RBC Business Voice

TERMS AND CONDITIONS

1. Reading, Agreeing and Keeping a Copy. These terms are legally binding

These terms and conditions (Terms) govern your membership in the RBC Business Voice, including any Initiatives you participate in as a member of RBC Business Voice.

Read and check the box to agree. You must read and agree to these Terms, which are legally binding contract between you and us, before you become a member of the RBC Business Voice and participate in Initiatives.

By checking the box on-screen and clicking "next", you are confirming (i) that you are the age of majority in the place where you live and (ii) that you have read and agree to these Terms.

If you do not agree, please do not check the box on-screen or close your browser. You may not become a member of the RBC Business Voice nor participate in any initiatives.

Keep a copy of the Terms. You can print or save these Terms now using the print/save function in the document browser. We will email you a link to these Terms at the email address you provided when signing up for the Services.

No changes to other agreements. Unless expressly provided otherwise herein, these Terms do not replace any other agreement you may have with us (now or in the future), including any consent or preference regarding the collection, use and disclosure of your personal information. All of the terms of your other agreements with us continue to apply.

Please see the definitions section at the end of these Terms for any capitalized terms not otherwise defined. These terms take effect on the date that you check the box on-screen and click “Next” on- screen.

2. RBC Business Voice. What is the RBC Business Voice and how does it work?

Under these Terms, the term “Features” refers to the features, functionality, content, and information provided by us, and unless otherwise provided, by our Third-Party Service Providers, via the RBC Business Voice and any Initiatives.

The RBC Business Voice is an opportunity for RBC clients, such as you, to participate in initiatives related to new and existing business banking products and services, and to provide Feedback and or test those Features (Initiatives).

Membership in the RBC Business Voice is available by invitation only. If you become a member of the RBC Business Voice, we may contact you from time to time to participate in Initiatives for which you are eligible. Initiatives will consist of online, telephone and in-person surveys, interviews, a website, and you may be asked to evaluate test applications.

We will tell you the details of each Initiative, including format, duration, eligibility requirements and any financial incentive when we confirm your eligibility for an Initiative. We may provide a financial incentive for your participation in Initiatives, provided that you complete the Initiative and follow the instructions we provide to you for the Initiative.

Your participation in Initiatives is done on a voluntary basis. If you choose to participate in Initiatives:

We may provide you with additional terms, conditions or instructions applicable to an Initiative. Any additional terms, conditions or instructions will automatically become part of these Terms.
You will provide us with your Feedback during and /or at the end of an Initiative, including through an email survey, an online community via a website (where you will log in daily to share your experiences and opinions of Features and Initiatives), telephone or in-person discussions which may be recorded. If you do not want to be recorded during the telephone or in-person discussions, you must let the interviewer know. You agree that any Feedback you provide will become our property.

During an Initiative, Features may not be accessible at all times, they may change, and they may not always be available.

3. Costs, Fees and Related Charges. What do I have to pay?

There are no fees to access the RBC Business Voice, Initiatives or Features. You are responsible for all costs, fees, data plans and related charges associated with your use of Device(s) in connection with the RBC Business Voice and any Initiatives, and they are not reimbursable by us.

4. Communication. How will we contact each other?

You can contact us at BusinessVoice@RBC.com. This email is the primary method of communication used to connect with RBC Business Voice members. The email address you provide will be used for all electronic correspondence, including notifications. We might also contact you from time to time via text messages on the mobile phone number you provided to us. It is your responsibility to keep your email address and/or mobile phone number up to date. You understand that if you do not keep your email address current, we may not be able to contact you.

You understand and agree that electronic communication between you and us, including our Third Party Service Provider(s), about the RBC Business Voice and Initiatives is an integral component of your participation in the RBC Business Voice and Initiatives. You request us, including our Third Party Service Provider(s) on our behalf, to send such messages to the email address and/or the mobile phone number you have previously provided to us. Your email address and/or mobile phone number will not be used for promotional purposes and will not be retained or used by us, including our Third Party Service Provider(s), for other purposes. Opting out of receiving such communications will effectively cancel your membership in the RBC Business Voice and any Initiatives you may be participating in.

5. Notice, Changes and Termination How will we tell you about any changes and how can you or we end these Terms?

Participation in Initiatives – We reserve the right to restrict the number of members in the RBC Business Voice or participants in an Initiative and/or remove you from the RBC Business Voice or an Initiative at any time for any reason, including your failure to participate in a minimum number of Initiatives as determined by us.

Notice – Any notice may be given to you pursuant to the “Communication” section of these Terms.

Changes – We can change (add, remove or alter) any part of the RBC Business Voice, Initiatives or Features, without giving you notice. Following any change, these Terms will continue to apply to all parts of the RBC Business Voice, Initiatives or Features, as applicable. Subject to legal and regulatory requirements, we can also change these Terms by giving you notice of the changes, before or after the changes take effect. If you remain a member of the RBC Business Voice or choose to participate in Initiatives after a change to these Terms, or after we have notified you of a change, you are deemed to have reviewed and accepted the new version of these Terms.

Termination by us – Without prior notice and for any reason, we can (i) suspend or terminate your participating in any Initiative and/or membership in the RBC Business Voice, and access to the Features, and (ii) terminate part or all of these Terms. We will not be responsible for any loss or inconvenience that may result in such suspension or termination.

Termination by you – To terminate your membership in the RBC Business Voice or participation in an Initiative and these Terms, you can contact us at the contact information provided in the “Communication” section of these Terms.

Post-Initiative – After an Initiative has ended or if you are removed from or opted out of the Initiative, you must, if applicable, remove the Test App from your Pilot Phone and destroy or return any documentation for the Initiative then in your possession. If requested, you will confirm whether the above steps have been completed.

6. Instructions You are responsible for decisions made when you are signed in.

You may be required to provide Sign-In Credentials to access some Features or Initiatives. You authorize us to accept and you agree to be responsible for any instruction given by you or purported to be given by you using your Sign-In Credentials. Any instruction will have the same legal effect as if it was a written instruction and signed by you.

7. Security. The security of your information depends a lot on you.

You are responsible for keeping your Sign-In Credentials confidential, and you must not disclose them to anyone. We will not be responsible for any losses that may result if you share or lose your Sign-In Credentials. When participating in an Initiative or accessing any Features, you agree that you will take all steps necessary to ensure that you do not reveal any confidential information to anyone other than us. This includes making sure that other people cannot see your Device screen.

You must also:

If applicable, sign out after each session to prevent anyone else from accessing Initiatives, the any Features.
Not leave your Device unattended while signed in to any website and you must use reasonable steps and precautions to protect your Device against loss or theft;
Use reasonable security measures which include up-to-date virus scanning software and a firewall system, if such security measures are available for your Device; and
Comply with any additional security requirements that we may require in connection with Initiatives and the Features.

8. Confidentiality. Initiatives are not public information.

All information regarding Initiatives, or Features, including all related documentation and test/survey information and results and your Feedback (Confidential Information) is proprietary and confidential. You must maintain the confidentiality of the Confidential Information and you must not discuss Initiatives or disclose the Confidential Information to anyone at any time, and in no circumstances before the Features are made available to the public.

9. Privacy This is how we'll use information that you give us.

You authorize us to collect, use and disclose any information, including personal and financial information, required to operate the RBC Business Voice, or any information you provide to us while accessing a Feature or participating in an Initiative (Information), for any purpose in connection with or relating to the RBC Business Voice or any Initiative, including assessing and reporting Initiative results after an Initiative is completed. You understand that this includes but is not limited to sharing the Information with any Third-Party Service Provider or Third Party for the purpose of providing or assisting us in providing a Feature or facilitating an Initiative and preparing the statistical, profiling, performance or operational reports described in Section 12 below.

You also agree to the publication, reproduction and/or other use of your name, address, voice, statements about the RBC Business Voice and Initiatives and/or photograph or other likeness without further notice or compensation, in any publicity or advertisement carried out by us or on our behalf in any manner whatsoever, including print, broadcast or the internet, including social media. If we intend to do so, you may be required to sign additional documentation for this purpose.

10. Third Parties and Third-party Service Providers. Other entities help us provide the Features or offer Third Party Services.

We may use Third Parties and Third Party Service Providers to provide or to assist us in providing the Features or Third Party Services, and other than our subsidiaries and affiliates, we do not sponsor or endorse any Third Party we are not affiliated or associated with any Third Party Service Provider or Third Party.

You understand and agree that (i) your use of any Third Party Services is at your sole risk and may be subject to the terms and privacy policy of the Third Party and (ii) Third Party Services are provided “as is” and “as available”, and that we and the Third Parties expressly disclaim all warranties (express and implied) in connection with any Third Party Services and all information, products and other content included in or accessible from any Third Party Service, including, without limitation, any warranties regarding accuracy, completeness, merchantability or fitness for a particular purpose.

Third Party Service Providers retain all ownership rights, including all intellectual property rights, in their trademarks and logos that appear on any website and in the Features or in connection with the RBC Business Voice and Initiatives. Nothing in these Terms, any website or the Features should be interpreted as conferring any right for you to use any Third Party Service Provider trademarks or logos.

You agree that we, Third Parties and Third Party Service Providers may use information and content you provide through any website and the Features to create use and distribute statistical, profiling, performance or operational reports about a website and the Features. These reports may be shared with third parties, in which case, the information in the reports will not be attributable to you.

11. Compliance & Prohibitions. Appropriate use of Features.

Your participation in the RBC Business Voice and Initiatives, and access to the Features must comply with these Terms and all applicable laws.

You will not discuss any Initiative or Features with or disclose Confidential Information (as defined in Section 8 above) to anyone.

When accessing the Features, you will not:

Provide untrue, inaccurate or incomplete information;
Access Features for any illegal, fraudulent, malicious or defamatory activity or purpose;
Use any robot, spider or other indexing device when using a website or accessing the Features;
Use any part of the Features to provide internet, service bureau, outsourcing or third- party services or redistribute all or any part of the Features;
Take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Features (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person); or
Reverse engineer or reverse compile the source code for any of the Features, or service technology.

12. No Representations or Warranties.You get what you get, and you don’t get upset.

We are providing you with the RBC Business Voice, Initiatives and Features on an “as is” and “as available” basis and do not make any representations or provide any warranties concerning them. Without limiting the foregoing, we expressly disclaim all warranties, with respect to the RBC Business Voice, Initiatives and Features. You are solely responsible for taking appropriate precautions relating to the use and safety of your Device and we are not responsible for any damage caused to you or your Device as a result of your access to the Features. We are not responsible for any breach of contract between you and any third party.

13. Liabilities and Indemnities. Read this carefully- it limits your right to sue us.

You are solely responsible for all information or content that you give us through the RBC Business Voice, Initiatives, Features and Third Party Services.

We will not be responsible for any loss, harm, injury, damage, delay or inconvenience suffered or incurred by you with respect to: (i) these Terms, the RBC Business Voice, Initiatives, the Features, or Third Party Services, or (ii) any instruction given to, by or purported to be given by you, using Sign-In Credentials, in connection with the RBC Business Voice, Initiatives, Features or Third Party Services.

In no event, even if we are negligent, will we be liable for any losses or damages caused by or in any way related to the RBC Business Voice, Initiatives, Features and Third Party Services. Such losses or damages include without limitation (i) direct, incidental, indirect, consequential, special, aggravated, punitive or exemplary damages, (ii) loss of data, profits, information, opportunity, revenues and goodwill, and (iii) any other business interruption, commercial or economic losses. Such limitation of liability applies regardless of the cause of action, even if we have been advised of the possibility of such damages.

In addition, in no event, even if we are negligent, will we be liable for any loss or damage suffered by you that is caused by:

The actions of, or any failure to act by a Third Party or Third-Party Service Provider (and no such Third Party will be considered to be acting as our agent);
Mistakes, errors, omissions, inaccuracies or other inadequacies of, or contained in the RBC Business Voice, Initiatives, Features or Third Party Services or any data given by you to us or any Third Party or Third Party Service Provider, including your failure to update;
Any delay, error, interruption or failure by us or any Third Party or Third Party Service Provider to perform or fulfill any of our obligations to you due to any cause beyond our control, any system malfunctions or any technical failures;
Unsecured communication being inaccurate, intercepted, reviewed or altered by others, or not received by you.
Your access to the RBC Business Voice, Initiatives, Features or Third Party Services, including, without limitation, any delay or inability to access the RBC Business Voice, Initiatives, Features or Third Party Services;
Your failure to receive or view any communication that has been presented to you, and we will not be responsible for any delay, damage or inconvenience that such failure may cause; or
Your failure to fulfill any of your obligations under these Terms, including those in the “Security” section of these Terms, or to comply with any instructions we may provide to you from time to time in connection with the RBC Business Voice, Initiatives or Features.
Any breach of contract between you and any third party.

Except with respect to claims, costs and liabilities arising because of our negligence, you will release and indemnify us and any other person for any claim, cost and liability incurred as a result of (i) your access to the RBC Business Voice, Initiatives, Features and Third Party Services, or (ii) your breach of these Terms.

14. RBC Ownership. Features belong to us.

We, and if applicable our Third Party Service Providers, retain at all times all ownership rights, including without limitation, copyright, in the RBC Business Voice, Initiatives and Features. You agree not to copy, reproduce, transfer copies or reverse engineer Features and not to disclose or distribute any Features to third parties. We have no obligation to provide any training, maintenance, or other assistance for the RBC Business Voice, Initiatives or Features. Unless otherwise provided: (i) we, and if applicable our Third Party Service Providers, are the owner of all intellectual property rights subsisting on each screen made available through any Initiative or the Features; and (ii) trademarks and logos, and all works, including texts, images, illustrations, software, HTML codes, audio clips and videos appearing on the Features are our property, or if applicable those of our Third Party Service Providers, and without our or their (as the case may be) express written permission, may not be reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part, in any form whatsoever, except for personal and non-commercial use in accordance with these Terms and as we or they may further instruct you. Nothing in these terms or in the RBC Business Voice, Initiatives or Features is to be interpreted as conferring a right to use our works, trademarks or logos, or if applicable those of our Third Party Service Providers, in any other way.

You acknowledge and agree that RBC is not under an obligation to continue to provide any Features during or beyond the term of any Initiative.

15. On-Screen Terms. Terms shown on-screen form part of these Terms.

There may be terms, conditions, instructions or disclaimers related to the RBC Business Voice, Initiatives, Features or Third Party Services displayed in communications from us or our Third Party Service Providers. You must access those terms, conditions, instructions or disclaimers and by using or accessing the RBC Business Voice, Initiatives, a Feature Third Party Service you agree that the terms, conditions, instructions or disclaimers apply to your use of or access to the RBC Business Voice, Initiatives, applicable Features or Third Party Services in addition to the terms and conditions of any other applicable agreements.

16. No Agency or Employment. You do not work for us.

The relationship between you and us is that of independent contractors. You are not in any sense a partner, joint venturer, agent or employee of RBC, including for tax or any other purposes whatsoever.

17. Records. Electronic records= paper records.

Our records, including electronic records, including those of any Third Party Service Providers (whether used by them or us), regarding the RBC Business Voice, Initiatives and Features, including the retrieval, consolidation, organization and presentment or information, are final and conclusive. These records will be admissible in any legal, administrative or other proceedings. Furthermore, electronic data and records will be admissible as conclusive evidence of the contents of those records in the same manner as original paper documents. You waive any right to object to the introduction of any such electronic data or records into evidence.

18. Electronic Agreemnt. Clicking= signing with a pen on paper.

These Terms and any related terms, conditions, instructions, disclaimers or documents may be accepted in electronic form and your acceptance is binding between you and us. Neither you nor we will contest the validity or enforceability of these Terms and any related documents because they were accepted or signed in electronic form.

19. Severability. Contract law stuff.

If any provision of these Terms is found to be invalid or unenforceable, this will not affect the validity or enforceability of the other provisions of these Terms. Our failure to enforce strict performance of any provisions of these Terms does not mean we have waived any provision or right. Neither the course of conduct between you and us, nor trade practice modifies any provision of these Terms. We may assign or transfer these Terms on notice to you. You may not assign or transfer these Terms or any of its obligations or rights hereunder to any other person.

20. Language. We will talk to each other in English.

You and we have expressly requested that these Terms and all related documents, including notices, be drawn up in the English language. Vous et nous avons expressément demandé que cette entente et tout document y afférent, y compris tout avis, soient rédigés en langue anglaise. (Quebec only / Québec seulement).

21. Governing Law. What law applies?

These Terms governed by the laws of the Province or Territory in Canada in which you live and the federal laws of Canada applicable therein. If you live outside of Canada, these Terms will be exclusively governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You and we agree that the courts of the jurisdiction specified above shall have exclusive jurisdiction over each of us for the determination of any matter(s) arising out of these Terms.

22. Defined Terms. What does everything mean?

RBC Business Voice means the group of RBC clients who may be requested to participate in Initiatives from time to time.

Device means any mobile device, computer or other device you use to access the RBC Business Voice, Initiatives and Features.

Features means the Features as defined by the “RBC Business Voice” section of these Terms.

Feedback means any feedback, including opinions, impressions, content and any other input you may provide during any Initiative or as a member of the RBC Business Voice.

Initiatives means the Initiatives as defined by the “RBC Business Voice” section of these Terms.

RBC means Royal Bank of Canada.

Sign-In Credentials means usernames, passwords, personal verification questions or other information required to access any Features, or websites.

Terms means these terms and conditions.

Third Party means any party other than you, us or a party when acting as a Third Party Service Provider. It includes our subsidiaries and affiliates and parties who provide Third Party Services.

Third Party Services means any products or services provided by a Third Party that can be used or accessed on or through the RBC Business Voice, Initiative or Features.

Third Party Service Provider means a party retained by us to act on our behalf to provide, or to assist us in providing, the RBC Business Voice, Initiative or Features.

you and your mean the person who is a member of the RBC Business Voice.

we, us and our means RBC.