DOMUSDRAFT TERMS AND CONDITIONS OF USE

THESE TERMS AND CONDITIONS OF USE (THE “AGREEMENT”) GOVERNS YOUR USE OF THE WEB APPLICATION (DEFINED BELOW) PROVIDED BY DOMUS LEGAL INC., AND/OR ITS AFFILIATES (“DOMUSDRAFT”). BY ACCESSING OR REGISTERING FOR THE WEB APPLICATION, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.

NOTE: THIS IS THE ONLY AGREEMENT BETWEEN YOU AND DOMUSDRAFT GOVERNING YOUR USE OF THE WEB APPLICATION, AND THIS AGREEMENT SHALL SUPERSEDE ANY OTHER TERMS OF USE OR LICENSE AGREEMENT THAT MAY APPEAR DURING THE INSTALLATION OR DOWNLOADING OF THE WEB APPLICATION.

IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, “YOU” AND “YOUR” REFER HEREIN TO THAT BUSINESS.

IF YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT, OR YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR BUSINESS, DO NOT ACCESS, OR OTHERWISE USE THE WEB APPLICATION.

1. DEFINITIONS. “Web Application” means the version of the DomusDraft product, service, technology identified on the Web Application landing page or invitation message (the “Cover Page”), whether labeled as alpha, beta, pre-release, preview or otherwise, provided to you by DomusDraft under this Agreement. 

The Web Application may include any enhancements, updates, upgrades, derivatives or bug fixes to such product, service or technology and any documentation, add-ons, templates, sample data sets or hardware devices as provided by DomusDraft.

“Data” means the raw data you upload or submit to the Web Application and the processed result of the raw data generated by you using the Web Application.

“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to DomusDraft in connection with your use of the Web Application. Feedback does not include Data, unless submitted or communicated by you to DomusDraft as part of Feedback.

“Internal Purposes” means internal business use with your systems, networks, devices and data for the purpose of the provision of professional legal services in connection with a lawyer (or paralegal) – client relationship.

2. WEB APPLICATION LICENCE. Subject to your compliance with the terms and conditions of this Agreement, DomusDraft grants you a non-exclusive, non-sublicensable, nontransferable, revocable, limited license during the term of the Agreement to use a single copy of the Web Application at your principal office in a secure location, only in connection with and solely for the Internal Purposes.

3. LICENSE RESTRICTIONS. Except as expressly authorized in this Agreement or by DomusDraft, you will not, and will not permit any third party to: (i) access or use the Web Application for any other purposes than the Internal Purposes (ii) aside from Internal Purposes, any uses related to competitive analysis, commercial, professional, or other for-profit purposes are expressly prohibited; (iii) copy the Web Application (except as required to run the Web Application and for reasonable backup purposes); (iv) modify, adapt, or create derivative works of the Web Application; (v) rent, lease, loan, resell, transfer, sublicense or distribute the Web Application to any third party; (vi) use or offer any functionality of the Web Application on a service provider, service bureau, hosted, Web Application as a service, or time sharing basis; (vii) decompile, disassemble or reverse-engineer the Web Application or otherwise attempt to derive the Web Application source code, algorithms, methods or techniques used or embodied in the Web Application; (viii) disclose to any third party the results of any benchmark tests or other evaluation of the Web Application, or (ix) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Web Application; (x) interfere with or disrupt servers or networks connected to any website through which the Web Application provided; or (a) use the Web Application to collect or store personal data about any person or entity. Any consultant, contractor, or agent hired to perform services for you may operate the Web Application on your behalf under these terms and conditions, provided that: (b) you are responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to you; (c) such use is only in connection with your Internal Purposes; (d) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (e) you remain fully liable for any and all acts or omissions by such third parties related to this Agreement. Any violation of this Section shall be a material breach of this Agreement subject to immediate termination of this Agreement for which no notice from DomusDraft shall be required.

4.OWNERSHIP. DomusDraft, its suppliers and/or its licensors own all worldwide right, title and interest in and to the Web Application, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer Web Application, Web Application design, Web Application code, Web Application architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing. Except as expressly stated in this Agreement, DomusDraft does not grant you any intellectual property rights in the Web Application, and all right, title, and interest in and to all copies of the Web Application not expressly granted remain with DomusDraft, its suppliers and/or its licensors. The Web Application is copyrighted and protected by the laws of the Canada and other countries, and international treaty provisions. You acknowledge that the Web Application is licensed and not sold.

5.FEEDBACK. DomusDraft, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the Web Application or any related or subsequent versions of such Web Application. In the event DomusDraft uses your Feedback, you grant DomusDraft an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any DomusDraft product, service, technology, content, material, specification or documentation. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require DomusDraft to comply with any additional obligations with respect to any DomusDraft product or service that incorporates your Feedback.

6. DATA. You hereby grant DomusDraft a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data. DomusDraft (or its sublicensees) may exercise such license for purposes of providing, maintaining, repairing, administering and improving the Web Application or in developing new products or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. You represent, warrant and agree that the Data and other materials you provide or make available to DomusDraft will include only information relevant to the Web Application and the use thereof and will not include any personally identifiable information or any protected health data. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the Web Application and for your conduct while using the Web Application. You acknowledge and agree that: (a) you will evaluate and bear all risks associated with the use of any Data; (b) you are responsible for protecting and backing up the Data; (c) you are responsible for protecting the confidentiality of any Data; and (d) under no circumstances will DomusDraft be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. DomusDraft has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.

7.WARRANTY DISCLAIMER. THE WEB APPLICATION IS PROVIDED “AS IS”. DOMUSDRAFT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW. DOMUSDRAFT SPECIFICALLY DOES NOT WARRANT THAT THE WEB APPLICATION WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE WEB APPLICATION WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. 

8.NO RELIANCE. DomusDraft has no obligations about any forward-looking statements made in connection with or in the course of providing the Web Application. Forward-looking statements are statements regarding future DomusDraft events, product offerings, product performance, customer uses or the expected financial performance of DomusDraft. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially.  DomusDraft does not assume any obligation to update any forward-looking statements made during the Web Application project.  In addition, any information about our roadmap outlines our general product direction and is subject to change at any time without notice.  It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment.  DomusDraft undertakes no obligation either to develop the features or functionality described in the forward-looking statement or to include any such feature or functionality in a future release, including those you are reviewing as a part of this Web Application. You expressly acknowledge that the Web Application may contain defects or deficiencies which may not be corrected by DomusDraft, that the Web Application may undergo significant changes prior to release of the corresponding generally available final version.

9.LIMITATION OF LIABILITY. IN NO EVENT WILL DOMUSDRAFT BE LIABLE TO YOU FOR ANY COMPENSATORY, NON-COMPENSATORY, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE WEB APPLICATION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE WEB APPLICATION, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT DOMUSDRAFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, DOMUSDRAFT WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE WEB APPLICATION FUNCTIONS OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE WEB APPLICATION. DOMUSDRAFT’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100.00). 

10.PRIVACY. You acknowledge that DomusDraft and its providers may obtain information and data from you in connection with your registration, installation, and use of the Web Application, including, without limitation, personal information. DomusDraft may also collect and process technical and related environmental or performance information about your use of the Web Application (which may include, without limitation, data ingest volume, search concurrency, number of unique user log-ins, Internet protocol addresses, operating system, configuration information, application Web Application, session duration, page view, operational use, and other such information) and use this information to support and troubleshoot issues, provide updates, analyze trends and improve DomusDraft’s products or services. You hereby consent to DomusDraft and its providers maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any, in conformity with DomusDraft Privacy Policy, which may be updated from time to time). You further consent to receiving electronic communications and notifications from DomusDraft in connection with your use of the Web Application.

11. CHOICE OF LAW AND DISPUTES. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, as if performed wholly within the province and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Ottawa, Ontario and the parties hereby consent to personal jurisdiction and venue therein.

12. GENERAL. All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. You acknowledge that DomusDraft may assign, subcontract or delegate any of its rights or obligations under this Agreement. 

Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. 

This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the Web Application and Confidential Information and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter. 

This Agreement is limited to the use of Web Application and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with DomusDraft. 

Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. 

The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions.

The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.

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