True Business Solutions Inc,

End User License Agreement



AND THE TERMS AND CONDITIONS OF THIS LICENSE. By logging into TrueContact and using this software, you enter into the terms of this binding contract between you and True Business Solutions Inc.

True Business Solutions herein know as “TBSI”

Definitions and Interpretations

 “Additional Services”   means the services as are agreed by the parties

 “Agreement” means this agreement and includes the Schedules and documents referred to in this agreement.

 “Authorized Users” an employee of the Client or of the Client’s Group who has been nominated by Client as an Authorized user and who has been registered with TBSI as such in accordance with this Agreement and any procedures agreed by the parties in writing from time to time;

 “Business Day” means any day between the hours of 0800 and 2000 Eastern Standard Time except a Saturday or a Sunday or Canadian statutory holidays;

 “Commencement Date” means the first day of that month from which the client’s data is transferred from the MorWEB system.

 “Communicate/Communications” means any contact with Client by letter, phone, fax, text, e-mail, video, picture or WAP messaging and/or by any method of communication that becomes available from time to time under the terms of the Agreement by “Data” means any data of the Client, any Authorized User, or any Third Party Provider that is disclosed, processed or accessible through TBSI

 “Fees” means the fees and charges, if any, payable by the Client for the Services.

 “Group” means the group of companies of which the party referred to forms part, comprising that party and all other companies from time to time being subsidiaries of that party, subsidiaries of that party’s holding company, or subsidiaries of such subsidiaries; “subsidiary” and “holding” bearing the meanings ascribed to them in the Business Corporations Act (Ontario);

 “Intellectual Policy Rights” means all intellectual property and related rights of any nature whatsoever throughout the world for the full duration of the same including, without limitation: (i) all patents, registered or unregistered designs or unregistered trade marks, service marks, copyrights, moral rights, designs, utility models, design rights and any and all applications for registration of any of the same wheresoever made; (ii) computer software and database rights of any nature, semi-conductor topographies and know-how; and (iii) any right or interest in any of the foregoing together with any applications and or any similar or equivalent rights arising or subsisting throughout the world;

"Laws and Regulations" in relation to Client or Client’s Authorized Users means all laws or regulations that are applicable to Client or Client’s Authorized Users, including, without limitation, the rules of any regulatory body or any other regulations, requirements, stipulations or conditions made by any professional or regulatory organization or association of which Client or Client’s Authorized Users may from time to time be a member or to which Client or Client’s Authorized Users may be subject;

"License" Under this End User License Agreement (the “Agreement”), True Business Solutions Inc. (the “Vendor”) grants the user (the “Licensee”) a non-exclusive and non-transferable license (the “License”) to use the TrueContact (the “Software”)

 “Software” includes the executable computer program and any related printed, electronic and online documentation and any other files that may accompany the product.

Title, copyright, intellectual property rights and distribution rights of the software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for the use only and is not in any way a transfer of the ownership rights to the Software

The rights and obligations of this Agreement are personal rights and granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available Agreements.

TrueContact means the subscription service known as TRUE CONTACT including the Web Hosting Services, provided to Client by TBSI under this Agreement, comprising PC and internet based software applications, on-line services, financial services information and links to services provided by Third Party Providers as updated and varied from time to time by TBSI including Additional Services where provided by TBSI, either directly or with permission of Third Party Providers;

“Password” refers to the “TRUECONTACT” applications username and password allocated to the Client and as applicable to Authorized Users in accordance TBSI prescribed procedures;

“PIPEDA” means the Personal Information Protection and Electronic Documents Act;

“Services” means TRUECONTACT, the Web Hosting Services, the Support Services and the Additional Services;

“Support Services” means the services set out in the section called “Support”

 “Tariff” means TBSI’s standard schedule of charges as amended from time to time with notice;

“Third Party Provider” means a company that provides information or data to TBSI to be hosted on TBSI servers, including, but not limited to mortgage providers, service providers and credit referencing providers.

“Third Party Software” means the software or services owned by third parties which is supplied within or outside TBSI;

“Unacceptable Content” means any material of any nature which is unlawful, defamatory, indecent, obscene or of a menacing character or of a harassing nature, or causing distress or inconvenience, financial or otherwise, to any person, or which contains any criticism of any of TBSI’s Group or which if published would constitute a contempt of court, promotes violence or illegal activities or promotes discrimination based on race, sex, religion, national origin, physical disability or age; or contains any viruses, worms, Trojan horses or other contaminants or disabling devices that may modify, delete, disable or damage any data, files, software or systems;

License Fees and Charges

The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement.

Term and Termination This agreement shall commence on the Commencement Date and shall thereafter continue for an initial period of one year from the Commencement Date and shall continue thereafter until or unless terminated by either party on one months notice in writing to the other expiring no earlier than one year from the Commencement Date. For clarity this Agreement shall not become effective upon the date a Password is issued by TBSI if that date is earlier than the Commencement Date. 

TBSI may terminate this Agreement on giving the Client written notice if TBSI reasonably believes that Client or any of Client’s Authorized Users are not using TRUECONTACT in accordance with the terms of this Agreement or if any Laws or Regulations require such termination.

Use of TrueContact

Client may not use TRUE CONTACT: 

- to transmit, access or download Unacceptable Content; or

- in breach of any Intellectual Property Rights; or

- for commercial time sharing, rental or service bureau use, advertising or spammings

TRUECONTACT is to be used only by Client and any of Client’s Authorized Users.

Client agrees to promptly inform TBSI of any change of address or telephone number supplied on registration or any other details TBSI may reasonably require from Client.

TBSI will allocate a Password to each individual Authorized User.  Client agrees not to disclose an Authorized User’s Password to anyone other than the relevant Authorized User and to procure that the Authorized User does not disclose his Password to any other person. If it becomes known, Client will inform TBSI’s helpdesk immediately. TBSI’s helpdesk may require, and the Client shall promptly cause, Authorized Users to change their passwords where it considers necessary.

Client will ensure each Authorized User uses MorWEB strictly in accordance with these terms and conditions and any instructions issued by MSC from time to time.

Client may not use TRUE CONTACT to transmit, access or download services or content which make unreasonable use of Internet bandwidth.

Client shall only permit access to TRUECONTACT by Authorized Users and shall maintain confidentiality of all login names, passwords and other confidential information (if any) relating to access to TRUE CONTACT.

Client shall prevent  the downloading or reproduction of material from TRUE CONTACT for redistribution or use by a third party who is not Authorized so to do pursuant to this Agreement.

The Client shall be responsible for ensuring that only those of its employees who have a need to know become Authorized Users. If any Authorized User is no longer required by the Client to use of TRUE CONTACT,  or if any Authorized Users ceases to be employed by the Client then  the Client will inform TBSI of same and shall remove such Authorized Users authorization to use the Service through TRUE CONTACT in accordance with procedures notified by TBSI.  If Client wishes to add on one or more additional Authorized Users, Client will need to notify TBSI to amend TBSI’s records accordingly, and these terms and conditions will apply to any such new Authorized Users.

Client agrees to defend and indemnify and to hold TBSI fully indemnified from and against all losses, costs, actions, claims, expenses or liabilities whatsoever suffered or incurred directly by TBSI or any company in TBSI’s Group in consequence of Client’s or Client’s Authorized Users breach or non-observance of this Agreement including in respect of any claim brought by a third party.

Client will use its best endeavours to ensure that all mortgage applications to providers who are Third Party Providers shall be processed through TRUE CONTACT

The Client acknowledges that it is responsible for installing and maintaining the third party software and equipment required to enable the Client and any Authorized Users to use the Services. TBSI’s recommends the specification set out. 

TrueContact Availability       TBSI may (at TBSI’s discretion) refuse to accept the registration of any Authorized User, including without limitation if Client or the Authorized User is in breach of this Agreement or has a credit referencing search result showing a warning.

TBSI may (at TBSI’s discretion) suspend Client’s or any Authorized Users right of access to TRUECONTACT, including without limitation if Client (either itself or by Client’s Authorized User) are in breach of this Agreement.

In the event of any problems with access to TRUECONTACT, Client through Client’s nominated representative shall refer to TBSI’s helpdesk which will provide the Support Services through the contact point notified by TBSI. Client will ensure that such enquiries are restricted to critical problems with TRUE CONTACT.

TBSI may make changes to TRUE CONTACT from time to time at TBSI’s discretion.  For the avoidance of doubt, any such changes may include removing functionality, adding new functions as well as corrections and modifications. For the avoidance of doubt, some new functions may be Additional Services.

Client acknowledges that the Internet, World Wide Web, FTP, Usenet, E-mail and services provided via any of the aforementioned are inherently uncontrollable by TBSI and that TBSI shall not be responsible or liable for any errors, omissions, delays, inability to use any Services or if any Unacceptable Content is introduced by such Services.

These terms and conditions shall apply to any subsequent copies of TRUE CONTACT licensed to Client.

Intellectual Property Rights Client acknowledges that any and all domain names and other Intellectual Property Rights subsisting in or used in connection with TRUE CONTACT (including all of TBSI’s software or other applications used by TBSI to provide TRUE CONTACT or any of the Services and any changes made to such software during the course of this Agreement) are and shall remain the property of TBSI  and/or the relevant Third Party Providers, and that the Client shall have no rights in the Intellectual Property Rights except as expressly set out therein, and that the Client shall not during or after expiry or termination of this Agreement in any way question or dispute the ownership thereof by TBSI or such Third Party Provider.

Client shall not during or after the expiry or termination of this Agreement, without the prior written consent of TBSI, use or adopt any domain name, trade mark, trade name, trading style or commercial designation that includes or is similar to or may be mistaken for the whole or any part of any domain name trade mark, trade name, trading style or commercial designation used by TBSI.

Client shall not reformat, adapt, vary or modify TRUE CONTACT or otherwise do or permit any Authorized User or other third party to do any such act so as to affect TBSI’s Intellectual Property Rights in or to TRUE CONTACT.

Client shall defend and indemnify TBSI fully against all loss, or damage suffered as a result of a breach by Client or Client’s Authorized Users.

Support TBSI shall use its reasonable endeavours to provide the Support Services throughout each Business Day.

Confidentiality  Each party (including any and all Authorized Users) (the "Restricted Party") shall, and shall ensure that every other member of its Group shall, keep confidential and shall not use for its own purposes, nor disclose, any information of a confidential nature about the other party or its business (including customer information, trade secrets and information of commercial value) which becomes known to the Restricted Party in the course of this Agreement unless such information is already in the public domain otherwise than by reason of a breach by the Restricted Party of its obligations under this Clause.  Disclosure is, however, permitted to the extent that the disclosure is:

-      required by law;

-      requested by the Restricted Party’s professional advisers or a regulatory body to whose jurisdiction or rules the Restricted Party or another member of the Restricted Party’s group is subject;

-      to the Restricted Party’s employees, agents or professional advisers where it is reasonably necessary or desirable to enable the Restricted Party to comply with this Agreement and before the disclosure takes place the Restricted Party makes such employees, agents or professional advisers aware of its obligations of confidentiality under this Agreement and at all times procures compliance by such employees and agents therewith; or

-      made with the prior written consent of the other party.

Compliance     Client acknowledges that advice, recommendations and actions resulting from the use of TRUE CONTACT or any Data by Client and Authorized Users are the responsibility of Client. TBSI are not making or giving any representations guarantees or warranties except as set out below.  Client further acknowledges Client and Client’s Authorized Users, and not TBSI, are responsible for compliance with all Laws or Regulations concerning Client’s business or the business of any Authorized Users irrespective of the use of or access to TRUE CONTACT.

Compliance with PIPEDA Each party in the performance of its obligations and the exercise of its rights hereunder shall comply with and shall ensure that its employees, agents, consultants and contractors comply with: (a) PIPEDA as if it were a federal work, undertaking, or business within the meaning of PIPEDA; and (b) any and all applicable federal and provincial privacy, information security and confidentiality legislation and regulatory requirements.

The Client represents and warrants that the transfer of any personal information to TBSI and the use or disclosure of personal information by TBSI in accordance with this Agreement and any instructions of the Client does not violate PIPEDA.

The Client agrees to defend and indemnify TBSI against any losses, claims, damages and expenses (including costs) which TBSI may incur as a result of any breach save to the extent caused by the failure of TBSI to comply with its obligations under this Agreement .

Warranty TBSI does not warrant that TRUE CONTACT will be continuously available 24x7x365 but TBSI will use its reasonable endeavours to keep downtime to a minimum.

TBSI warrants that it owns or has all necessary rights, licences and permissions to grant the licence and to provide the Services in accordance with this Agreement. The Client warrants that it owns or has all necessary rights, licences and permissions (including regulatory licences or authorizations) to enter into this Agreement and to offer and provide mortgage broking services.

Any Third Party Software supplied to Client and/or any services provided by any Third Party Provider accessed through TRUE CONTACT are subject to the terms and conditions of the relevant Third Party. TBSI shall have no responsibility or liability for such software or services.

TRUE CONTACT content, software and services, including information, names, images, pictures, logos and icons regarding or relating to TBSI, TBSI’s Group and/or certain third parties, are provided ‘As Is’ and on an ‘As Available’ basis without any representations of any kind or warranty made (whether express or implied by law), including implied warranties of satisfactory quality, fitness for a particular purpose, merchantability, non infringement, compatibility, security and accuracy.

Where there are any Third Party Software or services or hypertext links to other websites, extranets, portals the same does not constitute an endorsement of the same and Client and Client’s Authorized Users use the same at Client’s own risk and TBSI and TBSI’s Group accepts and bears no responsibility for the same.  Furthermore, TBSI have not attempted to verify the truth, accuracy or completeness of any Data, illustrations, commissions or information provided to TBSI by the Client, any Authorized User or any Third Party Providers and TBSI accept no responsibility or liability for the truth, accuracy or completeness of the same.  Client should check, as good practice, with a Third Party Provider before Client or Client’s Authorized User applies for a particular product.

Each party’s undertakings set out in this Agreement shall be the full extent of its obligations to the other party concerning its performance or non-performance under this Agreement.  Accordingly, except as aforesaid, all warranties, conditions or representations, expressed, implied, statutory or otherwise and whether arising under this Agreement or under any prior agreement or in oral or written statements made by or on behalf of either party or its representatives are hereby excluded, insofar as the same are capable of exclusion by law.

Liability and Indemnity Nothing in this Agreement shall be deemed or construed so as to limit, restrict or exclude the liability of either TBSI or Client for death or personal injury caused by the negligence of that party or for any loss, damage or other liability arising out of either party’s fraudulent or criminal acts, statements or omissions.

TBSI shall not be liable for any loss, damages, costs, claims, or expenses whatsoever arising from willful or negligent act or omission of any person not being an employee, subcontractor or agent of TBSI. This clause shall not impose any liability upon TBSI.

Subject to and to the extent permitted by law, TBSI shall not be liable in contract or tort or otherwise for:

-      any purely economic loss;

-      loss of profit;

-      turnover;

-      sales;

-      revenue;

-      indirect loss;

-      special losses; or

-      consequential losses

whatsoever incurred by Client or any third party..  In the event that TBSI incur any liability arising from the Clients use of TRUECONTACT or any services provided by TBSI pursuant to this Agreement whatsoever from a third party with respect to such losses, Client agrees fully and effectually to defend and indemnify TBSI for all such costs, claims, damages and expense.

Subject to the extent permitted by law, the entire liability of TBSI to Client and all Authorized Users arising out of or in connection with this Agreement howsoever occurring (including, for the avoidance of doubt, any liability with respect to any indemnities given in this Agreement by TBSI, and any liabilities arising from any claims by or on behalf of Client for breach of tort (including but not limited to claims for misrepresentation and negligence), Client shall defend and indemnify TBSI against all costs claims, demands, expenses, liabilities or losses or damage suffered (including damage or loss suffered from any Unacceptable Content) of whatever nature arising out of or in connection with the misuse or loss by Client or its employees, agents, Authorized Users and subcontractors of the Passwords, or abuse or misuse of TRUE CONTACT.

TBSI are not liable in contract, tort (including liability for negligence) or otherwise for the acts or omissions of providers of telecommunications services or for faults in or failure of their apparatus.

Force Majeure Neither party shall be liable to the other in respect of anything which apart from this provision, may constitute breach of this Agreement arising by reason of  force majeure, namely circumstances beyond the control of either party which shall include(but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo,  riot, civil commotion or civil authority, including acts of local government and parliamentary authority.

 Waiver  Failure or neglect by TBSI to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of TBSI’s rights hereunder nor in any way affect the validity of the whole or any part of this agreement nor prejudice TBSI’s rights to take subsequent action.

 Headings  The headings of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement


In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent

Third Party Rights This Agreement does not create any rights enforceable by a person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this Agreement.


TBSI shall use its reasonable endeavours to:

·   provide and maintain a Help Desk accessed via toll-free lines;

·   ensure availability of TBSI 8 hours per day, 5 days a week;

·   ensure that 90% of all calls made to the Help Desk during any Business Day are answered live;

·   ensure any unanswered calls received during any Business Day are returned within 30 minutes of a message being left;

·   respond to non-critical MSC system related problems received during any Business Day within two hours.  “Non-critical” is defined as the Client being able to submit or receive data electronically;

·   develop a formalized beginner and advanced training program for the Client and provide online training where necessary;

·   provide a dedicated account executive responsible for actively managing the Client’s account;

·   release any fixes within one month of the discovery of the relevant MSC system problem(s);

·   provide data hosting for the Client on financial-institution level servers with industry accepted levels of security and back-up; 

System Requirements

On a PC:

Microsoft 2000, XP Professional;

Microsoft Internet Explorer version 6.0 or higher;

High-speed Internet access;

It is recommended that your screen resolution be set to 1024 x 768 pixels. Minimum resolution 800 x 600 pixels.

®True Business Solutions Inc. 2006 Policy Statement Terms Contact Us