Terms and Conditions

YOU ACKNOWLEDGE AND AGREE THAT ON BEHALF OF YOURSELF AND/OR YOUR EMPLOYER YOU HAVE READ THIS AGREEMENT CAREFULLY.

The provisions hereof along with the applicable provisions of the License Agreement are referred to as the "Terms and Conditions." If you do not agree to the Terms and Conditions, You may not access or otherwise use the IncorpDirect, Inc. Website and should use your browser's "Back" button to exit.

Parties. This Agreement is made between:

1. IncorpDirect Inc, a company federally incorporated in Canada and whose registered office is at 1250 Rene Levesque West, Suite 2200, Montreal, Quebec, Canada H3B 4W8 (hereinafter referred to as "IncorpDirect", "we", "us", "our"); and
2. The Customer, who is the person, business or company named in the Name Column of the Customer Information on the IncorpDirect website at www.incorpdirect.ca ("IncorpDirect website")

Product & Services. Subject to the terms of this Agreement, IncorpDirect facilitates corporate incorporation, business and tax registration, name search, corporate credit reports, sale of shelf companies, merchant account, financing and business banking account application services.

We are not a law or accounting firm and do not provide legal or accounting services or advice. The information contained on our website is merely for general and educational purposes only and is not intended to be exhaustive.

When utilizing our services you agree that you will:

1. Supply us with complete, accurate and current information
2. Not invent a false identity or intend to mislead IncorpDirect, the government or anyone else
3. Not to upload any materials that may be infected with viruses, Trojan horses, worms or any other harmful programs.

If you fail to do so, then we reserve the right to cancel your account with us, without any recourse to you.

Payment. The fees payable for the Product & Services described above shall be paid by the Customer using the methods offered on the IncorpDirect website and shall be paid before IncorpDirect is obliged to deliver the Product & Services referred to above.

Delivery. Delivery shall be deemed to have occurred when the Customer's product and or service requests have been met by IncorpDirect and when payment has been duly effected to IncorpDirect by the Customer ("Date of Delivery").

IncorpDirect will use all reasonable efforts to process product and or service requests expediently. However, the processing of these service requests is dependent on the access and availability to third party and government databases. Therefore, IncorpDirect reserves the right to deliver the products and or services at a later time than normally envisaged.

Limitation of Liability. In the event that a technical failure has resulted in non-delivery or delay of the product requested or a paid for service request not being performed, then IncorpDirect's liability will be limited to waiving the fee for the second service request, delivery of the product or to a refund of the sums paid by the Customer to IncorpDirect for the product and or services.

In no event will IncorpDirect be liable for damages, including loss of profits or any other incidental or consequential damages that may arise from the Customer's use or inability to use the IncorpDirect website.

IncorpDirect shall not be liable for any failure resulting from causes outside its control, including but not limited to, acts of God, riots and war.

Customers Use of Service. The Customer acknowledges that they are completely responsible for the formulation, accuracy and completeness of service requests and the resultant service.

It is the responsibility of the Customer to determine which products and or services they wish to purchase, to correctly make the service request and to review the services received.

The Customer is completely responsible for ensuring the confidentiality and security of their account name, login and password.

The Customer acknowledges responsibility for all activities that may occur under the access of their account and IncorpDirect shall not be liable for unauthorized access to or alteration of the Customer's service requests, products or services, or for them not being sent or received.

The Customer undertakes to inform IncorpDirect as soon as they become aware of any unauthorized access of use of their account.

Disclaimer of Liability. To the fullest extent permitted by applicable law, IncorpDirect expressly disclaims all warranties and conditions, express or implied, including, but not limited to, implied warranties and conditions of merchantability, merchantable quality, correspondence to description and fitness for a particular purpose.

IncorpDirect does not represent or warrant that the services or products available on the IncorpDirect website will be continuously available or bug-free, that defects will be corrected, or that the IncorpDirect website or the server that makes it available, are free of viruses or other harmful components.

IncorpDirect relies on government agencies and third parties in order to deliver the results of the products and services to Customers. Hence, IncorpDirect cannot warrant or guarantee that those results will be accurate, timely or reliable.

The IncorpDirect website may include links to content and services from third party websites and the inclusion of such a link does not imply endorsement by IncorpDirect of those third party websites or their products and services.

Proprietary Rights. The Customer acknowledges that the content of the IncorpDirect website, including but not limited to, the text, software, forms and any other material presented to the Customer via the products and services of IncorpDirect are protected by copyright, trademarks, or other proprietary rights and laws.

The Customer undertakes not to copy, republish, distribute reproduce, upload, post or transmit in any way any of the content available on the IncorpDirect website or through the products and or services offered by IncorpDirect.

Title in all the content on the IncorpDirect website and in any other material presented to the Customer vests with IncorpDirect at all times.

Security and Privacy. IncorpDirect takes the privacy and security of its Customers very seriously. Therefore, IncorpDirect has clear Privacy and Security Policies that spell out the rights of Customer and IncorpDirect's obligations to its Customers and all users of its website.

Entire Agreement and Modifications. This Agreement, including the terms and conditions and any attachments to this Agreement, represent the entire agreement between IncorpDirect and the Customer with respect to the use of the content and the products and services.

The Customer agrees that all other agreements, proposals, purchase, orders, representations and other understandings concerning the content and the products and services, whether oral or written, between IncorpDirect and the Customer are superseded in their entirety.

Breach. If the Customer breaches any terms of this Agreement, IncorpDirect shall have the right to terminate this Agreement immediately without being liable for any loss whatsoever.

Notices. All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this Clause.

Any such notice may be delivered personally or by first class pre-paid letter or facsimile transmission and shall be deemed to have been served if by hand when delivered, if by first class post 48 hours after posting, if posted on the IncorpDirect website and if by facsimile transmission when dispatched.

Severability. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provisions in question shall remain in full force and effect.

Waiver of Remedies. No forbearance, delay or indulgence by IncorpDirect in enforcing the provisions of this Agreement shall prejudice or restrict its rights nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for IncorpDirect is exclusive of any other right, power or remedy available to IncorpDirect and each such right, power or remedy shall be cumulative.

General. This Agreement shall be governed by the laws of the province of Quebec, Canada.

IncorpDirect, Inc. may monitor your use of the website, and may freely use and disclose any information and materials received from you or collected through your use of the website for any lawful reason or purpose. IncorpDirect, Inc. may remove from the website anything which IncorpDirect, Inc. deems inappropriate or unsuitable, without notice or liability

IncorpDirect, Inc. reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the website

IncorpDirect, Inc. may change, suspend or discontinue any aspect of the website at any time, including the availability of any website feature, database, or Content. IncorpDirect, Inc. may also impose limits on certain features and services or restrict your access to parts or the entire website without notice or liability.

You represent, warrant and covenant that: (a) You are of the age of majority in Your state and (b) You shall not upload, post or transmit to or distribute or otherwise publish through the website, any material which (i) restricts or inhibits any other user from using or enjoying the website, (ii) in IncorpDirect's discretion is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violates, plagiarizes or infringe the rights of third parties including, without limitation, copyright, trademark, patent, rights of privacy or publicity or any other proprietary right, (v) contains a computer virus or other harmful component, (vi) constitutes or contains false or misleading indications of origin or statements of fact.

You hereby agree to indemnify, defend and hold IncorpDirect, Inc., and any of its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, including, without limitation, regulatory penalties, attorneys fees and costs incurred by the Indemnified Parties in connection with any claim arising out of Your use of the website or any breach by You of the Terms and Conditions, including, but not limited to, all liability and costs to IncorpDirect, Inc. for Your infringement of any of Your warranties, representations or acknowledgments herein. You shall cooperate as fully as reasonably required in the defense of any claim. IncorpDirect, Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter related hereto without the written consent of Company.

The Website may contain links and pointers to other World Wide Web Internet sites, resources, and sponsors of the Website. Links to and from the Website to other third party sites, maintained by third parties, do not constitute an endorsement by IncorpDirect or any of its subsidiaries or affiliates of any third party resources, or their contents.

IncorpDirect does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through the Website. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. IncorpDirect reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website.

IncorpDirect does not and cannot review all materials posted to the Website, and IncorpDirect is not responsible for any such materials posted by users. However, IncorpDirect reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in IncorpDirect's sole discretion are objectionable or in violation of the Terms and Conditions.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications") on or to the Website, You hereby grant to IncorpDirect a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in all media now known or hereafter developed. You hereby waive all rights to any claim against IncorpDirect for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.