- CASL Acknowledgement
- User Agreement
THIS USER AGREEMENT WILL GOVERN THE RELATIONSHIP BETWEEN YOU AND EPILOGUE. AMONGST OTHER THINGS, IT LIMITS EPILOGUE’S LIABILITIES AND LIMITS CERTAIN RIGHTS AND REMEDIES YOU MAY HAVE IN CONNECTION WITH THE SERVICES PROVIDED BY EPILOGUE (SEE ARTICLES 8 & 11). BY AGREEING TO THE USER AGREEMENT, YOU ACKNOWLEDGE AND UNDERSTAND THAT EPILOGUE IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL ADVICE (SEE SECTION 2.5). PLEASE READ THIS ENTIRE AGREEMENT AND ENSURE YOU UNDERSTAND ITS IMPLICATIONS BEFORE INDICATING THAT YOU AGREE TO IT.
Epilogue reserves the right (in its sole discretion) to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time. Epilogue will notify you of any such amendments, restatements, replacements, supplements, or modifications. You should review this Agreement on the Platform regularly for any such amendments, restatements, replacements, supplements, or modifications. By accessing or using the Platform (or any portion thereof) after any such amendments, restatements, replacements, supplements, or modifications, you agree to be bound by, and comply with, this Agreement, as so amended, restated, replaced, supplemented, or modified. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease accessing and using the Platform.
BY MARKING THE “I AGREE” CHECKBOX OR ACCESSING THE PLATFORM (OR ANY PORTION THEREOF) IN ANY MANNER WHATSOEVER YOU: (A) REPRESENT AND WARRANT TO AND IN FAVOUR OF EPILOGUE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (B) COVENANT AND AGREE THAT YOU FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE PLATFORM (OR ANY PORTION THEREOF) AND YOU SHOULD NOT AGREE TO THIS AGREEMENT. IF YOU NOTICE ANY ERRORS IN THIS AGREEMENT YOU SHOULD NOT AGREE TO THIS AGREEMENT AND NOTIFY US OF SUCH ERRORS VIA EMAIL AT HE[email protected] OR VIA THE CONTACT US PAGE OF THE PLATFORM.
ARTICLE 1 – INTERPRETATION
1.1 Definitions. In this Agreement, the following terms will have the respective meanings indicated below:
(2) “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time that applies to this Agreement, the Platform, the Content, Your Content, the Documents, or either Party or is otherwise intended to govern or regulate any Person, property, transaction, activity, event, or other matter in connection therewith, including any rule, order, judgment, directive, or other requirement or guideline issued by any governmental or regulatory authority in any jurisdiction;
(3) “CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada);
(4) “CEM” means “commercial electronic message”, as defined under CASL;
(5) “Charge” means any fee, charge, cost, or expense (other than the Fees) payable by you in connection with the Platform, the Documents, or this Agreement or any agreement, document, or instrument ancillary hereto;
(6) “Claim” means any actual, threatened or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding or any other claim or demand;
(7) “Content” means any and all content provided by Epilogue or any other Person (other than you) by way of the Platform, including editorial content, personal profiles, articles, publications, written materials, pictures, videos, information, events, data, and information related to the Platform and Third Party Services;
(8) “Document” means any document generated by way of the Platform by, for, or on behalf of you, including but not limited to a will, power of attorney, health care directive, affidavit, or social media will;
(9) “Epilogue Mark” means any trademark, corporate name, business name, or other trade name of Epilogue, including EPILOGUE™, and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Epilogue or any of its affiliates;
(10) “Epilogue Property” means: (a) the Platform and the associated look and feel, architecture, layout, interface, templates, and web pages and any and all associated source code or object code or other code that supports the Platform or any part thereof; (b) the Documents (other than any Executed Documents) and any and all associated templates; (c) any and all Content, including any and all: (i) logos, designs, graphics, images, photographs, artwork, and other artistic works; (ii) editorial content, text, data, and other literary works; (iii) musical works, performances, and other sounds; (iv) videos and all audio-visual works; and (v) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing; (d) any and all tangible and intangible property and Intellectual Property of Epilogue or any of its affiliates or licensed to Epilogue or any of its affiliates by any Person, including you (excluding your personal information and the personal information of your Representatives); (e) Epilogue Marks; (f) any and all other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how of Epilogue or any of its affiliates or licensed to Epilogue or any of its affiliates by any Person; (g) any and all information or data of Epilogue or any User (other than you); (h) any and all Feedback; (i) any and all changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the forgoing; (j) any and all information or data generated by or from any of the forgoing (other than your information or data); and (k) any and all Intellectual Property rights in any of the foregoing;
(11) “Event of Default” has the meaning given to it in Section 13.1 (Events of Default);
(12) “Executed Document” means any Document that has been duly executed and witnessed (as applicable) in accordance with Applicable Law;
(13) “Fee” means any fee payable by you to Epilogue in connection with the Platform, the Documents, this Agreement, or any agreement, document, or instrument ancillary hereto, and any other amounts owing by you to Epilogue;
(14) “Feedback” means any and all feedback, suggestions, comments, recommendations, ideas, and materials for improvement provided by you or any of your Representatives to Epilogue or any of its affiliates or any Third party Service Provider or any of their respective Representatives regarding the Platform, the Content, or the Documents (or any portion thereof);
(15) “Force Majeure Event” means an event or occurrence beyond the reasonable control of Epilogue, including acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lock-outs, strikes and slow-downs), court order, or injunction;
(16) “Intellectual Property” means any and all: (a) proprietary rights anywhere in the world provided under patent law, copyright law, trade-mark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, or any other statutory provision or common law principle which may provide a right in: (i) ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how generally, including trade secrets; or (ii) the expression or use of such ideas, formulae algorithms, concepts, inventions technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how; and (b) applications, registrations, licences, sub-licences, franchises, agreements, or any other evidence of a right in any of the foregoing;
(17) “Loss” means any loss, liability, or damage (including taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest, and penalties;
(18) “Party” means either you or Epilogue, as applicable, and “Parties” means both you and Epilogue;
(19) “Payment Method” means a valid financial instrument that you use when paying any Fees, including a valid credit card, debit card, or PayPal account or other method of payment acceptable to Epilogue or any Third Party Payment Processor (in their discretion);
(20) “Person” will be broadly interpreted and means any individual, corporation, partnership, limited partnership, limited liability corporation, association, unincorporated association, trustee, trust, or other entity or organization;
(21) “Platform” means the Site and the Services;
(23) “Representative” means a director, officer, employee, personnel, contractor, subcontractor, agent, or professional advisor of a Person;
(24) “Service” means any service to be provided by Epilogue pursuant to this Agreement or associated with the Site;
(25) “Site” means Epilogue’s website, the URL in respect of which is www.epiloguewills.com together with any other website by way of which Epilogue makes the Services available, including any domains or subdomains thereof;
(26) “Taxes” means any and all sales, use, value added or other taxes, federal, provincial, state, or otherwise, however designated (including HST, GST, and PST), which are levied or imposed by reason of the Platform or any transaction contemplated by this Agreement, except for any taxes based on Epilogue’s net income;
(28) “Third Party Payment Processor” means Stripe, Inc., Partially Inc., or any other Person engaged by Epilogue from time to time to process payments for or on behalf of Epilogue, including with respect to the Fees or Charges or any associated Taxes;
(29) “Third Party Service” means any product or service of, or provided or made available by, any Person (other than either Party) in connection with the Platform, including websites, applications, content, advertisements, promotions, communications, information, or resources;
(30) “Third Party Service Provider” means any Person (other than either Party) providing or making available any Third Party Service, including any Third Party Payment Processor;
(31) “User” means any user that registers with Epilogue for a User Account by way of the Platform;
(32) “User Account” means your Epilogue account in connection with the Platform;
(33) “User Dashboard” means a secure page of the Platform, in which you can view and manage your questionnaire answers, your preferences, your Documents, your product and service needs, and other elements in respect of the Platform;
(34) “Virus” means any programming code, programming instruction, or set of programming codes or instructions (including any code typically described as a virus or by similar terms, including Trojan horse, worm, or backdoor) intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations or that otherwise manifests contaminating or destructive properties or has harmful effects;
(35) “Your Content” means any and all content provided by you by way of or in connection with the Platform or any Epilogue social media accounts, including written materials, pictures, videos, information, data, information, and other materials, including your personal information and information you provide pursuant to fields or prompts on this Site in order for you to obtain a User Account;
(36) “Your Private Content” means any of Your Content which includes your personal information, personal information of third parties provided by you, or other information which you are required to provide on the Platform in order to receive the Services; and
(37) “Your Publicly Shareable Content” means any and all of Your Content other than Your Private Content.
1.2 Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder”, and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion of this Agreement and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement.
1.3 Extended Meanings. In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.
1.4 Currency. Unless and only to the extent otherwise expressly provided in this Agreement or on the Platform, all dollar amounts referred to in this Agreement or on the Platform are stated in Canadian Dollars (CAD).
1.5 Statute References. Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
1.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral, between the Parties. Except as otherwise expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. The execution of this Agreement has not been induced by, nor does either Party rely upon or regard as material, any representations, warranties, conditions, other agreements, or acknowledgements not expressly made in this Agreement.
ARTICLE 2 – LICENCE AND SCOPE OF SERVICES
2.1 Platform. The Platform is an online self-service tool that, among other things, enables users to generate Documents in non-editable, PDF format. The Platform does not constitute, nor is it a substitute for, legal, accounting, tax, or other professional advice.
2.2 Licence. Subject to the terms and conditions of this Agreement, during the Term, Epilogue grants to you a non-exclusive, personal, non-transferable, non-sublicensable, revocable right and licence to access and use the Platform, Content, and Documents only for your own personal non-commercial use (the “Licence”). All rights and licences not so expressly granted are expressly reserved by Epilogue. You may access and use the Platform, Content, and Documents (other than any Executed Documents) only in accordance with the terms and conditions of this Agreement and Applicable Law.
2.3 Services. Subject to and in accordance with the terms, restrictions, and conditions of this Agreement, during the Term, Epilogue will use commercially reasonable efforts to provide the Services. The Services are subject to change from time to time.
2.4 Documents. Subject to the terms, restrictions, and conditions of this Agreement, and subject to payment of the applicable Fees (or the acceptance of terms in respect of the full payment thereof), you will:
(1) have access to the Documents generated by you by way of the Platform and stored within your User Dashboard, in non-editable PDF format;
(2) have the ability to download (in non-editable PDF format), and print copies of such Documents;
(3) have the ability to modify or update such Documents, subject to the limitations of the Platform; for greater certainty, you acknowledge that certain desired modifications and/or updates to your Documents may not be possible on account of the Platform’s restrictions and limitation, and no refund of Fees (or any portion thereof) shall be provided in the event that a change in your circumstances require modifications or updates to your Documents that fall outside the scope of the Platform’s capabilities;
(4) have the ability to apply a printing credit (purchased for a Fee), to have Epilogue print one (1) copy of each of your Documents existing at such time (other than a social media will) and mail said Documents, by regular mail, to a mailing address in Canada provided by you; and
(5) become the owner of any original, unaltered copy of any Document that has become an Executed Document on the condition that no such Executed Document (or portion thereof) may be reproduced for any reason other than your personal use.
2.5 Legal and other Professional Advice Not Provided. You acknowledge and agree that the Services, Content, and Documents do not (in whole or in part) constitute, nor are they a substitute for, legal, accounting, tax, or other professional advice. The Services, Content, and Documents should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose, without receiving advice from a lawyer, accountant, or other relevant professional, as applicable. None of the Services, Content, or Documents is, nor will any of the Services, Content, or Documents be construed as being, in any way whatsoever legal, accounting, valuation, actuarial, insurance, investment banking, financial advisory, credit analysis, or tax filing related advice or any other advice of a similar nature. You should not act, or refrain from acting, on the sole basis of the Services, Content, or Documents. You represent and warrant to and in favour of Epilogue that you have read and understood this Section 2.5 and that:
(1) you have obtained appropriate legal and other professional advice and services in connection with your access and use of the Platform and your Documents or, if you have not obtained such advice and services, it is your opinion that you do not require any such advice and services, including any of the advice and services described in this Section 2.5; and
(2) if at any time you require or you are of the opinion that you may require any legal or other professional advice or services in connection with your access and use of the Platform and your Documents, including any of the advice or services described in this Section 2.5, you have had and will have the opportunity and ability to obtain such advice and services.
2.6 No Solicitor-Client Relationship. You acknowledge and agree that your access and use of the Platform, Content, or Documents does not create a solicitor-client relationship between you and Epilogue or preclude you from consulting with or receiving advice from a lawyer or other professional advisor at any time, including to review any Documents you generate by way of the Platform and provide you with advice relating to their meaning, legal validity, and enforceability.
2.7 Maintenance, Upgrades, and Availability. Epilogue may restrict the availability of the Platform or certain areas or features thereof, as Epilogue may determine in its sole discretion is necessary or desirable, including in view of capacity limits, the security or integrity of the Platform, our servers, third-party servers or capabilities, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Epilogue may improve, enhance, and modify the Platform and introduce new Services at any time and from time to time, which will be subject to such Fees as will be determined by Epilogue and displayed on the Platform.
ARTICLE 3 – USER REGISTRATION
3.1 User Account. In order to access and use the Services by way of the Platform, you must register with Epilogue for a User Account and provide certain required information (including your full legal name), which will also form part of the inputs and information used to produce your Documents. You can register for your User Account by way of the Platform. In order to access your Documents, you must pay the applicable Fees and associated Taxes, or agree to terms acceptable to Epilogue in respect of the payment thereof. You must provide valid, accurate, current, and complete inputs and information during the process of registering your User Account and creating your User Dashboard and keep your User Account and User Dashboard information valid, accurate, current, and complete at all times. You represent and warrant to and in favour of Epilogue that you have the authority to enter into and be legally bound by this Agreement and to grant us all permissions and licences provided in this Agreement. You may not register more than one (1) User Account unless Epilogue authorizes you to do so in writing. You may not assign or otherwise transfer your User Account to any Person without the express written consent of Epilogue. You have the ability to cancel your User Account at any time by using the “Delete Account” feature on the Platform, or by notifying us of your request via email to [email protected] or via the Contact Us page of the Platform. You will immediately notify Epilogue via email to [email protected] or via the Contact Us page of the Platform if you know or have any reason to suspect that your User Account credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your User Account. You acknowledge and agree that:
(1) you are solely responsible for maintaining the confidentiality and security of your User Account and User Account credentials, including your username and password and you will not disclose your User Account credentials to any Person; and
(2) you are liable for any and all activities conducted through your User Account.
3.2 Payment Method. In order to pay for and access your Documents and receive certain Services, you must provide your Payment Method. Your Payment Method will be requested upon check-out. When you provide your Payment Method, you will be asked to provide customary billing information, such as name, billing address, and financial instrument information for use by Third Party Payment Processors to process payments in connection with the Platform. Epilogue does not obtain, store, maintain, or manage your Payment Method. You will be required to provide valid, accurate, current, and complete information when adding your Payment Method and to update and correct your Payment Method as required to ensure that your Payment Method is at all times valid, current, complete, and accurate. If your Payment Method changes as a result of re-issuance or otherwise, we may acquire that information from third parties and update your Payment Method with our Third Party Payment Processors. You authorize our Third Party Payment Processors to store and use any and all information you provide for use in maintaining your Payment Method and charging your Payment Method for any and all Fees, Charges, and associated Taxes. You acknowledge and agree that:
(1) you are solely responsible for the accuracy and completeness of your Payment Method;
(2) failure to maintain valid, current, complete, and accurate information in your Payment Method may result in your inability to access and use the Platform and Documents;
(3) Epilogue is not responsible for any Claims or Losses suffered by you as a result of incorrect Payment Method provided by you or otherwise in connection with your Payment Method; and
(4) Epilogue uses Third Party Payment Processors to access, hold, use, and process your Payment Method to process payments made by you to Epilogue and, in such circumstances, the processing of payments or refunds, as applicable, will be subject to the terms and conditions of the applicable Third Party Payment Processor and your credit card issuer.
3.3 Background Checks. We, or Third Party Service Providers for and on our behalf, may make enquiries we consider necessary to help verify or check your identity or prevent fraud. You authorize Epilogue, or Third Party Service Providers for and on our behalf, to screen you and your Representatives against third-party databases and other sources and request reports from Third Party Service Providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money laundering regulations. This may include requiring you to provide documentation, including a form of government identification (e.g., driver’s licence or passport), your date of birth, your address, corporate registrations, certificates and/or articles of incorporation, and other information, requiring you to take steps to confirm ownership of your email address or Payment Method, screening your information against third-party databases. Epilogue reserves the right to close, suspend, or limit your access to the Platform and your Documents in the event we are unable to obtain or verify any of this information.
ARTICLE 4 – RESTRICTIONS ON ACCESS AND USE OF PLATFORM
4.1 Restrictions on Registering a User Account. In order to access and use the Platform, register a User Account, or generate any Documents, you must be at least 18 years old and you must able to enter into legally binding contracts.
4.2 Restrictions on Access and Use of Platform. You agree to use the Platform, Licence, and Documents only as expressly set out in and permitted by this Agreement. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or in writing by Epilogue, you will not, on your own or with any other Person, directly or indirectly:
(1) cause any Documents to be copied, published, re-published, loaned, sold, licensed, given away, or used in any other automated system, nor will you use any Documents to create, or assist any Person in creating, an automated system similar in nature to Epilogue; provided that copies of any Executed Documents may be made for your personal use only;
(2) access or use the Platform, or any Documents, or any other Epilogue Property (in whole or in part) in any way or for any purpose that violates Applicable Law or any of the terms and conditions of this Agreement or is not expressly permitted by this Agreement;
(3) access or use the Platform, any Documents, or any other Epilogue Property (in whole or in part) for any purpose that violates the rights of Epilogue, any other User, or any other Person;
(4) access or use any portion of the Platform, any Documents, or any other Epilogue Property that is not expressly authorized by Epilogue for use by you;
(5) access or use the Platform, any Documents, or any other Epilogue Property (in whole or in part) for any purpose or in any manner that falsely implies the endorsement of Epilogue, a partnership with Epilogue, or otherwise misleads others as to your affiliation or relationship with Epilogue;
(6) exploit the Platform or any other Epilogue Property (in whole or in part), including by trespass or burdening network capacity;
(7) reproduce the Platform, any Documents, or any other Epilogue Property (in whole or in part) in any form or by any means; provided that hard copies of any Executed Documents may be created for your personal use only;
(8) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast the Platform or any other Epilogue Property (in whole or in part);
(9) permit any other Person to use the Platform, Licence, any Documents, or any other Epilogue Property (in whole or in part) or re-licence or sublicence any of the foregoing (in whole or in part) to any Person;
(10) use the Platform (in whole or in part) in the operation of a service bureau or process or permit to be processed the information or data of any Person;
(12) use the Platform in connection with the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
(13) integrate any software with the Platform or any software associated with the Platform;
(14) modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse engineer, decompile, disassemble, translate or otherwise exploit the Platform, the Platform’s architecture, layout, or design, any associated web page or form contained thereon, any associated templates, software, or source code, or any other Epilogue Property, including any Documents (in whole or in part), including make use of any data schemas or dictionaries, or attempt to do any of the foregoing or allow or enable any Person to do the same;
(15) scrape, whether by way of screen scraping or database scraping, the Platform or any other Epilogue Property (in whole or in part) or use any robot, spider, or crawler or otherwise interact with the Platform or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Epilogue Property (in whole or in part), whether by automatic or manual programs, means, or processes;
(16) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Epilogue or any Person for or on behalf of Epilogue to protect the Platform or any Documents;
(17) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of the Platform or any associated software;
(18) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to the Platform, any Documents, or any other Epilogue Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
(19) dilute, tarnish, or otherwise harm Epilogue’s brand or reputation in any way, including through unauthorized use of the Platform, any Documents, or any other Epilogue Property, registering or using Epilogue or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Epilogue’s domains, trademarks, taglines, promotional campaigns, or any other Epilogue Property; or
(20) violate or infringe any Person’s rights (including Intellectual Property rights) or otherwise cause harm, injury, illness, or death to any Person or any Losses to any tangible or intangible property.
4.3 Compliance with Applicable Law. You acknowledge and agree that you are solely responsible and liable for compliance with Applicable Law and any and all Tax obligations that may apply to your use of the Platform or your Documents. You will not breach or circumvent any Applicable Law or this Agreement.
4.4 Compliance with Privacy Law. You acknowledge and agree that any and all personal information accessible by you, including by way of the Platform, is owned by individuals, may be protected by Applicable Law and will not be used, accessed or disclosed in any way by you without the applicable individual’s consent. To the extent that you collect, use, store, disclose, dispose of, or otherwise handle personal information in the course of performing your obligations pursuant to this Agreement or the Platform, you will do so in accordance with Applicable Law.
4.5 Customer Passwords. You will control and maintain the security of all identification codes and passwords used by you and your Representatives in relation to the Platform and access to the Platform, including your User Account credentials, be solely responsible for all instructions, commitments, and other actions or communications taken under such identification codes or passwords and promptly report to Epilogue any errors or irregularities in the Platform or any unauthorized use of any part thereof.
4.6 Your Content. The Platform may allow for you to upload, post, or otherwise share Your Content to the Platform. You acknowledge and agree that Your Publicly Shareable Content may be visible to third parties, including other Users and any Person accessing or using the Platform. Epilogue reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. You acknowledge and agree that you will not post, upload, or otherwise share any content to the Platform that:
(1) contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other Person;
(2) is obscene, pornographic, violent, or otherwise may offend human dignity;
(3) is abusive, insulting, threatening, discriminatory, or which promotes or encourages racism, sexism, hatred, or bigotry;
(4) encourages any illegal activity, including terrorism, or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
(5) is defamatory or libelous;
(6) unless and only to the extent otherwise expressly permitted by this Agreement, relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;
(7) involves the transmission or distribution of unsolicited CEMs in violation of Applicable Law (including CASL);
(8) contains any spy ware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse, or any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from Epilogue or otherwise;
(9) itself, or the posting of which, infringes any Person’s rights (including Intellectual Property rights and privacy rights); or
(10) shows another Person which was created or distributed without that Person’s express consent.
4.7 Your Licence. By sharing Your Content to the Platform, you represent and warrant to and in favour of Epilogue that you have all necessary rights and licences to do so, and automatically grant Epilogue a non-exclusive, royalty free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Publicly Shareable Content in any way, without notice or compensation to you or your approval, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, marketing, promoting, distributing, and otherwise making available to the general public Your Publicly Shareable Content, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Epilogue may assign, transfer, or sub-licence the above licence to any Person without notice or compensation to you or your approval.
4.8 Other Restrictions. Epilogue may make your access to and use of the Platform or certain areas or features of the Platform subject to additional conditions and requirements, including your proper completion of verification processes, you meeting specific quality or eligibility criteria, or your User history. The access to or use of certain areas and features of the Platform may be subject to separate policies, standards, or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Platform. If there is a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence to the extent necessary to resolve any such conflict or inconsistency with respect to your access to or use of that area or feature, unless and only to the extent otherwise specified in the latter terms and conditions.
4.9 Third Party Features. You acknowledge and agree that Epilogue may from time to time enable features that allow you to authorize certain Third Party Service Providers to take certain actions that affect your User Account. These features will not require that you share your User Account credentials with any other Person. No Person (other than you) is authorized by Epilogue to ask for your credentials.
4.10 Third Party Interactions. In connection with your access and use of the Platform or the Services, you may enter into correspondence with or purchase or participate in Third Party Services. You acknowledge and agree that Third Party Service Providers may require your agreement to additional or different terms and conditions prior to your use of or access to Third Party Services and any such activity and any terms and conditions in connection therewith, is solely between you and the applicable Third Party Service Provider. Epilogue may rely on advertising and marketing supplied through the Platform by Third Party Service Providers for any purpose whatsoever, including for the sole purpose of subsidizing the Platform or Services. By entering into and agreeing to this Agreement, you expressly consent to receive such advertising and marketing. If you do not want to receive such advertising and marketing, you must notify us in writing via email to he[email protected] or via the Contact Us page of the Platform.
4.11 Monitoring. You acknowledge and agree that Epilogue has the right, but no obligation whatsoever, to monitor your access to or use of the Platform and to review, edit, remove, and disable access to any Content or Your Content. You will cooperate with and assist Epilogue in good faith, and provide Epilogue with such information and take such actions as may be reasonably requested by Epilogue, with respect to any investigation undertaken by Epilogue or a Representative of Epilogue regarding the use or abuse of the Platform.
ARTICLE 5 – PAYMENT TERMS
5.1 Fees and Charges. The Fees are as set out on the Platform. Epilogue will have the right, in its sole discretion, to determine the Fees. You agree to pay Epilogue and/or the applicable Third Party Payment Processor the Fees and any and all Charges in accordance with the terms and conditions of this Agreement or the applicable agreement, document, or instrument governing such Charges, as applicable.
5.2 All Sales Final. Unless and only to the extent otherwise expressly stated on the Platform or in this Agreement, all sales are final, any and all Documents generated by the Platform are not returnable after purchase, and refunds will not be provided in respect of any purchased Documents or Services.
5.3 Fee Changes. Epilogue reserves the right to change the Fees and Charges at any time and from time to time. You should review the Platform and this Agreement regularly for any such Fee changes.
5.4 Payment Authorization. You authorize Epilogue and our agents and Third Party Service Providers to charge your Payment Method the Fees, Charges, and associated Taxes. You hereby agree that you will not charge back, annul, or void any payment transactions for Fees, Charges, and associated Taxes, except as and only to the extent permitted by Applicable Law.
5.5 Payment Terms. On or before the purchase or renewal, as applicable, of your Documents or any Services, either we or a Third Party Payment Processor will charge your Payment Method. Except to the extent otherwise expressly provided in this Agreement, we will charge your Payment Method in advance of you gaining access to your Documents or any Services. All Fees are due prior you gaining access to your Documents or any Services, unless alternative payment terms acceptable to Epilogue and available on the Platform have been selected by you, and you agree to pay the Fees in accordance with said payment terms. Once the payment transaction for Fees is successfully completed (or alternative payment terms available on the Platform have been accepted), you will receive a confirmation email and access to your Documents and purchased Services. If Epilogue is unable to collect from your designated Payment Method, you agree that Epilogue may collect payment from you and pursue any rights or remedies available to Epilogue, or deny you access to the Platform and/or your Documents.
5.6 Late Payments. Where you fail to pay any Fees or other amounts pursuant to and in accordance with the terms and conditions of this Agreement, Epilogue will have the right, in addition to any other rights or remedies available to it, to charge, and you will pay, interest on such overdue amounts at the rate of the lesser of:
(1) one and one half percent (1.5%) per month calculated daily and compounded monthly from the date of the invoice; and
(2) the maximum rate of interest permitted by Applicable Law.
5.7 Taxes. The Fees and Charges are exclusive of Taxes. In addition to the Fees and Charges and any other amounts payable pursuant to this Agreement or the Platform, you agree to pay any and all associated Taxes. Any failure to collect monies on account of such Taxes will not constitute a waiver of the right to do so.
5.8 Delinquent Amounts and Charge Backs. In addition to any Fees or other amounts payable pursuant to this Agreement, if there are delinquent amounts or charge backs associated with your Payment Method, you may be charged additional Fees and/or Charges that are incidental to the collection of these delinquent amounts and charge backs. Such Fees and Charges may include collection fees, convenience fees, or other third-party charges. Charge backs may be assessed an administrative fee as may be reasonably required to compensate us for our costs and expenses associated with such charge back.
5.9 Right of Set-Off. Epilogue will have the right to withhold any amounts due and owing to you pursuant to this Agreement or otherwise as a set off of any obligations that are owing by you to Epilogue or any other Claims in connection with this Agreement. If Epilogue, in its sole discretion, believes that it is obligated to obtain tax information from you and you do not provide this information to Epilogue after request is made, Epilogue may withhold payment of any and all amounts owing to you until you provide this information or otherwise satisfy us that you are not a Person from whom Epilogue is required to obtain such tax information.
5.10 Fraudulent Transactions. You acknowledge and agree that Epilogue will not be responsible for any fraudulent transactions between you and any third party. Without limiting the generality of the foregoing, Epilogue reserves the right, but is under no obligation whatsoever, to investigate any transactions in connection with the Platform that we have reason to believe are or may be fraudulent or otherwise illegal and to suspend or refuse to process such transactions. We also reserve the right to work with the authorities in the applicable jurisdictions with respect to any actual or suspected fraudulent or illegal transactions. If you challenge a transaction or payment, you agree to provide Epilogue with any and all assistance reasonably required by us in order to comply with Applicable Law and the rules and policies of any financial institution or other Person affected by such transaction or payment.
5.11 Payment Processing Errors. We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting, as applicable, your Payment Method so that you end up receiving or paying the correct amount. This may be performed by Epilogue or a Third Party Payment Processor or another Person, including your financial institution.
5.12 Invoice Enquiries and Disputes. You agree that you will provide us with notice of any and all invoice enquiries and disputes within sixty (60) days of the invoice date and, with such notice, provide any supporting documentation. After that time, subject to Applicable Law, you will be deemed to have agreed to the contents of the invoice and, to the maximum extent permitted by Applicable Law, you will have no right to challenge or dispute such invoice (in whole or in part). You agree to pay the undisputed portion of any and all invoices in accordance with this Agreement.
5.13 Non-Availability of Payment Services. Epilogue may temporarily restrict the availability of the payment services with respect to the Platform, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of such payment services. Epilogue may improve, enhance, and modify such payment services and introduce new payment services from time to time. Epilogue will provide notice to you of any changes to the payment services, unless such changes do not materially increase your contractual obligations or decrease your rights under this Agreement.
5.14 Third Party Payment Processors. You acknowledge and agree that your Payment Method may involve the use of Third Party Payment Processors that may charge you additional fees when processing payments and refunds in connection with the Platform (including deducting charges from the payment amount). Your Payment Method may be subject to additional terms and conditions imposed by such Third Party Payment Processors. Please review these terms and conditions before using your Payment Method. The payment services with respect to the Platform may contain links to Third Party Payment Processor websites or resources. Your access to or use of certain payment services, including the services of Third Party Payment Processors, may be subject to, or require you to accept, additional terms and conditions. You should review these terms and conditions carefully. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions applicable for a specific payment service, including of a contract with a Third Party Payment Processor, the latter terms and conditions will take precedence with respect to your use of or access to that payment service, unless otherwise specified in such terms and conditions.
ARTICLE 6 – OWNERSHIP
6.1 Epilogue Property. Notwithstanding any other provision of this Agreement, you acknowledge and agree that:
(1) Epilogue Property constitutes Intellectual Property of substantial value to Epilogue, its affiliates, and other Persons, and their respective licensors;
(2) all Epilogue Property is protected by copyright and owned by, or licensed to, Epilogue and contains proprietary information and material owned by Epilogue, its affiliates, and other Persons, and their respective licensors, who in each case reserve all their rights in law and equity, and is protected by Applicable Law, including copyright law;
(3) as between the Parties, Epilogue owns all right, title, and interest in and to Epilogue Property and you will not acquire any right, title, or interest in or to any Epilogue Property unless and only to the extent otherwise expressly granted in writing by Epilogue;
(4) by accessing or using the Platform, any other Epilogue Property, or any Services (in whole or in part) or by displaying, saving, or downloading any Documents or a copy of any Content (in whole or in part), you do not acquire any other right or licence to any of the foregoing (other than the Licence);
(5) other trademarks, service marks, graphics, and logos used in connection with the Platform or any other Epilogue Property are the trademarks of their respective owners and you are not granted any right or licence with respect to any of the foregoing trademarks or any use thereof; and
(6) the use of any Epilogue Property or any of the other foregoing property (in whole or in part), except as expressly permitted pursuant to this Agreement, is strictly prohibited and infringes on the intellectual property rights of Epilogue and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.
6.2 Safeguarding of Epilogue Property. You agree that you will, and will ensure that each of your Representatives will:
(1) not alter, deface, remove, cover-up, or mutilate in any manner whatsoever any trade-mark, copyright or other proprietary notice that Epilogue or any other Person may affix to any Epilogue Property;
(2) not bid on or register search engine keywords, Google Ads or Google Ad Words, search terms or other identifying terms or domain names that include any Epilogue Marks (in whole or in part) or any variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;
(3) not obtain access to any Epilogue Property otherwise than in accordance with this Agreement, and if such access is inadvertently obtained, to forthwith inform Epilogue of such fact and dispose of such Epilogue Property in accordance with Epilogue’s instructions; and
(4) honour and promptly comply with any and all reasonable written requests made by Epilogue to provide assistance in protecting, at Epilogue’s expense, the rights of Epilogue and other Persons in and to Epilogue Property at common law, under federal copyright law and under other federal, state or provincial law or under any international convention and/or treaty (as the case may be).
6.3 Waiver of Moral Rights. You hereby, and will ensure that each of your Representatives will, irrevocably and unconditionally waive any and all moral rights arising under Applicable Law, including the Copyright Act (Canada) or any similar legislation in any applicable jurisdiction or at common law, that you or any of your Representatives may have now or in the future with respect to Your Publicly Shareable Content or any Documents, including any rights you or any of your Representatives may have to have your or their name associated with Your Publicly Shareable Content or any Documents or to have your or their name not associated with Your Publicly Shareable Content or any Documents, any rights you or any of your Representatives may have to prevent the alteration, translation, or destruction of Your Publicly Shareable Content or any Documents, and any rights you or any of your Representatives may have to control the use of Your Publicly Shareable Content or any Documents in association with any product, service, cause, or institution. You agree that this waiver may be invoked by Epilogue or any of its affiliates or any of their respective successors, assignees, designees, or nominees in respect of any or all of Your Publicly Shareable Content or any Documents.
6.4 Feedback. We welcome and encourage you to provide Feedback. You may submit Feedback by contacting us via email to [email protected] or via the Contact Us page of the Platform or by any other means of communication. Any and all Feedback you submit to us will be considered and deemed non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant Epilogue a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish such Feedback for any purpose, without notice or compensation to you or approval by you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Epilogue may assign, transfer, or sub-licence the above licence to any Person, including its affiliates and successors, without notice or compensation to you or approval by you.
6.5 Permission. To seek permission in respect of any activity involving Epilogue Property that is not expressly permitted pursuant to this Agreement, please contact us via email to he[email protected] or via the Contact Us page of the Platform.
ARTICLE 7 – REPRESENTATIONS AND Warranties
7.1 Representations and Warranties. By registering for a User Account, agreeing to the terms and conditions of this Agreement, or accessing or using the Platform or any of the Services or Documents (or any portion thereof), you hereby represent, warrant, and covenant that:
(1) you are at least 18 years of age;
(2) you are duly authorized and have the right, authority, and capacity to accept, agree to, and enter into this Agreement and to be bound by the terms and conditions hereof;
(3) any and all of the information you provide us, including the information you provide us when registering for your User Account and providing your Payment Method is your own personal information and not that of any other person (including any fictitious person) and is and will remain valid, accurate, current, and complete at all times;
(4) any and all information you provide to us, including any and all of Your Content, is owned by you, and you have the absolute right and authority to provide all such information, including Your Content, to us, including for the purposes set out in this Agreement;
(5) none of the information you provide to us, including Your Content, will infringe the Intellectual Property rights of any Person and all contributions by you to such information are original and no parts thereof or their use or distribution will violate any Person’s copyright, patent, or other Intellectual Property rights;
(6) you will correct, update, and amend any and all information you provide to us promptly upon any change to such information to ensure that such information is at all times, valid, accurate, current, and complete;
(7) you and each of your Representatives will at all times comply with all of the terms and conditions of this Agreement;
(8) you and each of your Representatives will give the required notices and comply with the laws, ordinances, rules, regulations, codes, and orders of the authorities having jurisdiction which are or become in force during the performance of your obligations pursuant to this Agreement and which relate to your obligations pursuant to this Agreement;
(9) neither the entering into of this Agreement nor the performance by you of any of your obligations pursuant to this Agreement will contravene, breach or result in any default under any mortgage, lease, agreement, licence, permit, statute, regulation, order, judgment, decree, or law to which you are a party or by which you may be bound;
(10) this Agreement has been duly authorized and entered into by you and is a legal, valid and binding obligation of you enforceable against you and your successors and permitted assigns in accordance with the terms hereof, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(11) each of you and your Representatives is and will at all times throughout the Term remain in compliance with Applicable Law; and
(12) all of the representations and warranties set out in this Agreement will continue to be true and correct throughout the Term.
ARTICLE 8 – EXCLUSION OF WARRANTIES AND DISCLAIMERS
8.1 EXCLUSION OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT, UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THERE ARE NO REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) IN RELATION TO THE PLATFORM, THE SERVICES, OR ANY DOCUMENTS, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT ANY OF THE FOREGOING WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 DOCUMENTS AND LEGAL ADVICE DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
(1) YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR THE INPUTS AND INFORMATION YOU PROVIDE TO GENERATE ANY DOCUMENTS BY WAY OF THE PLATFORM, INCLUDING THE VALIDITY, ACCURACY, CURRENCY, AND COMPLETENESS THEREOF;
(2) THE DEGREE TO WHICH YOU MAY CUSTOMIZE THE DOCUMENTS GENERATED BY WAY OF THE PLATFORM IS LIMITED TO THE INPUTS AND INFORMATION YOU PROVIDE AND THE PROCESSES AND TEMPLATES USED BY THE PLATFORM;
(3) ANY CHANGES TO YOUR PERSONAL OR FAMILY CIRCUMSTANCES MAY RENDER THE DOCUMENTS, THE PLATFORM, AND THE TEMPLATES UNSUITABLE FOR YOUR CONTINUED USE; WE PROVIDE NO GUARANTEE OR ASSURANCE THAT THE PLATFORM WILL BE SUITABLE FOR YOUR ESTATE PLANNING NEEDS OR CAPABLE OF SATISFYING YOUR ESTATE PLANNING NEEDS, IN WHOLE OR IN PART, AT ANY PARTICULAR TIME, INCLUDING UPON YOUR PURCHASE OF THE SERVICES OR AT ANY TIME THEREAFTER; ANY OFFER ASSOCIATED WITH YOUR ABILITY TO MAKE UPDATES TO YOUR DOCUMENTS IS SUBJECT TO THE FOREGOING LIMITATION;
(4) THE GENERATION OF DOCUMENTS BY WAY OF THE PLATFORM IS AN AUTOMATED PROCESS AND DOES NOT INVOLVE ANY REVIEW, OVERSIGHT, OR INTERVENTION BY EPILOGUE OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES OR REPRESENTATIVES, INCLUDING FOR THE PURPOSES OF DETERMINING WHETHER ANY SUCH DOCUMENTS PROPERLY REFLECT YOUR INPUTS OR THE INFORMATION YOU PROVIDED OR ANY SPECIFIC RIGHTS, OBLIGATIONS, OBJECTIVES, INTENTIONS, OR TESTAMENTARY WISHES YOU MAY HAVE;
(5) YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR REVIEWING ANY AND ALL DOCUMENTS GENERATED BY WAY OF THE PLATFORM TO ENSURE THAT SUCH DOCUMENTS PROPERLY REFLECT YOUR INPUTS AND THE INFORMATION YOU PROVIDED AND ANY AND ALL SPECIFIC RIGHTS, OBLIGATIONS, OBJECTIVES, INTENTIONS, AND TESTAMENTARY WISHES YOU MAY HAVE;
(6) THE DOCUMENTS GENERATED BY WAY OF THE PLATFORM AND ANY SERVICES YOU ORDER BY WAY OF THE PLATFORM MAY IMPACT YOUR LEGAL RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS;
(7) THE INTERPRETATION, VALIDITY, AND ENFORCEABILITY OF THE DOCUMENTS GENERATED BY WAY OF THE PLATFORM AND ANY TESTAMENTARY WISHES EXPRESSED THEREIN ARE SUBJECT TO APPLICABLE LAW;
(8) THE TESTAMENTARY WISHES SET FORTH IN THE DOCUMENTS GENERATED BY THE PLATFORM MAY NOT BE VALID OR ENFORCEABLE (IN WHOLE OR IN PART) IN THE EVENT THAT ANY OF SUCH WISHES ARE DETERMINED BY A COURT TO BE INVALID, ILLEGAL, OR CONTRARY TO PUBLIC POLICY;
(9) YOU ARE SOLELY RESPONSIBILITY AND LIABLE FOR SEEKING AND OBTAINING LEGAL ADVICE IN RESPECT OF ANY AND ALL DOCUMENTS GENERATED BY WAY OF THE PLATFORM AND ANY SERVICES OFFERED BY WAY OF THE PLATFORM;
(10) YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY AND ALL DOCUMENTS GENERATED BY WAY OF THE PLATFORM AND ANY SERVICES YOU OBTAIN BY WAY OF THE PLATFORM AND THE MANNER IN WHICH YOUR LEGAL RIGHTS, RESPONSIBILITIES, OBLIGATIONS, AND TESTAMENTARY WISHES MAY BE AFFECTED;
(11) IF A REQUEST IS MADE PURSUANT TO THE PLATFORM TO HAVE EPILOGUE PRINT AND MAIL YOUR DOCUMENTS TO YOU, SUCH DOCUMENTS WILL BE PRINTED “AS-IS” WITHOUT ANY REVIEW OF SAID DOCUMENTS BY US; EPILOGUE SHALL USE ITS BEST EFFORTS TO MAIL YOUR DOCUMENTS TO YOU WITHIN A REASONABLE AMOUNT OF TIME, BUT SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY LOSS OCCASIONED BY ANY DELAYS ASSOCIATED WITH THE MAILING OF YOUR DOCUMENTS, INCLUDING GENERAL MAIL DELAYS OR MAIL STRIKES;
(12) IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT ALL PROCEDURES FOR THE PROPER SIGNING, WITNESSING, AND/OR EXECUTION OF DOCUMENTS (INCLUDING BUT NOT LIMITED TO WILLS, POWERS OF ATTORNEY, HEALTH CARE DIRECTIVES, AFFIDAVITS, AND ANY SIMILAR DOCUMENTS) ARE ADHERED TO IN FULL COMPLIANCE WITH APPLICABLE LAWS, WHETHER OR NOT SUCH PROCEDURES ARE SET OUT FULLY AND ACCURATELY ON THE SITE, IN THE DOCUMENTS, OR IN ANY ACCOMPANYING MATERIALS;
(13) IT IS YOUR RESPONSIBILITY TO CONSULT WITH LEGAL COUNSEL TO CONFIRM THAT THE SIGNING, WITNESSING, AND/OR EXECUTION OF ALL DOCUMENTS HAS BEEN COMPLETED IN SUCH MANNER AS IS NECESSARY TO GIVE SAID DOCUMENTS FULL LEGAL AND BINDING EFFECT IN ACCORDANCE WITH ALL APPLICABLE LAWS; EPILOGUE WILL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ON ACCOUNT OF THE IMPROPER AND/OR INCOMPLETE EXECUTION OF ANY DOCUMENTS; AND
(14) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EPILOGUE WILL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY AND ALL DOCUMENTS GENERATED BY WAY OF THE PLATFORM, INCLUDING WITH RESPECT TO THE SUITABILITY, VALIDITY, OR ENFORCEABILITY THEREOF OR WHETHER ANY SUCH DOCUMENTS PROPERLY REFLECT YOUR INPUTS OR INFORMATION OR ANY SPECIFIC RIGHTS, OBLIGATIONS, OBJECTIVES, INTENTIONS, OR TESTAMENTARY WISHES YOU MAY HAVE.
8.3 GENERAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(1) IF YOU CHOOSE TO USE THE PLATFORM OR ANY DOCUMENTS (OR ANY PORTION THEREOF), YOU DO SO VOLUNTARILY AND AT YOUR OWN RISK;
(2) THE PLATFORM, THE DOCUMENTS, AND ANY AND ALL CONTENT AND INFORMATION REGARDING THE SERVICES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;
(3) ACCESS TO, AND USE OF, THE PLATFORM OR ANY CONTENT OR THE ACCESS AND USE OF THE DOCUMENTS OR ANY SERVICES IS ENTIRELY AT YOUR OWN RISK AND LIABILITY;
(4) EPILOGUE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE PLATFORM, CONTENT, DOCUMENTS AND ANY AND ALL ERRORS, OMISSIONS, OR INACCURACIES IN ANY OF THE FOREGOING;
(5) EPILOGUE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE PLATFORM, DOCUMENTS, OR ANY CONTENT IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR FREE, OR FREE OF VIRUSES;
(6) YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR OBTAINING ANY SOFTWARE, HARDWARE, OR EQUIPMENT REQUIRED OR DESIRABLE FOR YOU TO ACCESS AND USE THE PLATFORM AND ANY ASSOCIATED COSTS AND EXPENSES, INCLUDING ANY AND ALL MOBILE DEVICES, DATA PLANS, AND COMPUTER AND INTERNET FEES;
(7) EPILOGUE WILL NOT BE RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, ANY AND ALL VIRUSES, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS, AND THE ENTIRE COST OF ANY SERVICES, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THE PLATFORM OR ANY CONTENT; AND
(8) EPILOGUE WILL NOT BE RESPONSIBLE FOR EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND EPILOGUE OR BETWEEN YOU AND ANY PERSON (INCLUDING ANY OTHER USER) ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR THE PLATFORM OR ANY WEBSITE, OR ANY COMBINATION THEREOF OR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER OR SYSTEMS RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM.
8.4 INFORMATION DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
(1) THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM, INCLUDING ANY PERSONAL INFORMATION, INFORMATION REGARDING THE SERVICES, FEES, CHARGES, AND RATES, OR ANY INFORMATION MADE AVAILABLE BY ANY PERSON, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY;
(2) THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM SHOULD NOT BE RELIED UPON AS VALID, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE;
(3) TO THE EXTENT THAT THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM IS CURRENT AS OF THE DATE OF FIRST PUBLICATION, IT MAY NO LONGER BE ACCURATE AS A RESULT OF THE PASSAGE OF TIME;
(4) EPILOGUE UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE VALIDITY, ACCURACY, CURRENCY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM OR THE ACTS, OMISSIONS, IDENTITY, OR CREDITWORTHINESS OF ANY PERSON;
(5) EPILOGUE DOES NOT SCREEN IN ADVANCE ANY CONTENT, YOUR CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM; AND
(6) ANY USE BY EPILOGUE OF ANY CONTENT, YOUR CONTENT, OR OTHER INFORMATION ACCESSIBLE BY WAY OF THE PLATFORM DOES NOT CREATE ANY EXPRESS OR IMPLIED APPROVAL BY EPILOGUE OF SUCH CONTENT, YOUR CONTENT, OR INFORMATION, NOR DOES IT INDICATE THAT SUCH CONTENT, YOUR CONTENT, OR INFORMATION COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR APPLICABLE LAW.
8.5 THIRD PARTY DISCLAIMER. THE PLATFORM MAY CONTAIN:
(1) INFORMATION ABOUT THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES;
(2) LINKS TO THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES; AND/OR
(3) EMBEDDED OR INTEGRATED SERVICES OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES.
THIRD PARTY SERVICES MAY INCLUDE PROFESSIONAL SERVICES SUCH AS LEGAL SERVICES, EXECUTOR SERVICES, OR OTHER SIMILAR SERVICES WHICH CAN BE ACCESSED DIRECTLY THROUGH THE PLATFORM.
THIRD PARTY SERVICES MAY BE SUBJECT TO DIFFERENT TERMS AND CONDITIONS AND PRIVACY PRACTICES. ANY INFORMATION PERTAINING TO THIRD PARTIES, THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES, AS WELL AS ANY LINKS OR REFERENCES THERETO, ARE NOT AND SHALL NOT BE CONSIDERED TO BE AN ENDORSEMENT BY EPILOGUE OF SUCH THIRD PARTIES, THIRD PARTY SERVICE PROVIDERS, OR THIRD PARTY SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT EPILOGUE IS NOT RESPONSIBLE FOR AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, AND THIRD PARTY SERVICES INCLUDING THE AVAILABILITY, SUFFICIENCY, OR ACCURACY THEREOF OR ANY FEES OR CHARGES CHARGED BY SUCH THIRD PARTIES.
8.6 THIRD PARTY PAYMENT PROCESSORS DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EPILOGUE WILL NOT BE RESPONSIBLE FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSSES ARISING FROM OR IN CONNECTION WITH ANY ERRORS OR OMISSIONS WITH RESPECT TO PAYMENTS PROCESSED BY THIRD PARTY PAYMENT PROCESSORS OR ANY FEES OR CHARGES (INCLUDING TRANSACTION FEES, CANCELLATION FEES, ADMINISTRATIVE FEES, AND CURRENCY CONVERSION FEES) IMPOSED BY THIRD PARTY PAYMENT PROCESSORS OR YOUR THIRD PARTY PAYMENT SERVICE PROVIDER OR FINANCIAL INSTITUTION, INCLUDING BASED ON YOUR PAYMENT METHOD OR THE CURRENCY OR PAYMENT CHOICES YOU SELECT TO MAKE OR RECEIVE PAYMENTS.
8.7 INTERNET AND TECHNOLOGY DISCLAIMER. DUE TO THE NATURE OF THE INTERNET, EPILOGUE CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EPILOGUE WILL NOT BE RESPONSIBLE FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSSES ARISING FROM OR IN CONNECTION WITH:
(1) LIMITED ACCESS OR INABILITY TO ACCESS THE PLATFORM, ANY WEBSITE, OR ANY APPLICATION DATABASE AS A RESULT OF THE INTERNET, YOUR WEB SERVICES, THE WEB SERVICES OF ANY OTHER PERSON, OR ANY OTHER SHARED NETWORK;
(2) THIRD PARTY SOFTWARE, SERVICES OR PRODUCTS, INCLUDING IMPLEMENTATION OR CONFIGURATION OF APPROPRIATE SECURITY MEASURES RELATING THERETO, NOT DEVELOPED OR PROVIDED BY EPILOGUE;
(3) ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, USER, OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR
(4) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION, OR DESTRUCTION OF INFORMATION OR DATA AS A RESULT OF INFORMATION OR DATA BEING TRANSMITTED BY WAY OF THE INTERNET.
8.8 TRANSLATION DISCLAIMER. TO ASSIST USERS WHO SPEAK DIFFERENT LANGUAGES, CERTAIN CONTENT MAY BE TRANSLATED, IN WHOLE OR IN PART, INTO OTHER LANGUAGES. YOU ACKNOWLEDGE AND AGREE THAT EPILOGUE DOES NOT ENDORSE OR GUARANTEE THE ACCURACY OR QUALITY OF, WILL NOT BE RESPONSIBLE FOR AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL SUCH TRANSLATIONS AND YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING THE ACCURACY OF SUCH TRANSLATIONS.
8.9 APPLICATION OF DISCLAIMERS. THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS, INCLUDING UNDER THE CONSUMER PROTECTION ACT, 2002 (ONTARIO). HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ARTICLE 9 – REVIEWS AND RATINGS
9.1 Your Reviews and Ratings. You may be able to review or rate certain aspects of or your access and use of or your overall experience with the Platform or the Services, which will be prompted through the Platform. Any and all reviews and ratings by you must be genuine and factually accurate and may not contain any offensive, defamatory, or derogatory language or otherwise violate the terms and conditions of this Agreement or Applicable Law. Your reviews and ratings may be displayed or found on the Platform together with other relevant information. You agree that you will not manipulate the reviews and ratings system of the Platform in any manner whatsoever, including by posting or instructing any Person to write or post a positive or negative review or rating about another User.
ARTICLE 10 – INDEMNITY
10.1 Indemnity. To the maximum extent permitted by Applicable Law, you agree to release, indemnify, defend (at Epilogue’s option), and hold Epilogue and its affiliates and their respective Representatives harmless from and against any and all Claims and Losses (including with respect to the enforcement of any legal rights or remedies) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to:
(1) any Event of Default;
(2) Your Content or any other inputs or information provided to Epilogue by you or any of your Representatives, including in connection with your User Account and Payment Method;
(3) any use of your User Account credentials, including identification codes or passwords, regardless of whether such use is authorized by you;
(4) any and all Documents you generate by way of the Platform;
(5) any loss of, damage to, or destruction of Epilogue Property or the property of any other Person (including in connection with the Services) to the extent caused by you or any Person you represent or any of your or their Representatives;
(6) any Taxes;
(7) personal injury (including death), loss, or harm to any Person in connection with the Platform or the Services or any transactions in connection therewith to the extent caused by you or any of your Representatives;
(8) any reviews or ratings posted by you or on your behalf on the Platform; and/or
(9) your negligence or criminal, willful, or intentional misconduct or the negligence or criminal, willful, or intentional misconduct of any of your Representatives.
ARTICLE 11 – LIMITATION OF LIABILITY
11.1 ACKNOWLEDGEMENT OF RISK. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM, CONTENT, OR DOCUMENTS GENERATED BY THE PLATFORM IS AND WILL AT ALL TIMES REMAIN WITH YOU.
11.2 LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EPILOGUE OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT EPILOGUE OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE USE OF OR INABILITY TO MAKE USE OF THE PLATFORM, ANY CONTENT, OR THE DOCUMENTS GENERATED BY THE PLATFORM. IF AND ONLY TO THE EXTENT THAT THE FORGOING LIMITATION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, IN RESPECT OF ANY CLAIM BY YOU AGAINST EPILOGUE OR ANY OF ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY ANY OF THEM OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY WILL BE TO RECEIVE FROM EPILOGUE PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE AMOUNT PAID BY YOU IN RESPECT OF THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
ARTICLE 12 – CLAIMS AND COMPLAINTS
12.1 Claims and Complaints. You may address any Claims or complaints to Epilogue at any time by any method or means of effective communication with Epilogue, including via email to [email protected] or via the Contact Us page of the Platform. Notice of such Claim or complaint will be deemed delivered and received by Epilogue in accordance with Section 16.2 (Notices).
ARTICLE 13 – EVENTS OF DEFAULT AND REMEDIES
13.1 Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default (each, an “Event of Default”):
(1) you fail to pay any sum owing by you pursuant to this Agreement (including the Fees and Charges) by the due date thereof;
(2) you otherwise breach any provision of this Agreement or fail to observe or perform any term, obligation, covenant, condition, or agreement contained in this Agreement;
(3) you commit any act of fraud, negligence, or criminal, willful, or intentional misconduct or violate any regulation, rule, policy or procedure of any other Person in connection with this Agreement or the Platform;
(4) you breach or violate Applicable Law;
(5) you improperly access or engage in any prohibited use of the Platform, Content, or Documents;
(6) you provide any invalid, inaccurate, incomplete, misleading, fraudulent, or outdated information to Epilogue or any other Person, including during the registration of your User Account or Payment Method;
(7) you infringe the Intellectual Property rights of Epilogue or any other Person;
(8) you become or are adjudicated insolvent or bankrupt, admit in writing your inability to pay your debts as they mature, or make an assignment for the benefit of creditors;
(9) you apply for or consent to the appointment of any receiver, trustee, or similar officer for you or for all or any substantial part of your property or such receiver, trustee, or similar officer is appointed without your consent; or
(10) you institute any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment or debt, dissolution, liquidation, or similar proceeding relating to you under the laws of any jurisdiction or any such proceeding is instituted against you or any judgment, writ, warrant, or attachment or execution of similar process is issued or levied against a substantial part of your property.
13.2 Notification upon Default. You will notify Epilogue in writing immediately upon becoming aware of any Event of Default.
13.3 Remedies. If any Event of Default occurs, regardless of whether or not Epilogue is given notice of the same pursuant to section 13.2, Epilogue may take any of the following measures immediately, without notice to you and without prejudice to the enforcement of any other legal right or remedy that Epilogue may have pursuant to this Agreement or at law or equity:
(1) delete or delay or refuse to delete or delay any ratings, reviews, or other Content;
(2) temporarily or permanently revoke any special status associated with your User Account;
(3) cancel, suspend, or limit the provision of any Documents or Services to you (in whole or in part);
(4) cancel, suspend, or limit your User Account, your access to your Documents, or your access to or use of the Platform;
(5) bring an action against you for damages; and/or
(6) terminate this Agreement (in whole or in part).
13.4 Injunctive and Equitable Relief. You acknowledge and agree that:
(1) your compliance with your obligations pursuant to this Agreement is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of Epilogue and its affiliates and third parties;
(2) your breach of any such obligations will give rise to irreparable harm or injury to Epilogue that will not be adequately compensable with monetary damages;
(3) Epilogue may, in addition to any other remedy, enforce the performance of this Agreement by way of equitable relief, including interim, interlocutory and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
(4) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
13.5 Violation of Applicable Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage the Platform, any Content, any website, or any links or to undermine the legitimate operation thereof may be a violation of Applicable Law (including criminal and/or civil laws) and should such an attempt be made, Epilogue reserves the right to seek damages from you to the maximum extent permitted by Applicable Law.
13.6 Remedies Cumulative. All rights and remedies of Epilogue pursuant to this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to Epilogue, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise.
ARTICLE 14 – TERM AND TERMINATION
14.1 Term. The term of this Agreement will begin on the date you accept and agree to this Agreement and will continue and remain in full force and effect until the date on which either Party terminates this Agreement or your User Account in accordance with this Agreement (the “Term”).
14.2 Termination by You. You may terminate this Agreement at any time by providing notice of such termination to Epilogue.
14.3 Termination by Epilogue. Without prejudice to enforcement of any other legal right or remedy that Epilogue may have pursuant to this Agreement or at law or equity, Epilogue may terminate this Agreement and/or any rights or licences granted hereunder or in connection herewith (including the Licence) and/or your access to the Platform (in whole or in part):
(1) at any time without reason or liability and for convenience upon thirty (30) days’ prior written notice to you; and
(2) immediately and without notice if: (a) an Event of Default occurs; (b) Epilogue has reason to believe that you are not authorized to act for and on behalf of or legally bind the Person you purport to represent; or (c) Epilogue believes in good faith that such termination is reasonably necessary to protect Epilogue Property or the personal safety of any User or any other Person.
14.4 Death or Incapacity. If your executor or legal representative (as the case may be) advises us that you are deceased or incapable of managing property (pursuant to Applicable Law), and furnishes to us satisfactory evidence of the same (including evidence of such death or incapacity as well as evidence of such person’s legal authority to act), we may, at our sole option, either terminate this Agreement or suspend your User Account.
14.5 Effect of Termination. If this Agreement is terminated by either Party or if you cancel your User Account or if Epilogue terminates, cancels, suspends, or restricts your access to the Platform or your User Account, you will not be entitled to a restoration of your User Account or any of Your Content, you may not be able to register a new User Account or access or use the Platform (and any and all licences constituted thereby or granted in connection therewith) will be automatically cancelled and you may not be eligible or entitled to a refund of any Fees or other amounts payable pursuant hereto.
14.6 Survival of Covenants. Notwithstanding the termination of this Agreement for any reason whatsoever, the covenants set out in ARTICLE 1 (Interpretation), Section 2.8 (Commercial Electronic Messages and CASL), ARTICLE 4 (Restrictions on Access and Use of Platform), ARTICLE 6 (Ownership), ARTICLE 7 (Representations and Warranties), ARTICLE 8 (Exclusion of Warranties and Disclaimers), ARTICLE 10 (Indemnity), ARTICLE 11 (Limitation of Liability), ARTICLE 12 (Claims and Complaints), ARTICLE 13 (Events of Default and Remedies), ARTICLE 14 (Term and Termination), ARTICLE 15 (General), and any other terms and conditions of this Agreement necessary for the proper interpretation of this Agreement will survive any such termination.
ARTICLE 15 – GENERAL
15.1 Force Majeure. Any delay or failure of Epilogue to perform its obligations pursuant to this Agreement will be excused if the delay or failure is caused by a Force Majeure Event, provided that notice of delay (including anticipated duration of the delay) will be given by Epilogue to you within ten (10) days of Epilogue becoming aware of such Force Majeure Event.
15.2 Notices. Any notices or other communications permitted or required pursuant to this Agreement will be provided in accordance with Applicable Law, including electronically and given:
(1) by Epilogue to you via email to the email address in your User Account; and
(2) by you to Epilogue via email to [email protected] or via the Contact Us page.
Such notice will be deemed to be delivered and received (in the absence of evidence of prior receipt) on the earlier of (a) the date that the sending Party receives an email from the receiving Party acknowledging receipt (provided that an automatic “read receipt” does not constitute acknowledgment for the purposes of such notice) and (b) the next business day following the date of transmission.
15.3 Assignment. Neither this Agreement nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of Epilogue. Epilogue may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, to any Person without notice to you.
15.4 Waiver. The waiver by Epilogue of a breach or default of any provision of this Agreement by you or any delay or omission on the part of Epilogue to exercise or avail itself of any of its rights, remedies, powers, or privileges will not be effective unless in writing and will not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.
15.5 Severability. In the event that any provision (or any portion of a provision) of this Agreement will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in this Agreement in regards to that particular jurisdiction.
15.6 Enurement. This Agreement will enure to the benefit of and be binding upon each of the Parties and their respective legal executors, legal representatives, heirs, successors and permitted assigns.
15.7 Relationship. Nothing in this Agreement or your use of the Platform will be deemed to constitute either Party as an agent, representative, or employee of the other party or both Parties as joint venturers or partners for any purpose.
15.8 No Third Party Rights. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.
15.9 Governing Law. The interpretation, validity, effect, and enforcement of this Agreement, and any and all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law. For greater certainty, the foregoing laws apply to the access and use of the Platform and the Documents (in whole or in part) by you, notwithstanding your domicile, residency, or physical location, or the location of any Epilogue office or any Representative of Epilogue. The United Nations Convention on Contracts for the International Sale of Goods (CISG) or any similar or successor convention or law, will not be applied to this Agreement or any transactions conducted pursuant to the Platform. The Platform is intended for use only in jurisdictions where it may be lawfully provided for use.
15.10 Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in any action or proceeding involving or in connection with the Platform or this Agreement and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
15.11 Jury Trial Waiver. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to a trial by jury in respect of any and all disputes arising from or in connection with the Platform or this Agreement.
15.12 Legal Advice. You represent and warrant to and in favour of Epilogue that you are entering into this Agreement freely and voluntarily having had an opportunity to thoroughly review and understand this Agreement and to seek legal advice as to the meaning of the provisions contained herein, and you hereby confirm that you are acting of your own free will and not under any duress or undue influence.
15.13 Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
15.14 Contact Us. If you have any questions regarding this Agreement, please contact us via email to he[email protected] or via the Contact Us page of the Platform.
Last updated: October 20, 2022.
BY CLICKING THE BUTTON LABELED “I AGREE” , YOU HEREBY AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.