Terms and Conditions
Last updated on August 31st, 2020.
Please read these Terms carefully before using the Site. By accessing, using or browsing the Site you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Site and may choose to exit the Website.
The Company reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline of the Site, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any. If you do not agree with the changes, you can cancel your account with us without further obligation.
Our Site constitutes an online resource that provides information and access to a mix of industry standard, open-source, third-party and proprietary documents, guides, templated forms, and additional features to assist with the completion of tasks relating to company incorporation, funding rounds and general company and team administration.
As you navigate through our Site and use documents on the Site you may be guided by our ‘hints’ that help you choose the required document and data. These hints have been created to help you understand different terms and commercial decisions. Whilst sourced from experts and reflecting industry best practice, they are provided for general information only. They are not intended to amount to advice on which you should rely. If at any point you are still uncertain about your selection, you should obtain professional or specialist advice before taking or refraining from any action on the basis of those hints.
Likewise, from time to time you will have certain questions you would like to take some advice on. You may put your questions to our customer support team. We will try to provide you with an informed response based on our experience or direct you to a relevant resource. However, at no point does this advice qualify as legal, tax or financial advice. If you remain uncertain you must verify the information that we provide with a qualified professional such as a qualified and regulated legal professional in your jurisdiction. If you do not know of a qualified and regulated person or firm, we can suggest to you a number of partner firms and professionals we know in your jurisdiction.
For the avoidance of doubt, by using the our Site, you agree that:
- You are solely responsible for the appropriate selections within any documents;
- The instructions and tutorials are created for a wide audience and may not suit your individual company’s needs;
- the documents available via the Site may not fit your specific circumstances. You should make your own judgement on the suitability of any such materials to your circumstances, or obtain your own legal advice to review such materials before using them;
- we are not providing legal, financial, tax, investment brokerage or any other advice. The Site or our customer support should not be used as a substitute for advice from qualified legal, tax or accounting professionals relevant to the jurisdiction in which you or your company are operating; and
- whilst we deny that any legal responsibility arises when you use the Site, in the event we are wrong, we exclude all legal responsibility and costs for reliance placed by anyone on the Site or information gained from our customer support.
Although we make reasonable efforts to update the information on the Site, we make no representations, warranties or guarantees, whether express or implied, that the content on our Site is accurate, complete or up to date.
The services we provide through the Site are for your own use only. You may not resell, lease or provide them in any other way to anyone else.
If you register for an account on the Site, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Site, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Site. You are responsible for all activity on your Site account.
At present we do not charge any fees or other charges for the use of the Site. In these Terms the content on the Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. User Content is that User’s property. The Company’s only right to that User Content is the limited licenses to it granted in these Terms.
Other than the User Content, the Site, all Content and all software available on the Site or used to create and operate the Site is the property of the Company or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Site, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information (by trade name, trademark, manufacturer, supplier or otherwise) does not constitute or imply endorsement, sponsorship or recommendation thereof by the Company.
Your User Content is your responsibility. We have no responsibility or liability for it, including any loss or damage it may cause to other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Site, and we may do this at any time and for any reason.
The Company grants you a limited, revocable, non-exclusive, non-sub-licensable license to access the Site and to view, copy and print the portions of the Content available to you on the Site.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Agreement and your account with us.
You represent and warrant that your use of the Site and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
The Site may contain links to third-party Web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third-Party Sites, and any Third-Party Content or service provided there at your own risk. The Company does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites.
While the Company attempts to make your access to and use of the Site safe, the Company does not represent or warrant that the Site or any Content are free of viruses or other harmful components.
You shall defend, indemnify and hold harmless Company and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site and from the use of the Site by any person to whom you give access to your account, including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third-party.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:
(A) FOR USE OF SITE OR FOR ERROR OR INTERRUPTION OF USE OF THE SITE
(B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
(E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Site reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into this agreement without such allocation and limitation.
Whilst we do not guarantee that our Site will always be available or be uninterrupted or error free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Site in a manner which minimizes errors and interruptions in the Site. We will perform Site updates in a professional and workmanlike manner. The Site may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Site will resume normal service.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S). YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
The Site is controlled by the Company and operated by it from its offices in Ontario, Canada. You and the Company both benefit from establishing a predictable legal environment in regard to the Site. Therefore, you and the Company explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Company may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of the Company, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and the Company regarding your use of the Site, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and the Company regarding your use of the Site.