Terms of Service
Last Updated April 10, 2024
These Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Services (as defined in Section 2.1 ). These Terms are between you and OnePlace Company Inc. (“OnePlace”, “we”, or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have the full legal authority to bind your employer or such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click the “I agree” (or similar button or checkbox) that is presented to you.
PLEASE NOTE THAT IF YOU SIGN UP FOR A SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (I) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY; (II) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS; AND (III) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.
1. Legal Agreement
1.1 Acceptance of Our Terms
These Terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access the Services, whichever is earlier. These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or a similar button or checkbox) at the time you register for a Service. For greater certainty, these Terms include any hyperlinks hereto and any other document executed by the parties that incorporate these Terms by reference. If you do not agree with, or cannot comply with, these Terms, then you may not use the Services.
1.2 Personal Information
You acknowledge and agree that by providing us with your personal information, using our Services, or otherwise interacting with us, you consent to the collection, use, and disclosure of such information in accordance with our Privacy Policy, and for the purposes identified to you at the time you provide the personal information. To view our Privacy Policy, please visit the following hyperlink: Privacy Policy.
1.3 Changes to the Services or these Terms
We reserve the right to update, change, or replace any part of the Services or these Terms by posting updates and/or changes to the website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Services following the posting of any change(s) constitutes acceptance of those changes.
1.4 International Use
Accessing the Services in certain countries may not be lawful, and we make no representation that the Services are appropriate or available for use in locations outside Canada. If you choose to access the Services from outside Canada, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws.
2. Services
2.1 Description of Services
We provide an online platform where business entities and their executive members, alongside their legal and financial advisors, can upload, download, access, transfer, share and/or execute documents relevant to the business entity through the creation of shared room(s), communicate between Users, and manage tasks, communications and documents. These Terms govern your use of our online platform, including as such services are made available on our website and including all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with our services (collectively, the “Services”).
2.2 Users
As a user of the Services, you may be a User-BusinessHead, User-BusinessMember, or an Advisor (“Users”), depending on the nature of your activity through the Services, as further described below:
If you are a “User-BusinessHead”, you have an Account (as defined in Section 3.1) that allows you to create shared room(s) for the upload, download, access, transfer, share and/or execute documents for your business, and to add and set User-BusinessMember and Advisor access and permissions to such shared room(s) through the Services.
If you are a “User-BusinessMember”, you have an Account that you were invited to set up by your User-BusinessHead and which allows you to access the Services to upload, download, access, transfer, share and/or execute documents for a business entity which you are an executive member of, based on access permissions set by your User-BusinessHead, through the Services.
If you are a “Advisor”, you have an Account that you were invited to set up by the User-BusinessHead and which allows you to access the Services to upload, download, access, transfer, share and/or execute documents for a business entity which you advise in a professional (legal, financial or otherwise) capacity, based on access permissions set by the User-BusinessHead, through the Services.
2.3 Limited License Grant
Subject to your continued compliance with these Terms and the restrictions set out in Section 2.5 below, we grant you a non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the Services for your business purposes.
2.4 Representations and Warranties
As a condition of your use of the Services, you represent and warrant that: (a) you, or your legal guardian using the Services on your behalf, have reached the age of majority in your province or territory of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Services in accordance with these Terms; (d) all information supplied by you via the Services is true, accurate, current, and complete; (e) you have not previously been suspended or removed from our Services; (f) your use of the Services will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; and (g) your registration and use of the Services comply with all applicable laws and regulations.
2.5 Prohibited Activities
You are prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to reproduce, duplicate, copy, sell, resell, or exploit the Services, access to the Services, or any portion of the Services without our express written permission; (l) to transmit any advertising or promotional materials; or (m) to interfere with or circumvent the security features of the Services, or any related website, other websites, or the Internet.
2.6 Free and Beta Services
You may receive access to certain Services or product features on a free, fully discounted, or trial basis or as an alpha, beta, or early access offering (“Free and Beta Services”). Use of Free and Beta Services is limited to the period specified by us. We may terminate your use of Free and Beta Services at our discretion at any time, without liability to you. We may modify Free and Beta Services at any time for any reason. Free and Beta Services may be inoperable, incomplete, or include features that we may never release, and their features and performance information are our confidential information. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, WE PROVIDE NO WARRANTY, INDEMNITY, SERVICE LEVEL AGREEMENT, OR SUPPORT FOR FREE AND BETA SERVICES AND WE WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR YOUR USE OF FREE AND BETA SERVICES.
3. Your Account
3.1 Account Information
To access certain Services, you may be required to create an account (“Account”). You are responsible for ensuring the accuracy of the information included in your Account, including updating your information as necessary. By registering for an Account, you are representing and warranting that: (a) you own or have sufficient authorization to use the computer, mobile device, technology, or other device you use to access the Service; and (b) you will access and use the Services solely in accordance with, and for the purposes consistent with, these Terms. Only one person may use an Account; two or more people may not share an Account.
3.2 Account Security
All activity conducted in connection with your Account will be your responsibility, as you are deemed to be in sole possession and control of the confidential password necessary to access your Account. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username, email and password. If your username, email or password is lost or stolen, or if you believe there has been unauthorized access to your Account by a third party, you must notify us immediately and change your password as soon as possible.
3.3 Suspension or Termination of your Account
Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
4. Payment
4.1 Subscriptions
You may purchase access to the Services (1) on an annual or monthly subscription basis; or (2) for the term of a separate agreement between your Advisor, who has paid for your access to the Services, and us (“Subscription Period”)
if you are a User-BusinessHead and your Advisor has not prepaid for your access to the Services, by directly paying a subscription fee set out on our website at Pricing when you create an Account for (i) your access to the Services; or (ii) the access by all of your User-BusinessMembers and Advisors with access to your shared room(s);
if your Advisor has not prepaid for your access to the Services and you are a User-BusinessMember and your User-BusinessHead has selected that each user pay for their own access to the Services to their shared room(s), by directly paying a subscription fee set out on our website at Pricing when you create an Account for your access to the Services; or
if you are an Advisor, by directly paying a subscription fee set out (i) in a separate agreement with us; or (ii) on our website at Pricing, when you create an Account for one or more User-BusinessHeads and their User-BusinessMembers, for their and your access to the Services and one or more shared room(s),
each of the above being individually or collectively, the “Subscription”.
4.2 Renewal and Cancellation
Your Subscription will automatically renew at the end of the applicable Subscription Period for the same term as your original Subscription Period (“Renewal”). You may cancel your Subscription within thirty (30) days prior to the end of the then applicable Subscription Period by contracting us at team@oneplace.family or via the “Cancel Renewal” feature on your Account, if applicable. The cancellation will take effect at the end of the then-current Subscription Period. We do not provide refunds or credits for the cancellation of a Subscription before the expiration of a Subscription Period.
4.3 Changes to Fees
We may change the pricing of the Subscriptions from time to time. We will communicate any price changes to you in advance and, if applicable, how to accept those changes. Subject to applicable law, you are deemed to accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by notifying us prior to the price change going into effect.
4.4 Third Party Payment Provider
Payment for Services may be made through our payment gateway provider. You may be required to submit your payment details to the relevant third party payment gateway provider, and you may also be required to accept additional terms and conditions in relation to the use of such services. We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third party payment provider.
4.5 Currency and Taxes
All fees with respect to the Services are quoted in Canadian dollars. You are responsible for paying all applicable taxes with respect to the Services.
5. Shared Room Data
5.1 Shared Room Data
As part of the Services, we may allow you to upload, store, transfer, download, and access (based on user permissions set by the User-BusinessHead) certain data and information, which may include information about an individual that is capable of identifying such individual (“Personal Information”), related to your or your current and potential business entity (“Shared Room Data”).
5.2 Use of Shared Room Data
By submitting Shared Room Data to us, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Shared Room Data required for us and our service providers to provide the Services. We will have no right to sublicense or resell Shared Room Data, except however, you agree that we may collect, analyze, and use data derived from Shared Room Data and/or information collected from or about a person, including a business entity, but which does not identify the person, for purposes of operating, analyzing, improving, or marketing the Services. If we share or publicly disclose information (e.g., in marketing materials or in application development) that is derived from Shared Room Data, such data will be aggregated or anonymized such that a specific person, including business entities, is no longer identifiable. You further agree that we will have the right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and aggregated data.
5.3 Your Responsibilities for Shared Room Data
In connection with Shared Room Data, you hereby represent, warrant, and agree that: (a) you have obtained the Shared Room Data lawfully, and the Shared Room Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (b) the Shared Room Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by us or our service providers to provide the Service; (c) all Shared Room Data that contains Personal Information has and will be collected by you in accordance with a privacy policy that permits us to share, collect, use, and disclose such Shared Room Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Shared Room Data that contains Personal Information provided hereunder; (e) we may exercise the rights in Shared Room Data granted hereunder without liability or cost to any third party; and (f) the Shared Room Data complies with these Terms. For purposes of clarity, we take no responsibility and assume no liability for any Shared Room Data, and you will be solely responsible for your Shared Room Data and the consequences of sharing it through the Services, under these Terms and with the User-BusinessHead, User-BusinessMembers, and Advisors.
6. Our Proprietary Rights
6.1 Our Intellectual Property
We and our licensors have and retain all rights, titles, and interests, including all intellectual property rights, in and to our Services and related to our technology, templates, formats, and dashboards, including any modifications or improvements thereto, made by you or us. Your use of the Services will not create or grant you any rights in or to the Services.
6.2 Brand Features
Except for third party marks, as between you and us, all names, trademarks, service marks, certification marks, symbols, icons, slogans, or logos appearing on the Services are proprietary to us or our affiliates, licensors, or suppliers (“Brand Features”). Use or misuse of the Brand Features is expressly prohibited. Unless otherwise expressly authorized by us in writing, you may not copy or use any Brand Features.
6.3 Feedback
From time to time, you may choose to submit, or we may request that you submit on a voluntary basis, comments, questions, ideas, suggestions, or other feedback relating to the Services to us (“Feedback”). We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
7. Termination
7.1 Suspension or Termination by Us
Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
7.2 Termination by You
You may cancel and terminate your Subscription at any time by contacting us. If at the date of termination of your Account, there are any outstanding payments owing by you to us, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
7.3 ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
7.4 Accuracy of Information
All website content, materials, and information are provided on an “as is” basis. We are not responsible if information made available through the Services is not accurate, complete, or current. The information on this website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this website is at your own risk.
7.5 Modification of Information
We reserve the right to modify or remove any website content, materials, or information at any time. We cannot and do not review all communications made available on or through the Services, but, although not obligated to, may review, verify, make changes to, or remove any content, materials, or information, including information submitted in connection with the Services or other features at any time, with or without notice to you, in our sole discretion.
8. Remedies and Limitations
8.1 Third Party Applications
The Services are integrated with, or may otherwise interact with, certain third-party applications, websites, devices, tools, and services to make the Services available to you (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies, and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third Party Applications or for any transaction you may enter into with the provider of any such Third Party Applications. We do not warrant the compatibility or continuing compatibility of the Third Party Applications with the Services.
8.2 NO WARRANTIES
NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND ANY OTHER INFORMATION OR MATERIALS ON, IN, OR MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR ANY PARTICULAR PURPOSE; (B) WILL BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT, OR COMPLETE; (C) WILL OPERATE AND BE AVAILABLE WITHOUT INTERRUPTIONS; OR (D) WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.
8.3 No Professional Advice
We do not give professional advice. Unless specifically included with the Services, we are not in the business of providing legal, financial, accounting, tax, health care, real estate, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
8.4 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless us and our directors, employees, officers, advisors, contractors, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, incurred by any of the Indemnitees, arising out of: (a) your breach of these Terms or the policies they incorporate by reference; (b) your violation of any applicable laws or the rights of a third party; (c) any Shared Room Data or any other user content that you post, contribute, or otherwise submit on or through the Services; or (d) any activity that you engage on or through the Services.
8.5 No Indirect Damages
To the maximum extent permitted by law, in no event will we or our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers, or licensors be liable for: (a) any indirect, consequential, incidental, exemplary, punitive, or special damages; or (b) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, or special, characterized as lost revenue, lost savings or revenue, or lost profits, whether based on contract, tort (including negligence), or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill, or other economic loss.
8.6 Our Limitation of Liability
OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF A BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF: (A) THE AMOUNT PAID BY YOU, IF APPLICABLE, FOR THE SERVICES IN THE ANNUM IMMEDIATELY PRECEDING THE DATE OF THE ACT, OMISSION, OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY HEREUNDER; AND (B) CAD $100.
8.7 Remedies Available to Us
You acknowledge and agree that the use of the Services in violation of these Terms could cause irreparable harm to us and that in the event of such unauthorized use, we are entitled to an injunction in addition to any other remedies available at law or in equity.
9. Services
9.1 Linking to the Website
We permit links to the homepage of the website, provided that any references and links to the website are fair, legal, and would not reasonably be deemed to damage or take advantage of our reputation. You may not link to the website in a way that suggests or indicates any affiliation, association, or approval between you and us where such affiliation, association, or approval does not exist. In addition, you must adhere to the following conditions if you link to the website: (a) you may not establish a link from any website that is not owned by you; (b) you may not cause the website or portions of the website to be displayed, or appear to be displayed, on any website; (c) you may not link to any part of the website other than the homepage; and (d) you may not take any action with respect to the website that is in violation of, or inconsistent with, any provision set out in these Terms. Where any link to the website includes the use of a Brand Feature, the goodwill in such use will accrue to our sole benefit. You agree to immediately cease linking to the website, and to remove any existing links to the website, upon notice from us. We reserve the right to withdraw our permission to link to the website or to disable any links to the website, at any time, without notice, at our sole discretion.
9.2 Communications
We may be required by law or at your request to send you communications about the Services. You agree that we may send these communications to you via email or by posting them on our website.
9.3 Arbitration
Any and all disputes arising out of your use of the Services will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced, or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.
9.4 Governing Law
These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You consent and attorn to the exclusive jurisdiction of the courts located in the City of Toronto in the Province of Ontario.
9.5 Waiver of Class Action
By using the Services, 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 us related to any claim, dispute, or controversy arising from your use of the Services. Where applicable, you hereby agree to opt-out of any class proceeding against us otherwise commenced. The foregoing waiver will 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.
9.6 Severability
In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms, all without affecting the validity and enforceability of any other remaining provisions.
9.7 Waiver
Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
9.8 Entire Agreement
These Terms as modified from time to time, and any policies or operating rules posted by us on this website, constitute the entire agreement and understanding between you and us and governs your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
9.9 Contact Information
Questions about these Terms should be sent to us at team@onplace.family
