End User License Agreement
About our terms of service
Welcome to Conductor. This document service (the “Service”) was developed to address the technical challenges inherent in the relationship between human beings and ideas expressed through a computer, so that you can spend less time concerning yourself with the technical intricacies of how your message is entered into the computer and more time on the message you wish to convey.
Our terms of service
These Terms and Conditions constitute a legal agreement (“Agreement”) between and among the sole proprietor or business entity or business organization identified by in your account page used to register with NetPleadings Inc. (which party shall sometimes be referred to as “you,” “your”, “user”), and NetPleadings Inc. (“NetPleadings”) (sometimes referred to as “we,” “our” or “us”).
Part A: Our Service
Our Service helps you create, manage, format, print, share, backup, search and categorize documents, among such other services as we may choose to provide (collectively referred to as “Provided Services”). Our Service includes the transmission, storage, and computations upon information submitted by you on your own behalf and/or on behalf of your clients or customers (which information submitted to us shall be referred to as Content in this document).
We do not assume liability for any consequences arising from the Provided Services, in any form, for any reason whatsoever. In particular, without limitation:
- It is the responsibility of the user to verify the form, presentation, accuracy
- and content of all documents produced, recipients of collaboration, and any and
- all other uses of the Service that may give rise to liability;
- You are responsible for the correct identification of recipients and
- individuals with whom you may share your documents and otherwise collaborate;
- You are responsible for taking adequate precautions to avoid missed deadlines
- that may arise as a result of any failure of the service.
You will be required to register for a service account to use the Service, and use of the Service is permitted only if you agree to these Terms and Conditions. By using the service, it is understood and agreed that you have consented to the obligations and restrictions set out by the Terms and Conditions.
We reserve the right to require you to install or update any and all software to continue using the Service.
We will provide you with customer service to help resolve any issues relating to your use of the Service. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the billing and collection of disbursements.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process.
We are responsible for protecting the security of Content in our possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all information regarding you and your customers that is stored in our servers from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this information regarding you and your customers at your own risk.
Client & Lawyer privilege
We recognize that we may store, transmit, and perform work upon information that is confidential and privileged as between a client-lawyer. We acknowledge that by using the Service neither you nor your client is waiving said privilege, either explicitly or implicitly.
You are fully responsible for the security of data on your own computer or otherwise in your possession. You agree to comply with all applicable provincial, territorial and federal laws and rules in connection with your collection, use, retention, security and dissemination of any legal, personal, financial, Card, or transaction information (defined as “Data”) on your website.
If we believe that a security breach or compromise of data has occurred, we may require you to have a third party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to us.
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not do nor permit any third party to do any of the following:
- access or attempt to access the Service systems, programs or data that are not made available for public use;
- copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from us;
- permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement;
- transfer any rights granted to you under this Agreement;
- work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law;
- perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or
- otherwise use the Service except as expressly allowed under this section.
Suspicion of Unauthorized or Illegal Use
We reserve the right to not authorize any transaction you submit that we believe is in violation of this Agreement, any other agreement we have entered into, or exposes you, other users of the Service, our processors or us to harm, including but not limited to fraud or other criminal acts.
Law Society Rules
The Law Societies have established guidelines, bylaws, rules, and/or regulations (“Law Society Rules”). You are required to comply with all applicable Law Society Rules that are applicable to service providers. We reserve the right to amend the Agreement at any time with or without notice to you as necessary to comply with Law Society Rules or otherwise address changes in the Service.
Disclosures and Notices
You agree that we can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your account, or mailing them to the address listed in your account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time they are posted to our website or emailed to you unless we receive notice that the email was not delivered.
References to Our Relationship
You agree that, from the time you begin using the Service until you terminate your account with us, we may identify you as a customer of us.
Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and us.
Part B: Getting a Service Account
The Service is only made available to persons in Canada and the United States that operate a business selling goods and services, and the Service is not made available to persons to grant Provided Services for personal, family or household purposes. To use the Service for your business, you will first have to register for the Service. When you register for the Service, we will collect basic information including your name, company name, location, email address, tax identification number and phone number. If you have not already done so, you will also be required to provide an email address and password or identifying number to access the Service.
You may choose to register as an individual
(sole proprietor) or as a company or other business organization. If you register as a business, you must also provide information about an owner or principal of the business and you must be authorized to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must enter this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as such business.
Company Descriptions and Site URL
As part of your registration, you must provide the name under which you do business (which may be the business’s legal name or a “trade name”) (e.g. MyLaw Practice). These two fields may appear in your customers’ credit or debit card statements.
Service - Canada
By registering for the Service, you confirm that you are either a legal resident of Canada, a Canadian citizen or a business entity authorized to conduct business in every Province and Territory in which you operate. You may not export the Service directly or indirectly. By accepting this Agreement you confirm that you satisfy these requirements and will continue to do so in connection with your use of the Service. The Service is controlled and operated from its facilities in the United States and Canada. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Canadian, United States, foreign and local laws and regulations, including but not limited to export and import regulations.
Part C: Processing Card Transactions and Receiving Your Funds
After each billable event, other than subscription fees, we will update information in your dashboard to reflect the status of any invoices. Information regarding your transactions processed and settled (“Transaction History”) will be available to you when you login to our website using your account credentials. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Transaction History and your use of the Service.
Reconciliations and Errors
Your Transaction History will be available to you when you login to your account on our website. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify us of any discrepancies arising from such reconciliation and verification. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, we will issue credit towards future transactions or issue a refund to your credit card or by cheque. Your failure to notify us of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your card payments.
If you submit or cause us to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your account as appropriate. We will only correct transactions that you process incorrectly if and when you notify us of such an error. Your failure to notify us of such a processing error within ninety (90) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you.
Refunds and Returns
By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the Service in accordance with the terms of this Agreement and any applicable Law Society rules.
Full refunds must be for the exact dollar amount of the original transaction including tax, handling charges, and other applicable adjustments. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for returns. Refunds must be requested within sixty (60) days of the original transaction.
For processed refunds, we will deduct the refund amount (including any applicable Fees) from funds in any Reserve Account (as defined below) or by providing a credit towards future transactions made through your Account. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.
You agree to pay the Fees (“Fees”) assessed by us to you for providing the payment services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to and incorporated into this Agreement by reference. We reserve the right to revise our Fees at any time, provided that, with respect to increases in or the introduction of new Fees related to credit card and debit card transactions such increase in or new Fees will be subject to a ninety (90) day notice period to you. For greater certainty, notification is not required for fee changes made in accordance with predeterminations, if any, set out in the Fee Schedule. You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods and services tax, harmonized sales tax and/or provincial or territorial sales tax, on the services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
You acknowledge that you are also responsible for any penalties or fines imposed on us or directly to you by any financial institution as a result of your activities.
Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the Bank Account or credit card registered in your account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a material breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you.
Funds held in reserves are amounts of money set aside by us in an account maintained by it to cover our fees, refunds, or other payment obligations under this Agreement (a “Reserve Account”). We, in our sole discretion, will set the terms of the Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of funds for you is held for a period of time or that additional amounts are held in the Reserve Account. We, in our sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.
We may fund the Reserve Account by means of: (i) any amount of refunds owing to you; or (ii) any charge to you, including without limitation a charge to your credit card; or (iii) or other sources of funds associated with your account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account. You agree you are not entitled to any interest or other compensation associated with the funds held in the Reserve Account, that you have no right to direct that account, that you have no legal interest in those funds or that account and that you may not assign any interest in those funds or that account.
You grant us a lien and security interest in (and in Quebec, a hypothec on) any rights you may have in respect of funds on deposit in the Reserve Account regardless of the source of such funds, all credit card transactions (including future credit card transactions), any rights to receive credits or payments under this Agreement, and all funds, deposits and other property of yours possessed or maintained by us on your behalf. These security interests and liens (and hypothecs) will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you including without limitation your obligation to pay any amounts due and owing to us. The hypothec created pursuant to this Section is granted for the sum of your actual obligation to us, up to fifty million dollars with interest at the rate of ten percent per annum. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
Limitation of Security Interest
For clarity, we do not assert any right to use Content in any dispute with you where the assertion of such a right shall be deemed a waiver of Lawyer-client privilege.
Part D: Termination and Other General Legal Terms
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues so long as you use the Service or until terminated by us.
You may terminate this Agreement by closing your account at any time by following the instructions on our website in your Account Profile. We may terminate this Agreement and close your account at any time for any reason effective upon providing you notice in accordance with the notice requirements set out in this Agreement. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of the Service, including without limitation significant credit or fraud risk, or for any other reason; or (ii) you do not comply with any of the provisions of this Agreement.
Effects of Termination
Upon termination and closing of your account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, and stop processing new transactions through the Service. You will not be refunded the remainder of any fees that you have paid for the Service if your access to or use of the Service is terminated or suspended. Any funds in our custody after satisfaction of all fees payable to us will be paid out to you or refunded to the credit card we have on file for you.
Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, refunds, or other investigations or proceedings.
Upon termination you agree: (i) to immediately cease your use of the Service, (ii) discontinue use of any of our trademarks and to immediately remove any references and logos from your Site or other trademarks, (iii) to continue to be bound by this Agreement, (iv) that the license granted under this Agreement shall end, (v) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (e) we will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or any termination or suspension of the Service or deletion of your information or account data.
At any time within ninety (90) days after terminating your account you may request in writing that we transfer all Content stored on our servers to you. We will use commercially reasonable efforts to complete such transfer within thirty (30) business days from receipt of your written request.
We grant you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service solely to for the Provided Services. The Service includes our website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by us. You will be entitled to download updates to the Service, subject to any additional terms made known to you at that time, if and when we make these updates available.
We may also periodically make available certain logos, trademarks or other identifiers for your use. If we do so, you will use them subject to and in accordance with our then current trademark usage guidelines.
The Service is licensed and not sold. We reserve all rights not expressly granted to you in this Agreement. The Service is protected by copyright, trade secret and other intellectual or industrial property laws. We own or have licensed the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to our trademarks or service marks.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual or industrial property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any province, state, country, territory or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by its employees, or obtained from sources other than you.
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your client, customer, us, and any third party specified by us (each, a “Disclaiming Entity”) for any and all such liability. “Chargeback” means a request that a buyer client customer files to invalidate a processed payment. “Claim” means a challenge to a payment that you or a client customer of yours files directly with us. “Reversal” means we reverse the settlement of funds from a processed card transaction that you submit because (a) the card transaction is invalidated by the card issuer, (b) the sender of the payment did not have authorization to send the payment (for example: you used a card that did not belong to you), © you received the payment for activities that violated this Agreement or any other agreement, or (d) we decided a Claim against you.
We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with us by you or your customers. You will be required to reimburse us for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to us.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless us, and each of our respective officers, directors, employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and legal fees; (iii) your, or your employee’s or agent’s, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions. If you are liable for any amounts owed to us, we may immediately remove such amounts from your Reserve Account and deduct the amounts owed to us from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds additional funds to your Reserve Account to cover funds owed to us. If you do not do so, we may engage in collections efforts to recover such amounts from you at your cost and expense.
Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age have obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Service in the manner prescribed by us; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; © the name identified by you when you registered is your name or business name under which you sell goods and services; (d) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with your customer; (e) you and all transactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (f) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (g) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) US; (II) PROCESSORS, SUPPLIERS OR LICENSORS OF US; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES HAVE NO CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER WE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CUSTOMER WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER WE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability and Damages
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN THE PREVIOUS SECTION) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; © ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO US DURING THE THIRTY (30) DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Service shall be resolved in accordance with this Section.
This Agreement will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in such Province except for the hypothec created pursuant to this Agreement (the “Québec Hypothec”) which will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec (in each case without regard to its choice of law provisions to the contrary).
The parties agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of Ontario and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of Ontario. Accordingly, each party hereby consents and attorns to the exclusive jurisdiction and venue of the Courts located in the Province of Ontario, and to venue within Toronto, Ontario, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). You and we hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to this Agreement. You and we each represents to the other that this waiver is knowingly, willingly and voluntarily given.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at http://conductor.law or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. Any use of the Service or software after our publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
Change of Business
You agree to give us at least 30 days’ prior notification of your intent to change your types of services, your trade name or the manner in which you accept payment. You will immediately notify us of any voluntary or involuntary bankruptcy proceeding, petition, receivership, insolvency, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any bankruptcy, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable law.
You agree that this Agreement is a contract for the advance of credit to you within the meaning of Section 11.01(b) of the Companies’ Creditors Arrangement Act (Canada) and within the meaning of Section 65.1(4)(b) of the Bankruptcy and Insolvency Act (Canada) and cannot be assigned by you in the event of a Bankruptcy Proceeding relating to you. You hereby acknowledge that but for the agreement in the immediately preceding sentence, we would not have entered into this Agreement. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
Third Party service providers
You acknowledge and specifically consent to our use of third party service providers as part of the Service, and in particular you authorize us to enter into service contracts that we deem necessary or appropriate to provide the Service. The providers of said services may change from time to time, without notice being sent to you and you acknowledge that your consent is not required for us to change service providers. You authorize us to disclose to third party service providers the information necessary to operate the service. You authorize us to accept the terms and conditions including such applicable privacy policies, as determined in our sole discretion, of third party service providers we choose to employ. You waive the right to claims against us for any liability arising from the use of third party service providers, including without limitation liability for disclosure of confidential information and liability for waiver of lawyer-client privilege.
Third Party Services and Links to Other Web Sites
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations otherwise available under this Agreement, including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
Entire Agreement and Remedies
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and us with respect to the provision of the Service. In the event of a conflict between this Agreement and any other agreement with us or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of us and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.
Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement survives and remains in effect in accordance with their respective terms upon the termination of this Agreement.
The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.