Terms of Service

1. Overview

These Terms of Use form a legally binding contract between INCORPORIGHT INC. (“Incorporight”, “we” or “us”) and the people and companies (“Users” or “you”) that access and use our website located at www.incorporight.com or any related website or mobile platform controlled by us (collectively, the “Website”). These Terms of Use apply to all services provided through our Website and any other software application we operate, and all content, services, and products available at or through the Website.

Please take time to read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract impacts your rights.

By accessing any part of the Website, you agree to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you are not permitted to access the Website or use any services available on the Website.

These Terms of Use incorporate by reference and should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.

2. Services Available on the Website

Without restriction, we generally offer the following services through the Website:

A software platform used to incorporate companies, gather electronic signatures and manage ongoing corporate needs, such as minute book maintenance, changes to corporate information, changes to corporate structure, and generation of documents.

The services we offer are subject to change over time. By using the Website, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your specific purposes.

3. Ownership of your files, Data and Content

When you choose to upload documents or data (including any images or text), Incorporight does not review or pre-screen the contents of electronic data uploaded or posted to the Website (“Content”) and Incorporight claims no intellectual property rights with respect to the Content.

You grant to Incorporight a non-exclusive, royalty-free right during your use of the Website, to use and analyze the Content to perform Incorporight’s obligations under these Terms of Use. Such rights shall include permission for Incorporight to archive such Content when and how it deems appropriate, and to generate and publish aggregate, anonymized reports on system usage and Content trends.

4. Payment Procedures

Payments for services or products available on the Website will be charged to you in accordance with the policies, procedures, and timelines posted on the relevant sections of the Website.

You agree to pay the fees applicable to your subscription and any other applicable fees, including but not limited to fees relating to the processing of transactions under your account (“Fees”).

All initial and recurring Fees will be charged to the credit card that you authorize for your account. It is your responsibility to keep your authorized credit card valid and up to date at all times. We may terminate or block access to your account if your credit card becomes expired or otherwise invalid at the time any Fees become due.

For purposes of processing payments, we use the following service provider:

STRIPE, INC. 185 BERRY STREET, SUITE 550 SAN FRANCISCO, CA 94107

Before using the Website, you must first review and approve the terms and conditions governing the use of third-party payment processors, which are available at the following website: www.stripe.com

5. Your Account

In order to fully use the Website, you will be required to create an account. Information submitted by you in order to create an account will be subject to our Privacy Policy, which is available for review on the Website, and which you are required to approve before creating an account. The Privacy Policy also dictates how to terminate your account and how you can have your personal identifying information deleted from our servers.

The terms governing the features and capabilities of your account and the related Fees can be found on the Website.

6. Termination

You may cancel and terminate your Account at any time in accordance with the terms and policies posted on the Website.

If at the date of termination of your Account, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

7. Limitation of Liability

Except in a case where we are in violation of these Terms of Use, we will not be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Website.

Your use of the Website is at your sole risk. The Website is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free.

In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable, while the remaining parts of this section shall remain valid and enforceable.

8. Indemnification

You agree to indemnify and hold Incorporight harmless, including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website.

9. Provisions and Disclosures for Ontario Users

Notwithstanding Sections 7 and 8 or any other conflicting provisions of these Terms of Use, the following provisions apply to Users located within the Province of Ontario:

1. Limitation of Liability

   Except in a case where we are in violation of these Terms of Use, we will not be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Website in an amount that exceeds $2500 in the aggregate.

2. Indemnification

   The provisions of Section 8 do not apply to Ontario Users.

3. Law Society of Ontario (LSO) Disclosures

   Incorporight is an approved participant in the LSO’s Access to Innovation (A2I) project. More information about the Access to Innovation project is available here: https://lso.ca/about-lso/access-to-innovation. Incorporight’s participation in A2I, and the LSO’s approval, is limited to specific services (“Approved Services”) set out in the LSO Certificate issued to Incorporight, which can be reviewed here https://incorporight.com/lso There are important limitations that apply to the Approved Services and the LSO’s approval:

• The LSO has not certified or endorsed the effectiveness of the Approved Services;
• The LSO shall not be responsible or liable to you for any matters arising from the advertising, provision, or non-suitability of the Approved Services, or for any other quality or service issue, failure, or liability of Incorporight or the Approved Services.
• Incorporight is not a law firm. Though Incorporight may be owned in whole or in part by lawyers, use of the Approved Services shall not create a lawyer-client relationship between the User and any owner of Incorporight. Some of the people who manage Incorporight may not be lawyers or paralegals licensed and regulated by the LSO;
• A lawyer who is licensed and regulated by the LSO oversees Incorporight’s delivery of the Approved Services to consumers;
• Some of the people involved in the provision of the Approved Services by Incorporight are not LSO Licensees. Accordingly, some service protections applicable to legal services provided by an LSO Licensee may be different or may not be available, including:
  1. Any communications with or information provided to Incorporight may not be subject to solicitor-client privilege;
  2. Incorporight may be required under law to disclose information provided to it by you, including to authorities or third parties;
  3. Another party involved in your legal matter may be using the same Approved Services provided by Incorporight; and
  4. There is no statutory complaints process through the LSO available for the Approved Services.

10. Security Breaches

In order to protect your security, it is your sole responsibility to ensure that all login credentials (including usernames, email addresses and passwords) used to access the Website are kept secure and confidential.

You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.

We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.

11. Warranties and Representations

We hereby disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Website.

12. Compliance with Laws

You represent and warrant that:

You have the authority to bind yourself to these Terms of Use;

Your use of the Website will be solely for purposes that are permitted by these Terms of Use;

Your use of the Website will not infringe or misappropriate the confidentiality or intellectual property rights of any User or third party; and

Your use of the Website will comply with all local, provincial and federal laws, rules and regulations, and with all policies posted on the Website.

You must only use the Website for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Website. You may use the Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all these Terms of Use.

13. Age Restrictions

Users Must be Over the Age of 18. You represent and confirm that you are over the age of 18. We do not target, market, or promote the Website to those under 18. We do not permit any User under the age of 18 to use the Website.

14. Governing Law and Dispute Resolution

These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario and the federal laws of Canada applicable therein.

If any claim, dispute or controversy occurs between Incorporight and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration, rather than in court. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the User or Incorporight. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties, and may be conducted remotely if permitted by the arbitrator. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

15. Waiver of Class Action

By using the Website, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against Incorporight or its affiliates related to any claim, dispute or controversy arising from your use of the Website. Where applicable, you hereby agree to opt out of any class proceeding against Incorporight otherwise commenced.

The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law. The above waiver does not apply to claims or disputes from Users located within the Province of Ontario.

16. General Terms

1. Amending these Terms of Use

   These Terms of Use may be updated and amended from time to time. We reserve the right to change these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Website. We will make efforts to communicate any changes to these Terms of Use we deem material, in our sole discretion, via email or notifications on the Website. Your continued use of the Website will be deemed to be immediate and unconditional acceptance of any amended Terms of Use, whether or not we deemed the amendments to be material.

2. Assignment

   We may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you.

   Users may not assign or delegate any rights or obligations under these Terms of Use, without our prior written consent, and any unauthorized assignment and delegation is void.

3. No Waiver

   Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in these Terms of Use may not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same will continue and remain in full force. No waiver will be deemed to have been made unless expressed in writing.

4. No Agency

   The parties to these Terms of Use are independent contractors and are not partners or agents. Incorporight has no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Website.

5. Severability

   If any portions or provisions of these Terms of Use are to any extent declared illegal or unenforceable at law, then the remainder of these Terms of Use will not be affected, nor will the application of such portions or provisions be affected in circumstances other than those as to which they have been declared illegal or unenforceable, and each remaining portion and provision of these Terms of Use will be valid and enforceable to the fullest extent permitted by law.

6. Entire Agreement

   These Terms of Use, in conjunction with all policies and guidelines available on the Website (including but not limited to any Privacy Policy), incorporated by reference, constitute the entire agreement between you and Incorporight and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms of Use.

17. Additional Terms

The following additional terms and conditions apply to the use of the Website:

Subscription Terms: All subscriptions, including all subscription renewals, are for a minimum of one year. Your credit card will be automatically charged at the start of each subsequent year of your subscription unless you cancel your account before the start of the subsequent year. You will be charged for a further one-year subscription period at the then current subscription rate for your current subscription tier.

No Refunds for Early Cancellation: We will not process any refunds for early cancellation of user accounts. You are free to cancel your subscription at any time through the settings in your account. However, cancellation of your subscription will not entitle you to a refund for any remaining portion of the subscription term.

Responsibility for Processing Fees: If at any time, you choose to downgrade your subscription or otherwise require Incorporight to initiate a payment to you, you will be responsible for any payment processing fees incurred by Incorporight. Such processing fees will be automatically deducted from any payment before it is released to you.

Fees Not Included in Your Subscription: Except where we have clearly stated that an applicable government fee has been waived or is included with your subscription, you will always be charged applicable government fees and agent fees in addition to your subscription fee for filing mandatory documents with the government. Where services are provided by Incorporight for the filing of government forms or documents, including agent or courier services, we reserve the right to charge you service fees in addition to applicable government fees. The total amount of any additional fees will be shown to you before you choose to file such documents.

No Solicitor-Client Relationship or Legal Advice Provided: We are a technology company that provides tools for Users to complete, file, sign and store documents. We are not a law firm. We do not offer legal representation, legal advice, legal services, referrals or recommendations. There is no solicitor-client relationship between you and us. Before completing any task on the Website, you are encouraged to obtain personalized professional assistance related to your specific circumstances from someone qualified to provide legal advice in your jurisdiction.

Incorporight Content is for Information Only: The content, information, articles, help text, and other writings on the Website are not legal advice. Even when addressing topics of a legal nature, this information is not complete and may not apply to your specific circumstances. All information on the Website is provided for general informational purposes only. As such, the content of the Website is not a replacement for legal advice from a qualified legal professional who can advise you on your specific circumstances.

Registered Business Name: When incorporating through Incorporight, you are fully responsible for choosing a business name that is compliant with local business naming regulations, unique and unlikely to be confused with any existing business names. Incorporight does not review, approve or endorse the business name you choose to incorporate under and processing your incorporation through Incorporight does not in any way guarantee that your business name is compliant.

Loss of Functionality: When you initiate any changes to your subscription, including subscription downgrades, you may lose access to features, services and the number of users able to access your account. You are responsible for advising others and taking any other steps arising from the loss of functionality within your account.

Aggregate Data Extraction: Incorporight extracts anonymized aggregate data from the data, documents, information and Content uploaded by users. You consent to allow Incorporight to access, analyze, archive and use such anonymized data for its own business purposes during the term of your subscription to Incorporight and at any point thereafter.

18. Confirmation of Agreement to Terms of Use

BY PROCEEDING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE WEBSITE.