas, features, functions or graphics of the Bill Analyzer Service. All rights not expressly conferred to the Customer hereunder are reserved for and retained by TELUS and/or its suppliers, as the case may be. For clarity, no express or implied license to any TELUS or its supplier's patents or other intellectual property rights is conferred to the Customer or any Customer user in connection with the use of the Bill Analyzer Service and related software application.

The Customer acknowledges that: (a) the Bill Analyzer Service and any related material; (b) the source and object code of the Bill Analyzer Service's software; (c) the format, directories, queries, algorithms, structure and organization of the Bill Analyzer Service; and (d) any and all copyrights, patents, trade-marks, trade secrets, publicity rights and other intellectual property rights associated with items (a) through (c) above (collectively, the "Intellectual Property"), are the sole property of TELUS and its affiliates, partners, suppliers and licensors. Except as expressly provided herein, the Customer does not possess, and TELUS does not grant to the Customer, any express or implied rights (whether by implication, estoppel or other legal theory) in or to any Intellectual Property, and all such rights are retained by TELUS or its affiliates or licensors, or to any third party owner of such rights.

TELUS and TELUS logos are trademarks of TELUS Corporation, used under license. All other trademarks, brands, product names that are included in the Bill Analyzer Service are the property of their respective owners.

The Customer acknowledges that the Bill Analyzer Service is provided by a third party provider. The Bill Analyzer Service is not guaranteed or warranted as secured, uninterrupted or error free, and it may be temporarily unavailable for maintenance or causes beyond TELUS control. To the fullest extent permitted by law, representations, warranties, and conditions (implied or statutory) do not apply to the Bill Analyzer Service.

To the fullest extent permitted by law, TELUS and its affiliates, partners, suppliers and licensors will not be liable to the Customer or to any other person for any damages or expenses (including loss of profits, loss of earnings, loss of business opportunities, loss of data, economic loss or other similar loss, or punitive damages) arising out of or in connection with the use or failure of the Bill Analyzer Service, whether caused by negligence or otherwise, and whether claimed in contract, tort or otherwise. In no event shall the aggregate, total liability of TELUS and its Affiliates for any damages, losses and causes of action (whether claimed in contract, tort or otherwise) arising out of or in connection with the provision, use or failure of the Services, or any Customer Device or other devices used with the Services, including damages for physical injury, death or damage to property, exceed an amount equal to $100 CAD.

If any person makes a claim against TELUS in connection with the use of the Bill Analyzer Service, the Customer will indemnify TELUS and its affiliates against any loss or expense that TELUS may incur, including any judgment made against it.

Except as provided in this Section, nothing contained in these Terms of Use is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person. Notwithstanding the foregoing, the Customer agrees that the third party from whom the Customer uses the Bill Analyzer Service is a third party beneficiary to these Terms of Use, and that, upon the Customer acceptance of the terms and conditions of these Terms of Use, such third party will have the right to enforce these Terms of Use against the Customer its capacity as a third party beneficiary to these Terms of Use.