1. In this Terms of Use Agreement ("Agreement"),
"you" and "your" refer to each customer. "We,"
"us," and "our" refer to Documental Search
House (A division of Documental Inc.), (hereinafter Documental)
its agents, contractors, directors, employees, and officers. "Service,"
in its singular or plural form, refers to the services provided
by us. This Agreement explains our obligations to you, as well
as your obligations to us for various services. By using the services
under this agreement, you acknowledge that you have read this
agreement, and agree to be bound by it. You agree, furthermore,
to be bound by any pertinent rules or policies that might be published
by us, either currently or in the future. Also, by using these
services, you indicate to us that you are 18 years of age or older.
Services and Information
2. WE ARE NOT LAWYERS. WE WILL NOT GIVE YOU LEGAL ADVICE. WE STRONGLY
RECOMMEND THAT YOU CONSULT A LICENSED LAWYER FOR LEGAL ADVICE.
3. While we do our best to obtain the most recently
updated information, we cannot guarantee that the latest information
has been provided to us. All search results are provided to us
by Federal and/or Provincial governments. Therefore, we cannot
guarantee that search results are correct. We only act as transmitters
of information. Documental, its contractors, agents, employees,
officers, directors and affiliates, are neither responsible nor
liable in any way for correctness of search results.
4. No fees paid to the governments, or to any
agencies accepting money on behalf of the governments, can be
refunded under any circumstances. If an error is made on the part
of Documental, we will make all reasonable efforts to cure the
problem, and to amend any necessary documentation. Alternatively,
we will refund the fees paid to Documental. The choice between
these two remedies, as to which one is most appropriate for the
situation, will be made at the sole discretion of Documental.
Corporate Names, Incorporation, Business Registration
5.You agree that, if the registration or reservation
of your corporate name is challenged, or if a dispute arises with
any third party, you will indemnify and hold us harmless. You
agree that registration or reservation of your chosen name does
not confer immunity from objection to the registration, reservation,
or use of that corporate name. In addition, you may not presume
that your corporation has been formed until AFTER you have received
original articles of incorporation, or a certificate of incorporation.
Orders
6. An order is placed at the time it is submitted
to Documental via the Internet, telephone, facsimile or mail.
Your order may not be modified after it is submitted, except upon
prior authorization by Documental. After you receive this prior
authorization, a modification to the order is valid only after
Documental receives a signed, written request from you, via facsimile.
No refunds available after we process your order.
Professional Advice & Representation
7. When using our service, you will be acting
as your own lawyer. Documental completes the information on the
required forms, based on the information that you have provided
to us. Documental then files the forms with the applicable federal
or provincial government office. By providing you with the service,
neither Documental, nor its advisors, agents, employees, or representatives,
are providing any legal or professional advice or service. Additionally,
Documental makes no representations, express or implied, as to
the possible legal or other consequences arising from the use
of our forms or services. All documentation provided are sample
sets that may not be suitable to your particular situation. The
onus is on you to determine the appropriateness of all sample
documentation provided (Articles, By-Laws, Resolutions, Share
Certificates, Registers and Ledgers). Documental, its advisors,
agents, employees, and representatives, strongly recommend that
you consult with a lawyer who has a license to practice law in
your jurisdiction.
8. Documental cannot provide you with legal
advice. Although Documental makes great effort to respect the
confidentiality of the information you submit to us, there is
NO SPECIAL RELATIONSHIP or privilege between Documental and its
clients. NO SPECIAL RELATIONSHIP or privilege exists between Documental
and you, including but not limited to any solicitor-client relationship
that might exist had you consulted with a licensed lawyer.
9. As with all important business matters, Documental,
its advisors, agents, employees, and representatives, strongly
recommend that you consult with a lawyer who has a license to
practice law in your jurisdiction.
This applies to any issue regarding the formation of your corporation,
or its continued operations.
Fees and Payments
10. For any services that you have selected,
you agree to pay us the applicable fees. All fees payable under
this heading are non-refundable unless we provide otherwise .
11. To allow us to provide you with our services,
you agree to provide certain accurate, complete, and current information
about you, as required, and also to maintain and update this information
as needed for our use.
Changes to this Agreement
12. You agree, during the period of this Agreement,
that we may: modify the terms and conditions of the Agreement,
and also that we may change the services offered under it. You
also agree to periodically review our Web site, including this
Agreement within it, to keep informed of any such changes. You
furthermore agree that, if you continue to use our services after
you find out about any revisions to this Agreement, you will abide
by any such revisions.
Limitation of Liability
13. You agree that our entire liability, and
your only recourse, with respect to any services provided under
this Agreement, or to any breach of this Agreement is solely limited
to the amount you paid for such services. We and our contractors
shall not be liable for any direct, indirect, incidental, special
or consequential damages resulting from the use or inability to
use any of our services, or for the cost of arranging substitute
services. We disclaim any and all loss or liability resulting
from, the following: (1) delays or interruptions in access; (2)
faulty delivery or non-delivery of data; (3) acts of God; (4)
errors, omissions, or misstatements in any information or services
provided under this Agreement; (5) interruption of your Web site
or email service. THE LIMITATIONS OF OUR LIABILITY ARE BY NO MEANS
LIMITED TO THE FOREGOING CONDITIONS. You also agree that we will
not be liable for any interruption of business, or any indirect,
special, incidental, or consequential damages of any kind (including
lost profits), regardless of the form of action. This applies
to damages in contract, tort (including negligence), or otherwise,
even if we have been advised of the possibility of such damages.
In no event shall our maximum liability exceed five hundred Canadian
dollars.
Indemnity
14. You agree to hold us, our agents, contractors,
employees, officers, directors and affiliates innocent from all
liabilities, claims and expenses. You agree to indemnify us, and
to release us completely from these obligations. These obligations
include lawyer’s fees, and the fees or expenses of third
parties, as they relate to or arise under this Agreement, the
services provided under it, or your use of those services. Without
any limitation, we are also indemnified from any infringement
by you of any intellectual property, or of any other proprietary
right of any person or entity. We are also completely indemnified
from the violation of any of our operating rules or policies,
relating to the services provided. If Documental is threatened
with suit by a third party, we may seek written assurances from
you concerning your promise to indemnify us. Your failure to provide
those assurances may be considered by us to be a breach of your
Agreement.
Breach
15. You agree that failure to abide by any provision
of this Agreement, or any operating rule or policy provided by
us, may be considered by us to be a material breach, We may then
provide a written notice, describing the breach, to you. If, within
thirty (30) calendar days of the date of such notice, you fail
to reasonably satisfy us with evidence that you have not breached
your obligations under the Agreement, then we may cancel services
provided to you without further notice. Any such breach by you
will not be excused simply because we did not act earlier in response
to that, or any other breach by you.
Disclaimer of Guarantees
16. You agree and will guarantee that the Information
that you provide to us for services is, to the best of your knowledge
and belief, accurate and complete, and that any future changes
to this Information will be provided to us in a timely manner
according to the modification procedures in place at that time.
You agree that your use of our services is solely at your own
risk. You agree that such services are provided on an "as
is," "as available" basis. Documental expressly
disclaims all warranties of any kind, whether express or implied.
These include, but are not limited to, the implied warranties
of merchantability, fitness for a particular purpose, and non-infringement.
We make no guarantee that the services will meet your requirements,
nor any guarantee that the services will be uninterrupted, timely,
secure, or error free. We do not make any guarantee as to the
results that may be obtained from the use of the services. Nor
do we guarantee the accuracy or reliability of any information.
General
17 REVOCATION: You agree that Documental may cancel services
to you if the information you provided, or subsequently modified,
contains false or misleading information, or if it omits or hides
information that we would probably consider relevant to our decision
as to whether or not to provide services to you.
18. RIGHT OF REFUSAL: Documental, at its sole
discretion, reserves the right to refuse to provide services.
If we do not provide services to you, we agree to refund your
applicable fee(s). You agree that we will not be held liable to
you for losses or damages that may result from our refusal to
provide you with services.
19. SEVERABILITY: You agree that the terms of
this agreement are severable. If any term or provision is declared
invalid or unenforceable, that term or provision will be construed
consistent with applicable law, to reflect as closely as possible
the original intentions of the parties, and the remaining terms
and conditions will remain in full force and effect.
20. NON-WAIVER: If we, at any time, do not require
performance by you of any provision in this agreement, it will
have no effect whatsoever on our full right to require such performance
at any time thereafter. Further, the waiver, by us, of any breach
of any provision of this agreement should not be considered a
waiver of the provision itself.
21. ENTIRETY: You agree that this Agreement,
and the rules and policies published by us, are the complete and
exclusive agreement between you and Documental, regarding our
services. This Agreement overrides any previous agreements or
understandings. This is true regardless of whether those understandings
take the form of established custom, policy, practice, or precedent.
22. GOVERNING LAW: This Agreement is governed
by the laws of the PROVINCE OF ONTARIO, and will be interpreted
and enforced in accordance with those laws. Any action relating
to this Agreement must be brought to the ONTARIO PROVINCIAL COURTS,
located in TORONTO, ONTARIO, CANADA. Acceptance of this Agreement
also means irrevocable acceptance of the jurisdiction of those
Provincial Courts.
23. HEADINGS: The headings in this Agreement
are only for convenient reference, and they do not affect the
construction or interpretation of this Agreement.
24. ACCEPTANCE OF AGREEMENT: You
acknowledge that you have read this Agreement, and that you accept
all of its terms and conditions. You also are not relying on any
representation, guarantee, or statement, other than the ones set
forth in this Agreement.
