Terms & Conditions
Parties: 1432720 B.C. Ltd. o/a Contract Flow Solutions ("Company") and Customer
Effective Date: Earlier of: signature date, registration date, or service use commencement
1. Definitions
- Aggregate Data: Combined, de-identified data from multiple customers
- API: Application programming interface created by Company
- Company IP: All intellectual property provided under this Agreement
- Content: Information from public sources or third-party providers
- Customer Data: Data submitted to SaaS Products and outputs generated from it
- Documentation: SaaS Products documentation
- Hosted Services: Company website platform
- License Term: Period for SaaS Products use
- Order Form: Each order form for SaaS Products
- SaaS Products: API, Hosted Services, or both
- User: Authorized employees, consultants, contractors, agents
2. Use
SaaS Product Use
Subscriptions purchased for the License Term; additional subscriptions prorated; purchases not contingent on future features.
Usage Limits
Subject to Order Form specifications; excess usage requires additional licensing or payment.
Customer Responsibilities
- Ensure User compliance
- Maintain Customer Data accuracy and legality
- Prevent unauthorized access
- Use only per Agreement and applicable laws
- Backup Customer Data independently
Aggregate Data Use
Company may monitor usage and utilize anonymized, aggregated data for development and improvement purposes.
Restrictions
Customer will not:
- Make SaaS Products available beyond authorized Users
- Sell, resell, license, or sublicense
- Store unlawful or infringing material
- Transmit malicious code
- Interfere with product integrity
- Attempt unauthorized access
- Circumvent usage limits
- Modify or create derivative works
- Reverse engineer or decompile
- Build competitive products using similar features
- Upload personal data to Company
Content Removal
Customer must promptly remove Content if notified of legal violations or third-party rights issues.
Non-Company Products
Company disclaims responsibility for third-party applications; data exchanges occur between Customer and providers.
Free Tier
- Trial period until: trial end date, purchased subscription start, or Company termination
- All trial data permanently lost unless subscription purchased before trial end
- Trial provided "AS-IS" without warranties
- Company liability limited to $1,000 maximum during trial
- Outputs for demonstration purposes only; not legal advice
- All generated content requires independent legal review
Usage Data
Company may collect and use Non-Identifiable Aggregated Data for business purposes and public disclosure.
Auditing Rights
Customer maintains records for one year post-termination; Company may conduct annual audits at own expense with reasonable notice.
Legal Disclaimer
- SaaS Products facilitate implementation; do not provide legal advice
- No attorney-client relationship created
- Customer solely responsible for data completeness and accuracy
- Customer must independently review and approve all outputs
- No guarantee of jurisdiction-specific legal compliance
- Output quality depends on input quality
- Free/trial outputs are illustrative, not legal advice
3. Customer Responsibilities
Customer is solely responsible for: accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; and compliance with all applicable laws, rules, and regulations.
4. Fees
Payment Terms
Invoice issued on Effective Date; payment due within 30 days; unpaid invoices accrue 1.5% monthly interest (18% annual equivalent) or maximum rate permitted by law; Customer responsible for Company collection fees.
Pricing Changes
Company may modify pricing, discounts, and fee structures at any time.
Currency
US dollars unless otherwise agreed.
Taxes
All Fees are exclusive of taxes; Customer is responsible for sales, use, excise taxes, and similar assessments except Company income taxes.
5. Confidential Information
Definition
Information a reasonable person would consider confidential; includes business, customer, trade secret, and personal information.
Exclusions
Information that is: (i) previously possessed; (ii) independently developed; (iii) publicly available; (iv) acquired from third parties without confidentiality obligations; (v) intentionally disclosed; or (vi) Aggregate Data.
Obligations
Both parties shall:
- Take reasonable steps to maintain confidentiality
- Limit copying to necessary SaaS provision
- Not use for own purposes
- Safeguard against theft, damage, unauthorized access
- Use same care as own confidential information
- Disclose only to personnel requiring knowledge on terms no less stringent
Termination
Upon request, return or destroy all Confidential Information; exception for legally-required retention.
6. Intellectual Property
Reservation of Rights
Company retains all rights, title, and interest in SaaS Products and Content; limited rights only as expressly granted.
Content Access
Customer may access and use applicable Content per Order Forms and Documentation.
Customer License to Company
Worldwide, limited-term license to host, copy, use, transmit, display non-Company Applications and Customer Data as necessary for SaaS Products operation.
Feedback License
Customer grants Company a worldwide, perpetual, irrevocable, royalty-free license to use feedback, enhancement requests, and recommendations relating to SaaS Products.
7. Representations and Warranties
Representations
Each party has validly entered this Agreement with legal power to do so.
SaaS Warranty
Company warrants it will not materially decrease overall SaaS Products functionality during the subscription term.
Exclusive Remedy
For warranty breach, Customer's remedies are limited to Section 10 (Term).
Disclaimer
Warranty is exclusive; no other warranties express, implied, or statutory. Both parties specifically disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.
8. Mutual Indemnification
Company Indemnification
Company defends Customer against third-party Claims alleging SaaS Products infringe intellectual property rights; indemnifies for damages, attorney fees, and costs; Company controls defense/settlement (except unconditional release required).
Company Remedies if Infringement Claimed
Company may: (i) modify SaaS Products to avoid infringement; (ii) obtain a use license; or (iii) terminate access and refund prepaid fees.
Company Indemnification Exclusions
Claims arising from: (I) non-specific allegations; (II) combinations with non-Company products; (III) free-tier SaaS Products; or (IV) third-party applications or Customer breach.
Customer Indemnification
Customer defends Company against Claims alleging: (a) non-Company applications infringe intellectual property; (b) Claims arising from unlawful use, Customer Data, Customer breach, or non-Company Applications; and indemnifies for damages, attorney fees, and costs.
Customer Indemnification Exclusions
Claims arising from Company's breach.
Exclusive Remedy
This section states the sole liability and exclusive remedy for described third-party claims.
9. Limitations of Liability
Excluded Damages
Neither party is liable for incidental, special, indirect, consequential, or punitive damages including loss of business, goodwill, work stoppage, data loss, revenue loss, or profit loss, regardless of legal theory.
Liability Cap
Company's aggregate liability is limited to direct damages not exceeding amounts paid during the License Term for SaaS Products; applies to contract, warranty, and tort claims; does not limit Customer payment obligations except as permitted by law; damages are the sole exclusive monetary remedy.
10. Term
Agreement Term
Begins on Effective Date; continues until all subscriptions have expired or been terminated.
Subscription Term
As specified in Order Form or portal; auto-renews for additional one-year terms unless either party provides 60 days written notice (email acceptable) before term end; renewal pricing per Company list price at renewal time; volume/length decreases result in repricing.
Termination for Cause
Either party may terminate upon 30 days written notice of uncured material breach; either party may terminate if the other becomes subject to bankruptcy or insolvency proceedings.
Termination Refund/Payment
Customer termination: Company refunds prepaid fees for remainder of term. Company termination: Customer pays unpaid fees for remainder of term to extent permitted by law. Termination does not relieve Customer of pre-termination fee obligations.
Service Suspension
If charges are 10+ days overdue, Company may accelerate all unpaid obligations and suspend SaaS Products after 5 days prior notice.
Survival
Sections 1 (Definitions), 2(h) (Free trial), 4 (Fees), 5 (Confidential Information), 6 (Intellectual Property), 7(d) (Warranty disclaimer), 8 (Indemnity), 9 (Limitation of liability), and 10(d) (Termination Refund/Payment) survive termination/expiration.
11. Miscellaneous
Entire Agreement
This Agreement and incorporated documents constitute the sole agreement; supersedes prior understandings; Order Form conflicts resolved by this Agreement unless explicitly overridden; indemnification, IP, liability, and confidentiality conflicts always favour Agreement terms.
Notices
All notices in writing to addresses on Agreement; delivered by personal delivery, overnight courier (prepaid), or certified/registered mail (return receipt, prepaid); Company may send by email; effective upon receipt with compliance.
Force Majeure
Company is not liable for failures caused by circumstances beyond reasonable control including acts of god, natural disasters, war, terrorism, epidemics, strikes, or government actions; Company shall notify within 10 days of occurrence; suspension limited to necessity period.
Independent Contractors
No partnership, joint venture, or agency created; no party represents itself as legal representative of another.
Third Parties
Company may engage third parties for Services; Company remains responsible for compliance.
Amendment/Modification
Effective only if in writing, signed by authorized representatives; waivers effective only if explicitly agreed in writing; failure to exercise rights does not constitute waiver.
Severability
If any provision is invalid, illegal, or unenforceable in any jurisdiction, it does not affect other terms; Parties shall negotiate in good faith to modify and effect original intent.
Disputes/Mediation/Arbitration
- Continued Performance: Both parties continue obligations during dispute resolution unless terminated per Agreement.
- Process: Negotiation for 45 days; unresolved claims settled by binding arbitration under Ontario Law in Vancouver, British Columbia per Canadian Arbitration Association Commercial Rules; arbitrator experienced in software/web services; judgment enforceable in any competent court; no punitive/exemplary damages authorized.
- Governing Law: Province of British Columbia and Canadian law governs; no conflict of law principles; parties attorn to British Columbia exclusive jurisdiction.
Assignment
Neither party assigns without written consent (not unreasonably withheld); exception: assignment to affiliate or in merger/acquisition/reorganization/asset sale without consent; competitor acquisitions permit termination with refund of prepaid fees; Agreement binds successors and permitted assigns.
Anti-Corruption
No illegal bribes, kickbacks, payments, or gifts received or offered; reasonable business gifts permitted.
Publicity
Customer displays Company logo on SaaS instance; Company may publicly disclose relationship and use Customer logo in advertising.
Equitable Relief
Breach of confidentiality or Customer restrictions causes irreparable harm; non-breaching party entitled to equitable relief without bond requirement or damage proof.
Legal Fees
Prevailing party in disputes recovers reasonable attorneys' fees and costs including investigation, copying, electronic discovery, telephone, mailing, IT support, consultant/expert witness fees, travel, court reporter, mediator fees.
Binding Effect
Enures to the benefit of and binds parties and their successors and permitted assigns.
Company: 1432720 B.C. Ltd. o/a Contract Flow Solutions
Contact: info@contractflowsolutions.com