Terms of Use

Estateably Terms of Service

These terms of services (together with the applicable Services Documentation, the “Terms of Services”) constitute a legal agreement between the entity or the professional (as applicable) that agrees to these Terms of Services (the “Customer”; “you”) and Estateably Inc., a corporation with a registered address at C-211-1001 Lenoir Street, Montreal (Québec), H4C 2Z6 (“Estateably”, “we”, “us”, “our”).

Please read the following Terms of Services carefully before accessing or using our Services (as defined below), as they contain important information on your obligations while using the Services. The Terms of Services also inform you on our liability towards you and the warranties or disclaimers that apply to our Services.

If you wish to use our Services, you must accept and agree to be bound by and comply with these Terms of Services. Continued use of any of our Services indicates your continued acceptance of the Terms of Services. If you do not agree with these Terms of Services, you must not use our Services.

These Terms of Services define the legal relationship between you and us in connection with the Services. If you have any questions related thereto, you can reach us at legal@estateably.com.

1. DEFINITIONS

In these Terms of Services, terms beginning with a capital letter, but not defined, have the meanings given to them in the above terms.

• “Account” means the account(s) that you acquire as part of your access to and use of our Services.
• “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Terms of Services. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Anonymized Data” means any Usage Data, Customer Data and other data generated by the Services which have been processed through an industry-standard de-identification technology or method and which, as a result, does not relate anymore to an identified or identifiable natural or moral person. For the avoidance of doubts, Anonymized Data does not include Personal Data or Confidential Information that can be directly linked to a company, organization or other person.
• “Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, clients, properties, affairs or finances of the Disclosing Party or its affiliates, including proprietary information and trade secrets. Confidential Information must be indicated as confidential information, or it must be clear at the time of the disclosure that the information ought to be handled as Confidential Information. Confidential Information may also include information of a third party that is in the Disclosing Party’s possession and is disclosed to the Receiving Party under this Agreement.
• “Customer Data” means any (i) Personal Data; (iii) Customer’s Confidential Information; and (iii) data generated by or submitted through the Services by Customer (including by End Users). Notwithstanding anything to the contrary in these Terms of Services, Anonymized Data and Usage Data shall not be considered Customer Data.
• “Customer Mark” means any of Customer’s trademark, trade name, service mark, dress mark, design, industrial design, logo, domain name, or other indicators of the source or origin of any of Customer’s product or service, to the extent those are provided, submitted or otherwise shared with us by you or your End User in the course of the Services.
• “Data Derivative Work” means any and all data, derived data, derivative work, data model, algorithm and any other outputs resulting from the processing of data through algorithmic processing or other software processing.
• “End User(s)” means each user who is authorized by you to use and access the Services via your Account, including you if you are an individual.
• “Estateably Documentation” means the documentation and other material made available to Customers (and End Users) in connection with our provision of the Services, including Services specifications and descriptions that are publicly available on our website.
• “Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semi-conductor chip or mask work law, or any other statutory provision or civil or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
• “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirements of any federal, provincial, territorial, state, municipal or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
• “Notification Email Address” means the email address provided by you upon creation of your Account, which address is designated to receive notices from us.
• “Personal Data” means any information that would meet the definition of “personal information” or “personal data” (or similar nomenclature) under applicable Law and that is (i) submitted through the Services by you or your End Users or (ii) collected or generated by the Services about End Users.
• “Quote” means the applicable quote describing certain Services, which has been prepared by Estateably and electronically accepted by Customer.
• “Representatives” means a party’s affiliates, subsidiaries, resellers, agents and subcontractors, as well as the respective employees, directors, officers and developers of each of these third parties, and those of the concerned party, as the case may be;
• “Security Breach” means any act or omission that materially compromises the security, confidentiality or integrity of Personal Data.
• “Services” means the software-as-a-service platform known as Estateably, made available by us through or in connection with the website available at https://app.estateably.com/, which includes web tools and a platform that empowers trust and/or estate professionals to digitize their practices through automation and enhanced compliance while facilitating practice-wide collaboration, and that provides related features which may be available depending on  the plan to which you subscribe, and as further described in the Estateably Documentation. The Services include all technologies developed by us (software, hardware, algorithms, code, processes, user interfaces, know-how, techniques, models, designs and other technical or information material, whether tangible or intangible). The Services also include (i) system administration, hosting, system management and system monitoring activities performed by us in connection with the web interface made available by us and (ii) technical support and maintenance, substantially as described in Article 5 hereof.
• “Services Documentation” means collectively the Quote(s) and any notices about specific Services added, activated and/or used through your Account. The Services Documentation may refer to specific Estateably Documentation from time to time.
• “Urgent Security Issue” means any (i) use of the Services in contravention of these Terms of Services by an End User; (ii) Security Breach; or (iii) situation reasonably requiring Estateably to act immediately to prevent or mitigate security risks, including to install important security patches.
• “Usage Data” means data captured and/or generated by the Services about statistics, trends, performance and analytics, such as page views, performance statistics, errors occurrences, and electronic attributes of devices, such as browser name and version, operating system and country. Usage Data is generally used to improve our Services, monitor performance and understand popular features.

2. OUR SERVICES
   • Services; Eligibility

Subject to and conditioned on your payment of applicable Fees and compliance with these Terms of Services, we will provide the Services and make the Services available to you during the Subscription Term, as applicable, the whole substantially in accordance with these Terms of Services.

Only Canadian and American registered trust and estate professionals who are certified, registered and/or accredited members of the professional body or association (as applicable) in place in the jurisdiction in which they provide their services are eligible to create an Account, and consequently, to access and use our Services.

You represent and warrant that (i) you are a Canadian and/or American certified/registered/accredited member of the professional body or association (as applicable) of trust and estate professionals in place in the jurisdiction in which you provide your services; and (ii) all your End Users are at least sixteen (16) years of age.

• Modifications to Services

We reserve our rights to make changes to the Services. In case of a material change, we will notify you by appropriate means. Modifications to the Services shall not materially and adversely affect the performance of the Services in accordance with these Terms of Services.

We may need to modify these Terms of Services to adapt to new technologies, functionalities, regulatory requirements or otherwise based on our legitimate business needs. If we need to amend these Terms of Services, we will advise you through the Notification Email Address. If you continue to use the Services after such notice, we will consider that you accept the amendments to these Terms of Services. You may object to such modifications to these Terms of Services by reaching out to us at legal@estateably.com and if you/     we cannot agree to a mutually acceptable modification, you may exercise your right to termination with cause pursuant to Section 18.

3. YOUR OBLIGATIONS AND RESPONSIBILITIES
   • Professional Liability

You hereby represent and warrant that, while using our Services and during the Subscription Term, to only adopt behaviours that do not infringe applicable Laws or damage, in any way, legally protected positions and, in particular, to strictly comply with all respects to the code(s) of ethics, deontological code(s), or any other ethics guidelines in force and applicable to members of your professional body or association (as applicable) in your jurisdiction(s).

• Acceptable Use

You represent and warrant that you will use the Services only for lawful purposes and in accordance with the foregoing rules. You agree that you will deploy commercially reasonable efforts to cause your End Users to use the Services in accordance with these rules. You shall remain entirely liable for all acts and omissions by your End Users, and any act or omission by such End User that would constitute a breach of these Terms of Services if taken by you will be deemed a breach of these Terms of Services by you.

You hereby represent and warrant that, unless expressly authorized in writing by us, you and your End Users will not use the Services in any manner:

• that is prohibited by Law or regulation or our policies made available to you, including these Terms of Services;
• that will disrupt third parties’ use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data other than as permitted under these Terms of Services and has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of-services and distributed-denial-of-services attacks);
• that uses the Services to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability;
• that results in (A) the sharing of credentials, identifiers and passwords among End Users or among End Users and third parties and (B) the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than End Users), including through any time-sharing service, service bureau, network or by any other means;
• that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services or any portion of the Services;
• that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services underlying technology by any means whatsoever;
• that involves penetrating our security, including, without limitation:
  • by posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;
  • by interfering with the proper working of the Services;
  • by attempting to hack any security requirements or processes in the use of the Services;
  • by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which you are not authorized to access;
  • by attempting to disrupt in any manner the operation of the Services, its servers or network;
  • by disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
  • by manipulating identifiers to disguise the origin of any content transmitted or uploaded on to the Services, or the source of any content;
  • by modifying or altering the Services in any unauthorized manner.

(collectively, the “Abuses”).

You hereby agree and acknowledge that an indirect or attempted violation of this Section 3(b) shall be considered an Abuse. If we discover that you (or your End Users) are about to commit any Abuse (including by facilitating an Abuse), we may suspend part or all of the Services pre-emptively with or without prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry to reasonably determine if the suspension of Services should be maintained.

• Account

You are responsible for maintaining your Account credentials confidential, and Estateably shall not be responsible if an Account is compromised. If credentials have been compromised, you must block these credentials and trigger a reset of the credentials as soon as practicable and contact us to advise us that credentials have been compromised so that we can conduct reasonable inquiries. You agree to collaborate with us for such inquiries.

• Administration of Services

You are responsible for understanding the settings, privileges and controls for the Services and for controlling whom you permit to become an End User and what are the settings and privileges for such End User. Estateably shall not be responsible for managing End Users, settings and controls available as part of the Account.

You agree to notify us without undue delay if your Notification Email Address changes. If you fail to do so, we shall have no liability for notices or communications that are not received by you.

4. INTERRUPTION AND SUSPENSION OF SERVICES

Notwithstanding anything to the contrary, we reserve our rights to suspend, with or without notice, part or all of the Services for Urgent Security Issues, including any Accounts involved in such Urgent Security Issue, if applicable.

We may, at our sole discretion and at any time, suspend the provision of the Services if necessary to comply with any applicable Law.

5. SUPPORT

We provide technical support through a form available on our online help center, and within the Services. You can also e-mail us at support@estateably.com. Support requests that require follow-ups and maintenance work are classified per priority. Some requests may be addressed in subsequence releases of our Services, such as minor bug fixes and technical issues with reasonable workarounds. We respond to support requests available during office hours (9 AM to 5 PM ET), excluding statutory holidays in Quebec (Canada).

6. SERVICES DOCUMENTATION; FEES; TAXES;
   • Services Documentation; Approval

The Services Documentation shall contain a description of the Services delivered to be delivered to the Customer, the Subscription Term and the payment terms (including frequency, amounts and method(s) of payment).

The Services Documentation is approved upon (a) electronic acceptance of such documentation; or (b) Customer accessing or using the Services following the issuance or display, through the user interface of the Services, of such Services Documentation  (“ Approval”).

Services Documentation shall have precedence over these Terms of Services in case of a conflict between the Services Documentation and the Terms of Services.

Change orders can also be used to modify Services Documentation on a case-by-case basis, as required by Customer and accepted or confirmed in writing by Estateably.

Notwithstanding anything to the contrary in these Terms of Services, Estateably may revise the Fees before each Renewal Subscription Term. If Estateably decides, at its sole discretion, to modify the Fees, Estateably shall notify Customer at least sixty (60) days before the end of the then-current Subscription Term by sending an email to the Notification Email Address.

• Fees; Payments; Reimbursements

You agree to pay us the fees as described in the applicable Services Documentation  as consideration for our provision of the Services, the whole in accordance with this Article 6 and the payment terms set forth in such applicable Services Documentation  (the “Fees”). All Fees are in Canadian dollars, unless indicated otherwise in such documentation .

In order to access and/or use the Services, Customer shall pay the Fees. You hereby authorize us to debit the Fees from your credit card, and represents and warrants that you have provided us with accurate and true financial information as required for us to do so. Your further represent and warrant that you will inform us without undue delays of any changes to your financial information that would refrain us from doing so. You shall be responsible for any fees resulting from your failure to inform us of any changes, or for the fees engendered by Estateably if your payment is refused for any reason. Notwithstanding the foregoing, Estateably shall have no obligation to make such payment method available to Customer, and different payment methods may be available to Customer depending on the terms and conditions of the Services Documentation. We may change our billing options at any time by advising you at your Notification Email Address at least thirty (30) days in advance.

Subject to applicable Laws, and except if the Services are terminated by us without cause pursuant to Section 18, the Services are non-reimbursable, and we have no obligations to refund any Fees already paid by you to us for any reasons whatsoever.

• Taxes

If Estateably is required by Law or by administration thereof to collect any applicable taxes from Customer, Customer shall pay such taxes to Estateably concurrent with and in addition to the  payment of the Fees (and any other financial considerations payable pursuant to these Terms of Services), unless Customer qualifies for an exemption from any such applicable taxes, in which case, Customer shall, in lieu of payment of such applicable taxes to Estateably, deliver to Estateably such certificates, elections or other documented required by Laws or the administration thereof to substantiate and effect the exemption claimed by Customer. Where Estateably is not required by Law or the administration thereof to collect applicable taxes, Customer shall pay such taxes directly to the appropriate taxing authority and shall provide evidence of such payment to Estateably upon request.

Customer shall make all payments under these Terms of Services without any deduction or withholding for or on account of any taxes (“Tax Deduction”) unless a Tax Deduction is required by Law. If a Tax Deduction is required by Law then (i) where such Tax Deduction relates to any tax other than an income tax imposed on Estateably’s net income, the relevant amount payable by Customer hereunder shall be increased to the amount that would, following any required Tax Deduction, result in Estateably receiving the amount that would have been received if no Tax Deduction were required; (ii) Customer shall, promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify Estateably accordingly and (iii) Customer shall timely remit the amount of such Tax Deduction to the appropriate taxing authorities. Customer will use commercially reasonable efforts to mitigate, reduce, or eliminate any Tax Deduction (including, but not limited to, by taking advantage of any reduced rate of tax provided for by any applicable international agreement for the avoidance of double taxation then in force).

7. TERM

The term of these Terms of Services begins upon the first Approval and continues for as long as a Service is active or is used by you (the “Term”).

If applicable, the subscription terms, which may vary from one component of the Services to the other, begin respectively on the date stipulated in the applicable Services Documentation and ends at the end of the time period stipulated in the Quote (each, a “Subscription Term”). If applicable, and except if otherwise indicated in the applicable Services Documentation, the Subscription Term shall renew automatically for one (1) year unless indicated otherwise by either party at least thirty (30) days before the end of the then current Subscription Term (each a “Renewal Term”). 

8. INTELLECTUAL PROPERTY

We shall remain the sole and exclusive owner of all right, title, and interest, including all Intellectual Property, in and to the Services and the Estateably Documentation and in our and to our Confidential Information. Notwithstanding anything to the contrary, Estateably shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Customer (or its End Users) to Estateably, so long as they relate to the Services (the “Feedback”), and Customer hereby assign to Estateably, without limitation of any kind, all of its rights, titles and interests therein, Estateably accepting such assignment. At our reasonable request and expense, you will complete and execute all necessary documents and take such other actions as we may reasonably require in order to assist us to acquire, develop and maintain our Intellectual Property in the Feedback.

Customer shall remain the sole and exclusive owner of all right, title, and interest into its Intellectual Property.

9. CONFIDENTIAL INFORMATION
   • Exclusions

Confidential information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure, or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

• Obligations

The Receiving Party acknowledges and agrees that the Confidential information is proprietary information of the Disclosing Party, and may constitute Intellectual Property of the Disclosing Party, whether or not any portion thereof is or may be validly copyrighted or patented. The Receiving Party shall only use the Confidential Information of the Disclosing Party for the purposes set forth in these Terms of Services and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own confidential information.

The Receiving Party shall take all reasonable steps necessary to ensure that the Confidential Information of the Disclosing Party is not made available or disclosed by it or by any of its Representatives to any third person except (i) as required by applicable Law, including a valid court order; (ii) with the prior written consent of the Disclosing Party or (iii) as authorized or reasonable inferred from these Terms of Services. The Receiving Party will use due diligence to ensure that its Representatives are subject to the same obligations of confidentiality as it does.

The Receiving Party shall not make copies or reproductions of the Confidential Information of the Disclosing Party (in any medium) except as required for the purpose of these Terms of Services (including for backups and business continuity purposes).

• Obligation upon Termination

Upon the termination of these Terms of Services for any reason, the Receiving Party shall promptly either return all Confidential Information in its possession to the Disclosing Party or destroy such Confidential Information, at the option of the Disclosing Party.  Notwithstanding the foregoing, the Receiving Party is authorized to keep copies as required to comply with applicable Law, for its corporate records or as part of business continuity, in which case, the Receiving Party shall ensure the confidentiality and integrity of such Confidential Information as long as it is under the Receiving Party custody and securely delete such Confidential Information as soon as reasonably possible.

10. PERSONAL DATA
    • Collection, Use and Disclosure of Personal Data

You hereby agree and acknowledge that we use, collect and disclose Personal Data in accordance with our Privacy Policy.

Customer shall be responsible for complying with applicable Law to the collection, use and disclosure of Personal Data through the Services. Without limiting the generality of the foregoing, you represent and warrant that you have all proper consents or that you are relying on another legislative basis to allow us to collect, receive, use and disclose Personal Data as set forth in our Privacy Policy, and as required to perform the Services.

We will deploy commercially reasonable efforts to assist you to respond to individual privacy rights requests, such as the right to access or correct Personal Data. If we receive such requests about your End Users, we will advise you without further delay. The parties agree to collaborate in good faith as necessary to respond to such requests in accordance with the Law, and as otherwise required to comply with the Law.

• Security Breach

In the event of a Security Breach, we will notify you without undue delay upon becoming aware of a Security Breach affecting Personal Data through the Notification Email Address, providing you with sufficient information to allow you to meet your obligations to report or inform individuals or the authorities. If such information is not available at the time of such notice, we will follow up as the information becomes available. We may notify third parties directly without first obtaining your prior written consent, if we are required to do so pursuant to applicable Law or if this method of notification is more appropriate in the circumstances.

11. LICENCES
    • Licences to Customer Marks

You hereby grant us a royalty-free, non-exclusive, non-transferable, non-sublicensable right and licence to use the Customer Marks as necessary to provide the Services during the Term and publicity purposes in accordance with Section 12.

• Licences to Customer Data

You hold all rights, title and interest in and to all Customer Data, subject to the licence granted hereinafter. You hereby grant us an revocable (but only pursuant to these Terms of Services), fully-paid, non-exclusive, royalty-free, limited and worldwide licence to aggregate, anonymize, reproduce, distribute, and otherwise use and display the Customer Data as may be necessary for us to provide the Services to you, to comply with applicable Law, to generate Anonymized Data and Data Derivative Work and to exercise our rights and obligations under these Terms of Services.

(c)            Other Data

Notwithstanding anything to the contrary in these Terms of Services, Estateably shall own all right, title and interest, including any and all Intellectual Property rights, in and to all Anonymized Data, Data Derivative Work and Usage Data and to the extent that, otherwise, such ownership is not permitted or possible under Applicable Law, you hereby grant Estateably a perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide and irrevocable right and license to Process Anonymized Data, Data Derivative Work and Usage Data for the purposes of research and development, fundamental research, to provide and improve the Services and to develop new software and services.

• Licences to Reports

The Services may include the provision of reports, forms or similar outputs (each a “Report”). Unless otherwise set forth in the applicable Services Documentation, Estateably hereby grants to Customer a non-exclusive, worldwide and irrevocable licence to reproduce, print, download and use all such Reports solely in accordance with this Terms of Services and for your and your Representatives’ business purposes. This licence shall survive the Term.

• Licences to the Services

Subject to these Terms of Services, including the payment of applicable Fees, we hereby grant you, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable, revocable (but only pursuant to these Terms of Services) right and licence to access and use (and allow your End Users to access and use) the Services for legitimate business purposes. All rights not expressly granted hereunder are reserved by Estateably. End Users may only use the Services provided Customer remains liable for its End Users.

12. PUBLICITY

You hereby agree that we may (i) publicly use your name and logo alongside the names and/or logos of other customers on our website, client lists, proposals, investor presentations and sales presentations; and (ii) that each party will get the prior written consent of the other party before issuing any press release

You can reach us at legal@estateably.com to withdraw your consent provided pursuant to this Article 12.

13. REPRESENTATIONS AND WARRANTIES

We represent and warrant that the Services will substantially conform to the applicable Estateably Documentation and will be performed in a professional manner.

In addition to the other representations and warranties provided for in these Terms of Services, you represent and warrant that (i) all of your End Users are at least sixteen (16) years of age and (ii) you are have not previously been suspended or removed from the Services; (iii) you are and will remain, during the Subscription Term, a certified, registered and/or accredited member of the professional body or association (as applicable) of trust and/or estate professionals in place in the jurisdiction in which you provide your services and have all the required training, certification and other qualifications to provide the services you will provide through the Services.

Each party represents and warrants that (x) it has the power and authority to enter into these Terms of Services and (z) it will comply with all applicable Law in connection with the provision or use of the Services, as the case may be.

14. INDEMNIFICATION
    • Estateably Indemnification

Estateably shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s Canadian or US patents, trademarks, copyrights, or trade secrets, provided that Customer promptly notifies Estateably in writing of the claim, cooperates with Estateably, and allows Estateably sole authority to control the defense and settlement of such claim.

If such a claim is made or appears possible, Customer agrees to permit Estateably, at its sole discretion, to (i) modify or replace the Services, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If Estateably determines that neither alternative is reasonably available, it may terminate those Terms, in their entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

This Section 14(a) will not apply to the extent that the alleged infringement arises from: (w) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Estateably or authorized by Estateably in writing; (x) modifications to the Services not made by Estateably; (y) Customer Data; or (z) third-party material.

• Customer Indemnification

You hereby agree to indemnify, defend (at our option) and hold us harmless (including our Representatives) from and against any and all Losses resulting from any Third-Party Claim directly or indirectly arising out of, related to, in connection with or resulting from: (i) your breach, or alleged breach of Sections 3, 8, 9, 10 and/or 13; (ii) Customer Marks; and/or (ii) your negligence, fraud and willful misconduct.

• Sole Remedy

This Section 14 sets forth Customer’s sole remedies and Estateably’s sole liability and obligation for any actual, threatened, or alleged claims that the services infringe, misappropriate, or otherwise violate any Intellectual Property rights of any third party.

15. DISCLAIMER

Except as provided in these Terms of Services, (i) we do not warrant that the Services will be uninterrupted or error free; (ii) we do not make any warranty as to the results that may be obtained from the use of the Services; (iii) Estateably is the sole authorized person to make any representations or warranties on its behalf; (iv) the Services are provided on an “as is”, “where is”  and “as available” basis; (v) to the maximum extent permitted by Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any outputs or information (including a Report) provided as a by or as a result of using the Services; and (vi) we expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Unless stated otherwise in these Terms of Services, you hereby waive your rights in any of the foregoing warranties, representations or conditions, whether express or implied.

Customer is solely responsible for the accuracy, truthfulness and quality of Customer Data and any content, advice or information directly or indirectly delivered through or passed through the Services by Customer (or its End Users). We exercise no control over and accept no responsibility for the accuracy, truthfulness and quality of such advices and of Customer Data, including, without limitation, violations of Intellectual Property, applicable Law and privacy rights.

You acknowledge and agree that any outputs (including Reports) produced by or obtained from the Services (or the use thereof) are for informational purposes only. We do not have any liability whatsoever for business or professional decisions resulting from such outputs. You must ensure the outputs are accurate and consistent. The Customer is responsible, at our entire exoneration, for the issue, content and format of the Reports that it publishes and transmits to third parties according to its own procedures. The generation or automation of Reports which may be available through the Services does not in any way exempt the Customer from being aware of the applicable Laws governing such documents and, if necessary, to ask for recommendations from a professional.

We do not operate the networks of, or have any control over the operations of, the wireless or other communications service providers through which you may access the Services. Accordingly, (a) we disclaim all responsibility and liability for or relating to your use of any such providers to access the Services and (b) we cannot guarantee the privacy or security of wireless data transmissions.

No other oral advice, written or electronically delivered information given by us or our Representatives shall create any warranty.

The Services may contain links to third party websites or content. We are not responsible for third party websites or content.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by Law, neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, in connection with the performance of the Services, or the performance of any other obligations under these Terms of Services, even if a party is aware of the possibility of occurrence of such damages.

Notwithstanding anything to the contrary, to the maximum extent permitted by Law, our total liability to you for any damages arising out or in connection with these Terms of Services, whether arising by statute, contract tort or otherwise, will not exceed the amounts paid by you pursuant to the applicable Services Documentation during the twelve (12)-month period preceding the event which gave rise to such damages.

17. FORCE MAJEURE

Except as it relates to the payment of the Fees, neither party shall be liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake or other natural disaster, strike or other labor disputes, acts of war, acts of civil disobedience, denial-of-services and distributed-denial-of-services, ransomware and other cyber-attacks that are not caused or facilitated by negligence (a “Force Majeure”). Any delay resulting from a Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost by reason by such cause. For instance, if the Services are unavailable for a period of two (2) weeks as a result of a Force Majeure, then the Subscription Term shall automatically be extended by two (2) weeks. The parties shall advise each other as soon as possible in the event of a Force Majeure.

18. TERMINATION
    • Termination

We may suspend or terminate the Terms of Services (or a specific Service or component thereof) for cause (i) upon a thirty (30) day prior written notice of a material breach of the Terms of Services to the other party, if such breach remains uncured at the expiration of such period; or (ii) immediately upon a written notice if

1. Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors
2. Customer refuses a modification to these Terms of Services as further described under Section 2(b);
3. Customer or an End Users commits an Abuse as described under Section 3(b), if Estateably has conducted a reasonable inquiry confirming that the Abuse was committed;
4. If Customer fails to pay overdue Fees as described under Section 6(b).
5. If there is no reasonable chance that the material breach of these Terms of Services by the other party can be resolved within the thirty (30) days notice referred to in the first paragraph of this Section.

For greater precision, if a Quote is terminated and no other Quote or Service is active, these Terms of Services shall also be terminated.

Customer may terminate these Terms of Services without cause at any time, being understood that Fees already paid to us will not be reimbursed in such case.

We may terminate these Terms of Services without cause subject to a ninety (90) days written notice to you, being understood that you will only be liable to pay the Fees on a pro-rata basis of the actual Services provided to you before the termination date.

If the Services are terminated for any reason, Customer agree to pay to Estateably, in proportion to the agreed Fees in the Quote, the actual work performed up to the termination date of the Terms of Services (or the relevant Quote).

• Effects of Termination

If these Terms of Services are terminated for any reason or expire, then: (i)  except as otherwise set forth in these Terms of Services, the rights granted by one party to the other shall terminate immediately; (ii) you shall have a limited access to the Services for a limited period of thirty (30) days during which you may extract your Customer Data; (iii) Customer shall immediately cease all use of any Services and within thirty (30) days, return to Estateably, or at Estateably's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Estateably Confidential Information; (iv) Estateably may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course in accordance with Estateably’s Data Retention Policy and for so long as required by Applicable Law; and (v) Estateably may disable all Customer access to the Services.

If Customer requests in writing no later than thirty (30) days following the effective date of expiration or termination, subject to last paragraph hereof, Estateably shall, within a reasonable time following such expiration or termination, deliver or make available to Customer the then most recent version of Customer Data maintained by Estateably for Customer to export such data, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination, including any expenses and fees, on a time and materials basis, for Estateably’s services in transferring such Customer Data.

The provisions of Sections 8, 9, 10, 11(c), 11(d), and 12 to 20  hereof will survive the Term or the termination of these Terms of Services for any reason.

19. GOVERNING LAW; DISPUTE RESOLUTION
    • Governing Law

The validity, construction and performance of these Terms of Services and the legal relation between you and us shall be governed by and constructed in accordance with the Law of Quebec, Canada, and the federal Law applicable therein, without giving effect to any choice or conflict of law provision or rule (whether in Quebec or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Quebec, Canada. Specifically excluded from application to the Terms of Services is that law known as the United Nations Convention on the International Sale of Goods.

Subject to Sections 19(b) and 19(c) hereunder, any legal suit, action or proceeding, arising out of the Terms of Services or any transactions hereunder shall be instituted exclusively in Montreal, Quebec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

• Mediation

Any dispute between the parties arising from the application or interpretation of the Terms of Services that is not resolved within thirty (30) days from a written notice of dispute being given by one party to the other party shall be referred to mandatory mediation. The parties must participate in good faith in at least one (1) mediation session by delegating a person in authority to participate. The mediator shall be selected jointly by the parties acting reasonably. The mediation shall be conducted in French or English in the City of Montreal, Province of Quebec, or through electronic means as agreed upon between the parties. The parties shall be responsible for their own costs relating to the mediation and shall share equally the other costs associated with the mediation, such as professional fees.

If the Parties settle the dispute through mediation, they shall jointly draft a document setting out the terms of such settlement. This document, once signed, will be irrevocably binding on the parties, and may be subject to homologation by a competent court in Montreal, Quebec, Canada.

• Arbitration

Subject to the mediation provisions set out above, if any dispute, controversy or claim arising out of or relating to these Terms of Services including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of arbitration shall be Montreal, Québec, Canada (unless agreed otherwise in writing between the parties). The language of the arbitration shall be French or English, at the parties’ choice. There shall be a sole arbitrator selected jointly between the parties, or if the parties cannot agree, by a judge of the Superior Court of Québec, in Montreal, Quebec, Canada. The arbitrator shall have at least five (5) years of experience in commercial law and in the field of technology such as software-as-a-service.

The arbitrator must select its award from one of the final offers made by each of the Parties, in its entirety and without modification. The arbitrator must provide detailed reasons for its award. An oral hearing need not be held, and the parties may submit their observations in writing. There will be no appeal from the decision of the arbitrator on questions of fact, law or mixed fact and law. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. The costs of the arbitration shall be divided equally between the parties, and each party shall bear its own costs of representation. Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

The arbitration proceedings and awards shall be considered Confidential Information.

20. GENERAL PROVISIONS

These Terms of Services is subject to changes at our sole discretion. When we change these Terms of Services, we will update the “Latest update” above. Changes to these Terms of Services will only affect your and our respective rights and obligations from and after the effective date of such changes. Quotes can only be amended by a change order executed by both parties. If your Notification Email Address changes, you shall advise us without delay of such change.

The waiver of a breach of any provision of these Terms of Services will not operate or be interpreted as a waiver of any other or subsequent breach.

If any provision of these Terms of Services is in violation of any Law, or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions.

These Terms of Services describe the entire understanding of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.

The parties have required that these Terms of Services and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.

We may assign these Terms of Services, in whole or in part, at any time in the context of a bona fide corporate reorganization, a sale of our assets, a merger and acquisition or bankruptcy filings. You may not assign these Terms of Services, or part of it, to any other person without our prior written approval, which shall not be withheld unreasonably. Any attempt by you to assign these Terms of Services without our consent is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the Services.

May 30, 2022