TERMS OF SERVICE

ACCEPTANCE OF TERMS

By creating an account, accessing, or using the DueData Corp. platform and services ("Service"), you ("User" or "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Service.

1. DESCRIPTION OF SERVICE

DueData Corp. operates a Software-as-a-Service (SaaS) platform that provides electronic due diligence services, including data aggregation, search services, document retrieval from government and third-party databases, compliance research, and related information services.

1.1 Service Features

• Access to aggregated data from various government and third-party sources
• Search and retrieval tools for due diligence research
• Document management and reporting capabilities
• Account management and transaction history

1.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with or without notice. We may also impose limits on certain features or restrict access to parts of the Service without notice or liability.

2. ACCOUNT REGISTRATION AND SECURITY

2.1 Account Creation

To use the Service, you must create an account by providing accurate and complete information. As a condition of using the Service, you represent, covenant, and warrant that:

• You have reached the age of majority in your jurisdiction of residence
• You possess the legal authority to create a binding legal obligation
• You will use the Service in accordance with these Terms and not for personal, family, or household purposes
• All information supplied by you is true, accurate, current, and complete

2.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring your account information remains current and accurate

2.3 Account Suspension and Right to Refuse Service

We may suspend or terminate your account if you violate these Terms, engage in fraudulent activity, or if your account remains inactive for 90 days or more. We retain the right, at our sole discretion, to deny you use of the Service at any time and for any reason, including your violation of these Terms.

3. ACCEPTABLE USE POLICY

3.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights
• Transmit harmful code, viruses, or malicious software
• Attempt to gain unauthorized access to our systems
• Use automated tools to access the Service without permission
• Resell or redistribute our services without authorization
• Use the Service to harass, abuse, or harm others

3.2 Data Usage Restrictions

You agree to:

• Use search results and data only for legitimate business purposes
• Not attempt to reverse-engineer our data sources or methodologies
• Comply with any third-party data usage restrictions
• Verify critical information with original sources when required

4. FEES AND BILLING

4.1 Pricing

All fees are listed in Canadian Dollars (CAD) and are subject to change with 30 days' notice. Current pricing is available on our platform or by contacting customer support.

4.2 Payment Terms

• Subscription fees are billed in advance
• Usage-based fees are typically invoiced weekly (generally on Mondays) for fees incurred in the most recently completed week
• All invoices are due upon receipt
• If payment is not made within 15 days after due date, we may charge interest on past due amounts at the rate of 15% per annum, or the maximum amount permitted under applicable law, whichever is lower
• Important: Fees are incurred immediately upon submission of a search, and searches are non-cancellable and non-refundable

4.3 Payment Methods

We accept major credit cards, bank transfers, and other payment methods as displayed during checkout.

4.4 Taxes

You are responsible for all goods and services tax (GST), harmonized sales tax (HST), provincial sales tax (PST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges imposed by any federal, provincial, territorial, or local governmental authority on amounts payable hereunder, other than taxes imposed on our income.

5. DATA AND PRIVACY

5.1 Your Data

You retain ownership of data you provide to us. We will use your data solely to provide the Service and as described in our Privacy Policy.

5.2 License Grant for Data You Provide

You retain ownership of all data, information, records, and files that you upload to the Service. Subject to these Terms, you grant us a perpetual, transferable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store, and use any data you provide to the Service for the purposes of:

• Providing the Service to you
• Complying with applicable law
• Our reasonable audit and data retention policies
• Improving the Service

5.3 Data Accuracy and Sources

Our Service aggregates information from various government and third-party sources. While we strive for accuracy:

• We cannot guarantee the accuracy, completeness, or timeliness of third-party data
• Search results depend on exact name matching requirements of source databases
• You are responsible for verifying critical information with original sources
• Results may vary based on search parameters and database limitations

6. INTELLECTUAL PROPERTY

6.1 Our Rights

The Service, including all software, content, trademarks, and proprietary information, is owned by DueData Corp. and protected by intellectual property laws.

6.2 Your Rights

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to use the Service for your internal business purposes.

6.3 Third-Party Content

The Service may contain copyrighted material from third parties. You are responsible for determining your rights to use such material and must comply with applicable copyright laws.

7. SERVICE AVAILABILITY AND SUPPORT

7.1 Platform Availability

We strive to maintain high service availability but cannot guarantee uninterrupted access. The Service may be unavailable due to:

• Scheduled maintenance
• System upgrades
• Technical difficulties
• Third-party service outages
• Circumstances beyond our control

7.2 Customer Support

Customer support is available during business hours: 8:00 AM to 5:00 PM EST, Monday through Friday, excluding Canadian statutory holidays.

7.3 Third-Party Dependencies

Our Service relies on third-party databases and systems. We are not responsible for the availability, accuracy, or performance of these external systems.

8. DISCLAIMERS AND LIMITATION OF LIABILITY

8.1 Service Disclaimers

8.2 No Legal Advice

We do not provide legal advice. The Service and information provided are not a substitute for professional legal counsel. No attorney-client relationship is created through use of our Service.

8.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR LIABILITY SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100 CAD) OR THE FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM, WHICHEVER IS GREATER
• WE ARE NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
• WE ARE NOT LIABLE FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES
• FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT

8.4 Third-Party Content

We disclaim all liability for third-party content, websites, and services accessible through our platform.

9. INDEMNIFICATION

You agree to indemnify and hold harmless DueData Corp. from any claims, losses, or damages arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of applicable laws
• Your infringement of third-party rights

10. TERMINATION

10.1 Termination by You

You may terminate your account at any time by contacting customer support or using account settings.

10.2 Termination by Us

We may terminate your account immediately if you:

• Violate these Terms
• Engage in fraudulent or illegal activity
• Fail to pay fees when due
• Create security or legal risks

10.3 Effect of Termination

Upon termination:

• Your access to the Service will cease
• Outstanding fees remain due and payable
• We may delete your account data after a reasonable period
• Provisions regarding liability, indemnification, and disputes survive

11. PRIVACY POLICY

Your privacy is important to us. Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

12. UPDATES TO TERMS

We may update these Terms at any time. Material changes will be notified through the Service or by email. Continued use of the Service after changes constitutes acceptance of the updated Terms.

13. GOVERNING LAW AND DISPUTES

13.1 Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada, without regard to conflict of law principles.

13.2 Jurisdiction

Any disputes will be resolved in the courts of Ontario, Canada. You consent to the exclusive jurisdiction of these courts.

13.3 Arbitration Option

For any dispute with DueData Corp., you agree to first contact us at [loading...] and attempt to resolve the dispute informally. In the unlikely event that we have not been able to resolve a dispute after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) by binding arbitration using the ADR Institute of Canada, under their Commercial Arbitration Rules then in effect. The arbitration will be conducted in Toronto, Ontario, Canada, unless both parties agree otherwise. Each party will be responsible for paying arbitration fees in accordance with the applicable rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and DueData Corp.

14.2 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

14.3 Assignment

You may not assign these Terms without our consent. We may assign these Terms without restriction.

14.4 Force Majeure

Neither party is liable for delays caused by circumstances beyond reasonable control.

14.5 Survival

The following sections shall survive termination of these Terms: Sections 5.2 (License Grant), 6 (Intellectual Property), 5.3 (Data Security), 8 (Disclaimers and Limitation of Liability), 9 (Indemnification), 13 (Governing Law and Disputes), and any outstanding payment obligations.

14.6 Contact Information

For questions about these Terms, contact us at:

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