The following are the terms and conditions that will govern Opstart’s provision of the Services through the Website and the Mobile App. By accessing the Website or Mobile App, or using the Services, User, agrees to be bound by the terms of this Agreement. This Agreement does not apply to any third party websites or applications that can be accessed through the Website. The use of each third party website or application shall be subject to its own terms and conditions of use.
1. Definitions:
“Agreement” means the Terms and Conditions of Use contained in this document.
“Government Entity” means (i) any federal, provincial, local, municipal or other government; (ii) any governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, entity or self-regulatory organization and any court or tribunal); (iii) any agency, authority, board, bureau, commission, department or office of any nature whatsoever of any federal, provincial, local, municipal or other government; (iv) any officer or official exercising authority on behalf of the above.
“Mobile App” means any mobile software application provided by Opstart.
“Opstart” means Opstart, Inc. and any of its subsidiaries.
“Services” means the name search services, business registration services, incorporation services and other business related services offered on the Website or the Mobile App.
“Subscriber” means any User that opens an online account with Opstart.
“User” means any individual or corporation that accesses the Website or Mobile App or orders the Services. When the User is a corporation, the obligations of the User shall extend to the corporation’s officers, directors, representatives, employees, agents or contractors who use the Website or Mobile App or request the Services on behalf of the corporation. Notwithstanding the foregoing, the Grant of License shall not extend to a corporation’s officers, directors, representatives, employees, agents or contractors acting in their personal capacity.
“Website” means https://opstart.ca, http://blog.opstart.ca, and http://info.opstart.ca.
2. Ownership of Intellectual Property: Opstart owns all right, title and interest in all materials displayed or transmitted on the Website or Mobile App, including but not limited to software, the underlying HTML code, text, photographs, images, illustrations, video and audio clips, graphics, databases and the selection and organization of information, including copyright, intellectual property and other proprietary rights. These rights are subject only to the ownership of information and data provided by Government Entities and third-party suppliers in connection with the provision of the Services and any third-party links, video and audio clips, photographs and images that are posted on the Website or Mobile App.
3. Trademarks: The term ‘Opstart’ is a trademark of Opstart. All other products, services, logos, descriptive marks and company names mentioned in the Website, Mobile App or in any documents provided by Opstart as part of the Services may be trademarks of their respective Owners. Use of any trademark displayed on the Website, Mobile App or in any documents without the written consent of the owner is prohibited.
4. Grant of Licence: Opstart grants to User a non-exclusive, non-transferable licence to use this Website or Mobile App to request the Services solely for its business purposes and only in accordance with and subject to this Agreement.
5. Restrictions on the Use of Services:
(a) The Services are provided solely for the use of User. User shall not provide access or use of the Services to other persons or entities.
(b) User shall not adapt, reproduce, translate, modify, decompile, disassemble, reverse engineer or otherwise interfere with any software, applications or programs used in connection with the Website or Mobile App.
(c) User shall not post or transmit any information or software containing a virus, “cancelbot”, “Trojan horse”, “worm” or other harmful or disruptive component or commit any act which may compromise the security of the Website of Mobile App in any way.
(d) User shall not remarket or sublicence the Services or in any way grant rights to the Services to any other party.
(e) User shall not alter the contents or format of the Services or merge them with other data or reports for commercial resale.
(f) User shall not file, or attempt to file or enter, information that is false or misleading.
(g) In using the Services, User shall comply with all laws and government regulations, including those relating to or concerning the Website, Mobile App and the Services.
6. User and Subscriber Responsibilities
(a) User shall be responsible for acquiring, installing, operating and maintaining, at User’s own risk and expense, any computer(s), mobile device(s), communications facilities and communications equipment or software required to access the Services from the internet.
(b) User shall be responsible for ensuring that it complies with the restrictions on use of the Services.
(c) User shall cooperate with Opstart and other authorities in the investigation of suspicious or potentially illegal use of the Services.
(d) User is solely responsible for ensuring the accuracy and completeness of any electronic forms or other input prepared by User and submitted through the Service.
(e) Subscriber shall be responsible for protecting the username and password provided by Opstart from unauthorized disclosure or use. Subscriber shall immediately notify Opstart of any unauthorized use of its username or any other security breach relating to the use of the Website or Mobile App.
7. Payment for Services and Refunds:
(a) The fees for the various Services provided are posted on the Website or Mobile App. Charges will include fees paid to Opstart and may include government disbursement charges and payments to third party service providers.
(b) Opstart shall have the right to change the prices for the Services at any time with or without notice to User.
(c) User shall not be eligible to receive a refund for Services once the filled electronic forms or other User input has been processed by Opstart or has been submitted to a third party supplier or Government Entity for processing.
(d) User shall send any requests for refunds by email to info@opstart.ca. If request is received before the information has been processed by Opstart or submitted to a third party for processing, Opstart will refund the full price of the Services ordered.
(e) Under no circumstances shall User request a chargeback or reversal of a credit card transaction from its financial institution. Any attempt to chargeback shall be a violation of the terms of this Agreement.
8. Release of Information
(a) User hereby represents and warrants that it has the authority or express permission to provide and release to Opstart all information needed to perform the Services. User represents and warrants that it is in compliance with applicable privacy legislation concerning the release of the information that it provides to Opstart.
(b) The User authorizes Opstart to disclose or share any information provided and otherwise collected to authorized third parties in order to deliver the Services.
9. Warranty, Disclaimer and Limitation of Liability:
(a) UNLESS EXPRESSLY REQUIRED BY APPLICABLE LAW, OPSTART DISLCAIMS ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING THOSE OF PERFORMANCE OR MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT FUNCTIONALITY AND PERFORMANCE OF THE SERVICE WILL MEET USER’S REQUIREMENTS. OPSTART PROVIDES THE WEBSITE, MOBILE APP AND THE SERVICES ON AN “AS IS” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPSTART DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (II) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, UP-TO-DATE OR RELIABLE.
(b) OPSTART SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF USER’S NEGLIGENT CONDUCT ARISING FROM ITS USE OF THE WEBSITE, MOBILE APP OR THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPSTART SHALL NOT BE LIABLE FOR ERRORS OR INACCURACIES IN THE INFORMATION USER PROVIDES TO OPSTART.
(c) OPSTART SHALL NOT BE LIABLE FOR ANY CONTENT ACCESSED THROUGH ANY LINKS TO THIRD PARTY WEBSITES OR APPLICATIONS THAT ARE POSTED TO THE WEBSITE. OPSTART MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT OF SUCH WEBSITES OR APPLICATIONS.
(d) OPSTART MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING INFORMATION OR DATA FROM THIRD-PARTY SUPPLIERS OR GOVERNMENT ENTITIES THAT IT PASSES ON TO THE USER. OPSTART SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY NEGLIGENT ACTS OR OMISSIONS OF ANY THIRD-PARTY THAT PARTICIPATES IN THE SUPPLY OF THE SERVICES, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY GOVERNMENT ENTITY OR THIRD-PARTY SUPPLIER OF OPSTART.
(e) OPSTART SHALL NOT BE LIABLE FOR ANY VIRUSES OR OTHER DAMAGE TO ANY SOFTWARE PROGRAMS, COMPUTERS, MOBILE PHONES OR COMMUNICATIONS DEVICES THAT ARISE FROM USER ACCESSING THE WEBSITE, MOBILE APP OR THE SERVICES.
(f) OPSTART SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF THE USER OR OF ANY THIRD-PARTY CLAIMED AGAINST THE USER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, LOST OR DAMAGED DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS, HOWEVER DERIVED, EVEN IF OPSTART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(g) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY USER FOR THE SERVICES MINUS THE AMOUNT PAID TO GOVERNMENT ENTITIES AND THIRD-PARTY SUPPLIERS IN CONNECTION WITH THE PROVISION OF THE SERVICES.
(h) Neither Opstart nor any of its employees provide legal or financial services or advice. Information contained on the Website or MOBILE APP does not any way constitute legal advice. Users are encouraged to seek legal and professional advice as appropriate before making decisions related to the Services. OPSTART MAKES NO REPRESENTATIONS CONCERNING THE ACCURACY OR RELIABILITY OF THE INFORMATION POSTED ON the website or the Mobile App.
10. Indemnification: User will indemnify and hold Opstart and its officers, directors, employees, consultants, representatives, agents and suppliers harmless from and against any and all claims, actions, suits or other proceedings, including all legal costs, which any Person or Government Entity may assert against Opstart by reason of or as a consequence of User’s use of the Website, Mobile App or the Services.
11. Termination:
(a) If the User is a Subscriber, Opstart may disable Subscriber’s account and discontinue the Services provided thereunder immediately if Subscriber (i) fails to pay Opstart’s fees immediately after they become due; or (ii) breaches the terms or conditions of this Agreement or fails to meet any of its obligations hereunder.
(b) If the User is not a Subscriber, Opstart shall have the right to refuse any future orders of the Services and prohibit access to the Website or Mobile App if User: (i) fails to pay Opstart’s fees immediately after they become due; or (ii) breaches the terms and conditions of this Agreement or fails to meet any of its obligations thereunder.
(c) Opstart may disable Subscriber’s account and/or refuse User’s future orders of the Services and prohibit access to the Website, Mobile App and the Services for any reason upon 30 days’ written notice.
12. Survival: Any terms which by their nature are intended to survive the termination of this Agreement shall continue in full force and effect after termination, which terms shall include, but not be limited to Section 3 (Restrictions on the Use of Services), Section 8 (Release of Information), Section 9 (Warranty, Disclaimer and Limitation of Liability) and Section 10 (Indemnification).
13. Governing Law: This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts in the City of Toronto, in the Province of Ontario.
14. Assignment: User may not assign, sublicense or otherwise transfer this Agreement and any rights arising therefrom in whole or in part without Opstart’s prior written consent. Opstart may transfer or assign this Agreement and the rights or obligations hereunder without User’s consent.
15. Privacy: Opstart is in compliance with the Personal Information Protection and Electronic Documents Act provisions governing the use, collection and disclosure of personal information. Please see the Opstart Privacy Policy, which may be amended from time to time by Opstart in its sole discretion by the posting of a notice on the Website.
16. Waiver: In the absence of express written notice to the contrary, Opstart’s delay in or failure to exercise any right or remedy under this Agreement shall not be construed as a waiver of any such right or remedy. Opstart’s waiver of any right or remedy under this Agreement in a single instance shall not be deemed to be a waiver of any right or remedy available thereafter.
17. Modifications: Opstart may from time to time, in its sole discretion or as required by law or by a Governmental Entity, change the content, format or functionality of the Website, Mobile App or the Services. This Agreement may also be amended from time to time in Opstart’s sole discretion upon notice to User posted on the Website. Continued use of the Website, Mobile App or the Services after amendments to the Agreement have been posted shall be considered to be an acceptance of the terms of the amended Agreement.
18. Force Majeure: Opstart shall not be responsible for any delay in or failure to deliver or perform its obligations to the extent that such failure or delay is due to events or circumstances outside of its control, including but not limited to war, terrorism, fire, flood, acts of God, strikes, lockouts, labour disputes, acts of third parties and acts of Government Entities.
19. Notices: All notices must be sent in writing to Opstart at:
Opstart, Inc.
12764 Yonge Street
Richmond Hill, Ontario
L4E 1A3
20. Headings: The headings used in this Agreement are included reference purposes only and do not in any way alter the rights and obligations of the parties or otherwise affect the terms of this Agreement.
21. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties concerning the matters dealt with herein. All previous agreements, understandings and representations, whether written or oral, between the parties have been superseded by this Agreement. There are no conditions, covenants, agreements, representations, warranties or other provisions, expressed or implied, relating to the subject matter contained herein other than those set forth in this Agreement.
22. Severability: Any provision of this Agreement which is invalid or unenforceable shall be ineffective only to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement without invalidating or affecting the remaining provisions of this Agreement, which remaining provisions shall remain in full force and effect.
