These terms of use (the “Terms of Use”) govern your use of: (a) the websites located at https://regy.ca and https://lienfluent.com (collectively, the “Website”); (b) the software, hardware, and systems used by us to host and make available our services to you; and (c) all other products or services provided by us, as described on, or provided through, the Website, whether or not they are expressly identified in these Terms of Use (collectively, the “Regy Platform”). These Terms of Use form an agreement between 13139026 Canada Inc. dba Regy (“Regy”, "Lienfluent" “us”, “we”, “our”) and you.
The term “you” refers to the person or entity accessing, visiting, browsing, or otherwise using (“use” or “using” in these Terms of Use will mean any of the foregoing) the Regy Platform.
BY USING THE REGY PLATFORM, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE REGY PLATFORM. IF YOU ARE USING THE REGY PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.
YOU ACKNOWLEDGE AND AGREE THAT NO LEGAL ADVICE IS PROVIDED BY US OR THE REGY PLATFORM AND NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US. EXCEPT IN CONNECTION WITH THE CREATION AND MAINTENANCE OF YOUR USER ACCOUNT AND THE SERVICES, YOU WILL NOT PROVIDE OR TRANSMIT TO US OR THE REGY PLATFORM ANY INFORMATION THAT IDENTIFIES ANY INDIVIDUAL, INCLUDING ANY CLIENTS OR CUSTOMERS OF YOURS.
1. PERMITTED USE The Regy Platform is provided solely to assist you with conducting and documenting public registry due diligence searches, including but not limited to PPSA searches, Corporate Profile Reports and Canada bankruptcy searches (the “Permitted Use”). As a condition of your use of the Regy Platform, you represent, covenant, and warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Regy Platform in accordance with these Terms of Use; and (d) all information supplied by you to us or through the Regy Platform is true, accurate, current and complete.We retain the right, at our sole discretion, to deny you use of the Regy Platform, at any time and for any reason, including your violation of these Terms of Use.
2. CHANGES TO THESE TERMS OF USE AND THE REGY PLATFORM Except where prohibited by applicable law, we reserve the right to change these Terms of Use, any part of the Regy Platform or any material or content contained on or provided through the Regy Platform, including but not limited to public registry searches (the “Content”), at any time without notice. Your continued access to, or use of, the Regy Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
3. LICENSE GRANT TO DATA YOU PROVIDE ON THE REGY PLATFORM You retain ownership to all data, information, records and files that you upload to the Regy Platform. Subject to these Terms of Use, you grant to us a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that you load, transmit to or enter into the Regy Platform or otherwise provide to us, including: (a) all results from processing such data, information, records and files; and (b) all compilations, and derivative works of such data, information, records and files, in each case, for the purposes of: (i) providing the Regy Platform; (ii) complying with applicable law; (iii) our reasonable audit and data retention policies; or (iv) to improve the Regy Platform. For more information on our privacy practices, please see Section 7 of these Terms of Use.
4. USER ACCOUNT AND PAYMENT TERMS If you are provided with a user account (“User Account”) for use with the Regy Platform, you will keep any username and password login credentials associated with your User Account (“User ID”) secure and will not share your User ID with anyone else. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Regy Platform, or your account details.
Unless otherwise agreed to in writing by Regy, Regy shall invoice you each week (typically on Mondays, in the sole discretion of Regy) with respect to fees incurred in the most recently completed week. All Regy invoices are due upon receipt. If you fail to make any payment within 15 days after due, without limiting Regy's other rights and remedies, Regy may charge interest on the past due amount at the rate of 15% per annum, or, if lower, the maximum amount permitted under applicable law. For greater clarity, searches that you submit on the Regy Platform are non-cancellable and non-refundable.
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 of any kind imposed by any federal, provincial, territorial, or local governmental or regulatory authority on any amounts payable hereunder, other than any taxes imposed on your income.
5. TERM AND TERMINATION These Terms of Use will commence on the day you first accept these Terms of Use and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Regy Platform; or (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Regy Platform) that your User Account be deleted, ceasing use of the Regy Platform.
7. PRIVACY POLICY Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.
8. NO UNLAWFUL OR PROHIBITED USE You will not, without our prior written permission, use the Regy Platform or the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not (and will not attempt to), and will not permit anyone else to (or attempt to): (a) “frame”, “mirror”, “deep-link” or otherwise incorporate the Regy Platform or the Content or any part thereof on any website; (b) access, monitor or copy any part of the Regy Platform or the Content using any robot, spider, scraper or other automated means; (c) violate the restrictions in any robot exclusion headers on the Content or the Regy Platform or bypass or circumvent other measures employed to prevent or limit access to the Regy Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Regy Platform; (e) use the Regy Platform or Content as part of any service for sharing, lending or multi-person use; (f) circumvent, disable or defeat any of the security features or components, such as encryption functionality, that protect the Regy Platform; (g) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Regy Platform; (h) create derivative works based on the Regy Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Regy Platform or the Content; (i) use the Regy Platform in a manner that violates the rights (including the intellectual property rights) of any third party; (j) upload to or transmit through the Regy Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion; (k) upload to the Regy Platform any documents that are not PPSA search results or (l) except as expressly permitted and enabled by the Regy Platform, save, download, archive, or otherwise copy any Content.
9. THIRD PARTY WEBSITES The Regy Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.
10. COMMUNICATIONS NOT CONFIDENTIAL We do not guarantee the confidentiality of any communications made by you through the Regy Platform. You understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Regy Platform.
11. LEGAL ADVICE DISCLAIMER YOU ACKNOWLEDGE AND UNDERSTAND THAT THE REGY PLATFORM, THE CONTENT, AND ALL OTHER PRODUCTS AND SERVICES MADE AVAILABLE TO YOU IN CONNECTION WITH THESE TERMS OF USE ARE DESIGNED AND INTENDED TO BE USED AS INFORMATION TOOLS AND SERVICES ONLY. ACCORDINGLY, THEY ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR LEGAL ADVICE AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR LEGAL ADVICE.THE REGY PLATFORM DOES NOT PROVIDE LEGAL ADVICE AND IS NOT INTENDED TO SUBSTITUTE THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGEMENT OF A LAWYER. NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US. REGY IS NOT AFFILIATED WITH ANY LAW FIRM.
12. DISCLAIMER AND LIMITATION OF LIABILITY THE REGY PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE REGY PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE REGY PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE REGY PLATFORM OR THE CONTENT. WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE REGY PLATFORM OR THE CONTENT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
13. INDEMNIFICATION You will defend, indemnify and hold harmless us and all of our officers, directors, employees, agents, and advisors from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including to reasonable legal and accounting fees, brought in connection with or as a result of:
(a) your breach of any provision of these Terms of Use or any documents referenced herein; (b) your violation of any law or the rights of a third party (including intellectual property rights); or (c) your use of the Regy Platform (including your use of the Regy Platform in connection with any legal activities). 14. GOVERNING LAW AND JURISDICTION These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Regy Platform or the Content, notwithstanding your domicile, residency or physical location. You will only use the Regy Platform and the Content in jurisdictions where the Regy Platform and the Content may lawfully be used and, except as restricted by applicable law and subject to the Arbitration terms below, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Regy Platform or the Content.
15. ARBITRATION For any dispute with Regy, you agree to first contact us at hello@lienfluent.com and attempt to resolve the dispute with us informally. In the unlikely event that Regy has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at https://www.jamsadr.com/ The arbitration will be conducted in Toronto, Ontario, Canada, unless you and Regy agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.If you are an individual using our services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Regy from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
16. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY; OTHER PROVISIONS These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Regy Platform. The term “including” means “including without limiting”. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.