Effective date: September 17, 2026 • MinuteKeep, 2 Simcoe Street South, Oshawa, Ontario, L1H 8C1
These Terms of Service (the "Terms") govern your access to and use of MinuteKeep (the "Service"), a web-based corporate records document generation and management platform.
The Service is operated under the business name MinuteKeep, of 2 Simcoe Street South, Oshawa, Ontario, L1H 8C1, Canada ("MinuteKeep," "we," "our," or "us").
By creating an account, clicking to accept these Terms, accessing the Service, or using any part of it, you ("you" or "User") agree to be bound by these Terms in their entirety, together with the documents incorporated by reference in Section 1.3. If you do not agree to these Terms, you must not access or use the Service.
PLEASE READ THIS SUMMARY. IT DESCRIBES TERMS THAT LIMIT YOUR RIGHTS AND SHIFT RISK ONTO YOU.
We are drawing these terms to your attention specifically, before you agree to them, because they are important and because some of them are unusual or onerous. By accepting these Terms you confirm that they were brought to your attention and that you have had an opportunity to read them and to obtain independent legal advice about them.
This summary is for convenience only. It is not a substitute for the full Terms and does not limit or qualify them.
Headings are for convenience only. "Including" means "including without limitation." References to legislation include the legislation as amended and any successor legislation. The callout boxes and the summary above are explanatory aids and do not limit the operative text.
The following documents form part of these Terms and are binding on you:
If there is a conflict, these Terms prevail, except that the Privacy Policy prevails on questions of how we handle personal information, and the Data Processing Terms prevail on the allocation of responsibility for Third-Party Personal Information.
MinuteKeep is a self-directed software tool. It is not a law firm, not a legal service, not a legal services provider, and not a substitute for a lawyer. Your use of the Service does not retain any lawyer or law firm, does not create a solicitor-client relationship, and does not entitle you to any of the protections that attach to a lawyer-client engagement.
The Service is a document assembly and record-keeping tool. It takes information that you select and enter, applies it to standardized templates, and produces documents in PDF and Microsoft Word format. It also stores those documents, organizes them into a minute book structure, and displays informational reminders. The Service currently supports corporations governed by the Canada Business Corporations Act (CBCA), the Ontario Business Corporations Act (OBCA), the Business Corporations Act (British Columbia) (BCBCA), the Business Corporations Act (Alberta) (ABCA), and Quebec's Business Corporations Act (QBCA), and not-for-profit corporations under corresponding statutes.
The Service operates like a word processor with templates and a filing cabinet. You decide what corporate action to document. You decide which template applies. You supply the facts. You decide whether the resulting document is correct, appropriate, and legally effective, and whether to sign, adopt, file, or rely on it. The Service performs no independent judgment on your behalf.
We are not a law firm. We do not practise law. We do not provide legal services, legal advice, legal opinions, legal representation, or legal judgment of any kind, to you or to anyone else, through the Service.
Nothing generated, displayed, suggested, recommended, calculated, or communicated by the Service — and nothing said by any support agent, chat assistant, email, blog post, help article, tooltip, webinar, or other communication associated with the Service — is legal advice, and none of it may be construed, relied upon, or represented as legal advice.
The Service does not:
Your use of the Service does not constitute a retainer of any lawyer or law firm. There is no retainer agreement, no engagement letter, no scope of engagement, and no legal representation. You are not a client of any lawyer or law firm by reason of using the Service. No solicitor-client relationship, and no lawyer-client, attorney-client, or notary-client relationship of any description, arises between you and any of the following:
MinuteKeep was founded and is operated by a lawyer licensed by the Law Society of Ontario. That lawyer is not your lawyer, and their licence is not engaged when you use the Service. MinuteKeep is operated as a technology business. The fact that a lawyer built the templates, that the marketing describes the templates as lawyer-drafted, that the operator is identifiable as a lawyer, or that a mailing address is or has been shared with a law practice, does not create a solicitor-client relationship, does not make the Service a legal service, and must not be understood by you as any of those things.
Payment of Fees is payment for access to software. Fees are not legal fees, are not a retainer, are not held in trust, and are not deposited into any trust account. No trust obligations of any kind attach to them.
Nothing you enter into the Service is privileged. Solicitor-client privilege and litigation privilege do not attach to Your Data, to your communications with us, to support tickets, to chat transcripts, or to any Output, and you must not assume otherwise or represent to anyone that they are privileged.
We handle Your Data in accordance with our Privacy Policy, which is a commercial commitment about data handling. It is not, and does not create, the duty of confidentiality that a lawyer owes a client. It is enforceable only as set out in these Terms and applicable privacy legislation, and it is subject to the limitations of liability in Section 17.
You should obtain advice from a qualified lawyer licensed in the relevant jurisdiction before you use, sign, file, or rely on any Output, and in particular for:
If you want legal services, you must retain a lawyer under a separate written retainer. Onley Law Professional Corporation may be available to be retained on separate terms; any such retainer would be a distinct engagement with that firm, separately agreed in writing and separately billed, and would be governed by the terms of that retainer and not by these Terms. Nothing in these Terms constitutes an offer to provide legal services or an agreement to be retained.
By using the Service, you expressly acknowledge, represent, and agree that:
We do not guarantee the accuracy of anything. Not the templates, not the Output, not the reminders, not the deadline calculations, not the registry data, and not the assistant responses. Verify everything before you rely on it.
We make no representation, warranty, condition, guarantee, or undertaking of any kind, express or implied, that any Output or any part of the Service is or will be accurate, correct, complete, current, error-free, internally consistent, properly formatted, legally valid, legally sufficient, effective to accomplish any purpose, acceptable to any registry, regulator, court, auditor, lender, purchaser, or counterparty, or fit for any purpose.
You acknowledge that Output may be wrong for reasons including:
You are solely responsible, at your own cost, for reviewing, verifying, correcting, and validating every Output and every entry in your records before signing, adopting, dating, filing, delivering, disclosing, or relying on it, and for having that review performed by a qualified professional where appropriate. You must not treat any Output as ready to sign or file without that review.
Filing deadlines, anniversary dates, fiscal year-end calculations, compliance reminders, notification emails, dashboard indicators, badges, completeness indicators, and similar features are informational conveniences only. They are estimates generated from data you supplied. They are not a compliance service, not a tickler system you may rely on, and not a substitute for your own diligence. We do not undertake to notify you of any deadline, and we are not responsible for any missed filing, late fee, penalty, default, dissolution, or loss of status, whether or not the Service displayed, mis-stated, or failed to display a deadline.
Any compliance badge, status indicator, score, or shareable link the Service makes available reflects only limited data in our systems at a moment in time. It is not a certification, audit, legal opinion, or assurance of compliance, and it must not be presented to any third party as such.
Your Corporation, its directors, and its officers remain solely responsible at all times for maintaining the corporate records required by law, for making all required filings, and for the accuracy of everything filed or recorded. Those duties are imposed on them by statute and cannot be, and are not, transferred to us by your use of the Service.
The Service is a convenience for producing and organizing records. It is not your corporate record-keeping function, not your registered records office, not your corporate secretary, and not your agent for service or for filing. You must maintain your own independent copies of your corporate records and must not rely on the Service as your only copy (see Section 12.6).
Every document the Service produces is a snapshot. It speaks only as of the moment it was generated, on the facts you gave us, under our understanding of the law at that moment. It can become wrong at any time afterwards, without notice, and we have no obligation to tell you or to fix it.
Output is generated at a point in time. We give no guarantee, assurance, or undertaking of continuing, ongoing, future, or perpetual compliance with any statute, regulation, rule, registry requirement, or administrative practice, of any jurisdiction, at any time. Compliance is not a state we can deliver to you, and nothing in the Service should be understood as delivering it.
We assume no duty:
Any update, correction, notice, or improvement we choose to provide is voluntary, does not create a course of dealing, does not create an expectation or duty to do so again, and does not constitute an assumption of any duty to monitor.
Legal requirements sometimes change with retroactive or transitional effect, and registries sometimes change their practice without notice. Output that was accurate when generated may be non-compliant later, including for periods already past. We are not responsible for that outcome in any circumstance.
Features that generate records for past fiscal years or reconstruct historical documentation produce documents dated in the past based on information you supply now. Creating a document today that is dated in the past carries legal risk that only you can assess, including risks relating to accuracy, misrepresentation, evidentiary weight, tax characterization, and the rights of third parties. You are solely responsible for determining whether it is appropriate, accurate, and lawful for you to create, date, sign, or rely on any such document, and for the manner in which it is signed and dated. You should obtain legal advice before doing so.
We may add, change, restrict, or discontinue support for any jurisdiction, entity type, template, or feature at any time. Continued availability of any part of the Service is not guaranteed, and no support of a jurisdiction implies that our templates are or remain adequate for it.
Parts of the Service use artificial intelligence, including large language models provided by third parties. AI-assisted features include the pre-signup and in-application assistants, the resolution-selection assistant, internal analysis of support and bug reports, and a limited PDF-organization pilot restricted to one designated internal test owner and explicitly approved corporations. The initial pilot is not available to other customers yet. In that pilot, the owner may explicitly submit one selected PDF for a suggested existing minute-book section. Document text itself is generated by deterministic templates rather than by a language model, but the routing, suggestions, explanations, and guidance around it may be AI-generated.
AI output can be wrong, incomplete, outdated, internally inconsistent, or entirely fabricated while appearing confident and authoritative. It is not legal advice, must not be relied on, and must be independently verified. Text you type into an assistant, and a PDF you explicitly select for AI organization, are transmitted to and processed by the applicable third-party AI provider and may be processed outside Canada. For the PDF-organization pilot, MinuteKeep will use the provider's commercial API and will not opt the feature into provider model training or improvement. Standard provider retention, its documented exceptions, and current processing-location details are described in the AI Disclosure & Disclaimer and Sub-processor list. Do not submit anything you are not prepared and authorized to disclose.
AI-assisted PDF organization is optional for each PDF. It does not verify the selected PDF's completeness, signatures, legal validity, or proper treatment, and it does not move the file automatically. The owner may choose Not now, which sends nothing, or review the transient suggested section and evidence output and choose whether to file there or use manual placement. If a selected PDF contains client or other Third-Party Personal Information, you represent that you have authority for that information to be processed in this way, including any authority, lawful basis, consent, and notices your legal, professional, or contractual obligations require. Manual placement remains available on Free and Pro.
Full details are in the AI Disclosure & Disclaimer, which forms part of these Terms. Sections 3, 5, 15, 16, and 17 apply fully to AI-assisted features.
To use the Service you must be at least 18 years of age and the age of majority where you reside, have capacity and authority to enter into these Terms, and, if you act for a Corporation or another person, have authority to bind that Corporation or person — in which case "you" includes that Corporation or person, and you represent that you have that authority.
The Service is offered solely for business, commercial, and professional purposes, for the administration of corporate and organizational records. It is not offered, marketed, or made available to individuals for personal, family, or household purposes.
You represent and warrant that you are acquiring the Service for business purposes and not as a consumer, and that this is a business agreement between commercial parties. You agree not to assert that consumer protection legislation applies to your acquisition of the Service. This representation is a material inducement to us to provide the Service, and it is the basis on which the limitation period in Section 21.4 and the class waiver in Section 21.5 are agreed.
Nothing in this Section purports to remove a protection that applies to you as a matter of law notwithstanding agreement; where such a protection applies, it applies, and the balance of these Terms continues to apply to the fullest extent permitted (see Section 17.7).
The Service is not suitable for, and you must not use it if you are subject to, any requirement that data be stored or processed only in Canada or in any particular jurisdiction; any requirement for a specific security certification, audit report, or accreditation; any requirement for guaranteed availability, retention, or recoverability; or any requirement to hold records of a kind for which loss would be materially harmful and for which you do not maintain independent copies. See Sections 12 and 13.
You must register with a valid email address, using email and password, Google single sign-on, or Microsoft single sign-on. You must provide accurate, current, and complete registration information and keep it current.
An account owner may invite team members, who obtain access to the owner's account data on the permissions the Service provides. If you invite team members:
Individual login credentials must not be shared. Each individual must use their own credentials. We may suspend or terminate any account we reasonably believe is compromised, shared, used fraudulently, or used in breach of these Terms.
Security at your end is entirely your responsibility. We do not warrant the security of the Service, and we are not your security provider, insurer, or backstop.
You are solely responsible, at your own cost, for all of the following, and you assume the entire risk of any Security Incident arising from or connected with any of them:
You must notify us immediately at support@minutekeep.ca if you become aware of or suspect any unauthorized access to or use of your account.
We describe our security practices in the Privacy Policy. Those descriptions are statements of current practice; they are not warranties, guarantees, conditions, or contractual commitments, they may change without notice, and they are not to be relied on as an assurance of security. We do not warrant that the Service, our infrastructure, our providers, or Your Data are or will be secure, or that any safeguard will prevent, detect, or mitigate any attack.
No system is secure. Compromise can occur through vulnerabilities in our software, in open-source dependencies, in third-party providers and their sub-providers, in the internet itself, or through credential theft, social engineering, insider action, or attacks not yet known. You accept that risk as a condition of using the Service. Subject only to Section 17.7, we are not liable for any Security Incident, however caused, including any caused by our negligence.
You must not conduct any penetration test, vulnerability scan, load test, or other security testing against the Service without our prior express written consent. Suspected vulnerabilities should be reported in confidence to support@minutekeep.ca. See the Acceptable Use Policy.
Your use of the Service is governed by the Acceptable Use Policy, which forms part of these Terms. Breach of that policy is a material breach of these Terms and may result in immediate suspension or termination without notice or refund, and in reporting to law enforcement or regulators where we consider it appropriate.
The Service, including its software, source code, database structure, algorithms, interface, templates, template text and structure, content, documentation, trade-marks, and trade names, is owned by us or our licensors and protected by Canadian and international intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes and those of Corporations you administer, during your subscription and subject to these Terms. All rights not expressly granted are reserved.
You own Your Data. As between you and us, completed documents generated from Your Data are yours to use for the purposes of your Corporation, and we claim no ownership of the particular content you generate. Our rights in the underlying templates, structures, and text are unaffected, and nothing here transfers them to you.
You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, process, and create technical derivatives of Your Data solely to operate, secure, support, and maintain the Service and to comply with law. This licence extends to our sub-processors for the same purposes, and it survives only as long as we retain Your Data under the Privacy Policy.
We may use de-identified and aggregated information derived from use of the Service, which does not identify you, any individual, or any Corporation, for any lawful business purpose including analytics and product improvement.
You must not resell, sublicense, rent, lease, or distribute the Service; provide the Service to third parties as a service bureau other than administering Corporations you are engaged to administer; extract, copy, adapt, or republish our templates other than as documents for a Corporation you administer; use Output or the Service to build or train a competing product or any machine learning model; or remove or obscure any proprietary notice.
If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it for any purpose without obligation or attribution.
We do not guarantee Canadian data residency. We cannot and do not commit that Your Data will be stored or processed in Canada. Our application servers and primary database are presently hosted in the United States. Your data will leave Canada.
We make no representation, warranty, or commitment that Your Data, or any personal information contained in it, is or will be stored, processed, backed up, cached, transmitted, or accessible only in Canada, or in any other particular country, region, or jurisdiction.
As at the effective date of these Terms, our application servers and primary database are hosted in the United States. Files, email, payments, error monitoring, analytics, session replay, AI processing, authentication, advertising measurement, and affiliate tracking are performed by third parties that are predominantly United States entities and that operate globally distributed infrastructure. Data in transit may be routed through, and content-delivery and edge networks may cache or replicate data in, the United States and other countries, in ways we do not control and cannot predict. Personnel of our providers may access data from other countries.
Data located outside Canada is subject to the laws of the jurisdictions where it is located and may be accessible to foreign courts, law enforcement, regulators, and national security authorities, including under United States law such as the CLOUD Act and the USA PATRIOT Act, potentially without notice to you or to us. The current list of providers and locations is at minutekeep.ca/subprocessors and is subject to change.
By using the Service you consent to the storage, processing, and transfer of Your Data, including Third-Party Personal Information, outside Canada as described. You are responsible for determining whether that is acceptable for you, your Corporation, your clients, and the individuals whose personal information you enter, and for obtaining any consent or making any disclosure that your own legal, regulatory, professional, or contractual obligations require (see the Data Processing Terms). If you are subject to a Canadian data residency requirement, you must not use the Service.
We may add, remove, or change hosting providers, sub-processors, and processing locations at any time, in our discretion and without notice to you. We are not obliged to maintain any particular provider, region, or configuration.
Retention periods are set out in the Privacy Policy. You may close your account at any time by contacting support@minutekeep.ca. Following account closure, generated documents remain available to you for download for 90 days, after which Your Data is deleted on the schedule in the Privacy Policy, except where retention is required by law or is necessary to establish or defend a legal claim. Where the Privacy Policy provides a restorable archive period for deleted data, you may request reinstatement during that period. We will make reasonable efforts to reinstate but are not obliged to do so, and we do not warrant that a reinstatement will succeed or be complete. After that period, deletion is permanent and irreversible and we are not able to recover the data. Copies may persist in backups, logs, and provider systems for a period after deletion, and we do not guarantee that every copy in every system is erased at the same time.
You must maintain your own independent, current copies of every document and record that matters to you, stored outside the Service. We may, but do not undertake to, maintain backups. We give no warranty that any backup exists, is current, is complete, is usable, or can be restored, and any reinstatement we may offer under Section 12.5 is discretionary and is neither a recovery service nor a recovery commitment. Loss of data is a foreseeable risk of using any software service, and you accept it. Subject only to Section 17.7, we are not liable for loss, deletion, corruption, or inaccessibility of Your Data, however caused, including by our negligence.
You may download your documents through the Service while your account is open, and you may request an export of your structured data by emailing support@minutekeep.ca. We will provide it within 30 days in a commonly used machine-readable format. We do not warrant that an export is complete or that it will import into any other system.
Read the Privacy Policy before you enter anything into the Service. We handle personal information carefully, but we do not guarantee privacy, security, or confidentiality, and we do not guarantee that using the Service satisfies your own privacy obligations.
Our collection, use, disclosure, and retention of personal information is governed by the Privacy Policy, which forms part of these Terms. By using the Service you consent to it.
We give no warranty, guarantee, or condition that Your Data will remain private, confidential, or free from unauthorized access, use, or disclosure. Statements in the Privacy Policy about our practices are descriptions of current practice, not warranties, and are subject to Sections 15, 16, and 17. As stated in Section 2.4, nothing you enter is privileged.
The Service is designed to hold sensitive personal information about individuals who are not you — including the residential addresses of directors, officers, and shareholders. As between you and us, you are the organization responsible for that information. You represent and warrant that you have all necessary authority, consent, and lawful basis to collect it, to disclose it to us, and to have it processed and stored as described in these Terms and the Privacy Policy, including outside Canada, and that you have given every notice required by law. You are responsible for responding to those individuals' requests and complaints. This is addressed in detail in the Data Processing Terms, and you indemnify us in respect of it under Section 18.
We do not warrant that use of the Service will cause you to comply with the Personal Information Protection and Electronic Documents Act, Quebec's Law 25, provincial privacy legislation, any professional confidentiality obligation, or any contractual data-protection commitment you have made to anyone else. Assessing that is your responsibility.
Questionnaire links, badge links, invitation links, and download links are secured by unguessable tokens rather than by login. Anyone who obtains such a link may be able to view or submit the associated information. You control distribution of those links and bear the consequences of their disclosure or forwarding.
The Service depends on third parties, including for hosting, storage, payments, email, authentication, error monitoring, analytics, session replay, advertising measurement, affiliate tracking, and artificial intelligence. The current list is at minutekeep.ca/subprocessors. Your use of the Service is also subject to those providers' terms and privacy policies.
We are not responsible or liable for any third-party service, including its availability, performance, security, accuracy, pricing, acts, omissions, changes, discontinuation, or breach, and including any failure of the Service caused by any of them.
Where the Service retrieves information from a government registry or other third-party source, that information is provided by the source, may be incomplete, outdated, or wrong, is not verified by us, and is offered only as a convenience. You must verify it against your own authoritative records. We are not responsible for any consequence of relying on it.
A free tier permits limited document generation at no charge. It currently includes one corporate resolution per Corporation, access to the current live Interactive Minute Book, and limited storage for uploaded PDF files: 250 MB and 25 PDFs per Corporation, subject to a 50 MB per-file limit and a 1 GB account-wide guard across free-tier Corporations. Generating or downloading a compiled minute book and viewing past fiscal years require a Professional subscription. The free tier may be modified, limited, suspended, or discontinued at any time, with or without notice. It is provided entirely "as is," without any warranty, support commitment, retention commitment, or liability of any kind. To the maximum extent permitted by law, our liability in respect of free-tier use is nil, subject only to Section 17.7 and the floor in Section 17.3.
The Professional tier is CAD $99 per year per Corporation, unless otherwise stated at the time of purchase or agreed in writing. It currently includes compiled minute book generation and downloads (PDF and Word), historical minute book views, all available document templates, and 2 GB of storage for up to 100 uploaded PDFs per Corporation (50 MB per file). Prices are in Canadian dollars. You are responsible for all applicable taxes unless the price is stated as tax-inclusive at checkout. Each Corporation is a separate subscription.
Payments are processed by Stripe, Inc. We do not receive or store full payment card numbers. Your payment data is handled under Stripe's terms and privacy policy. By subscribing you authorize recurring annual charges to your payment method through Stripe. We are not responsible for any act, omission, error, outage, or security failure of Stripe or any payment network.
Subscriptions renew automatically each year at the then-current price for that Corporation until cancelled. If a charge fails we may retry it and may suspend Pro features until payment succeeds. You are responsible for keeping a valid payment method on file.
You may cancel at any time, with no cancellation fee. On cancellation: your Pro access continues to the end of the paid period; you are not charged again; the account then reverts to the free tier; and your documents remain available for download subject to Section 12.5.
We offer a full refund within 7 days of a subscription payment, provided no Pro feature has been used for that Corporation in that period. The refund window closes permanently — regardless of the 7 days — the first time any of the following occurs for the Corporation: a compiled minute book is generated or downloaded (PDF or Word); any other Pro-only document is generated; or a past-fiscal-year book is viewed or downloaded. Using a Pro feature and then deleting the output does not reopen the window. Refund eligibility is assessed per Corporation and per payment; where a payment is refunded, a subsequent subscription for the same Corporation is not eligible for a further refund.
Request a refund by emailing support@minutekeep.ca with your account email and the Corporation name; approved refunds are returned to the original payment method, typically within 5–10 business days. Outside these conditions, Fees are non-refundable, including for partial periods, unused time, dissatisfaction, discontinuation of a feature or jurisdiction, or termination for your breach. Any refund beyond this policy is a discretionary accommodation and does not create a practice or entitlement.
We may change prices on at least 30 days' notice by email, effective at your next renewal. If you do not accept a change, cancel before the renewal date.
If you dispute a charge, contact us first. Initiating a chargeback without doing so is a breach of these Terms and we may suspend the account pending resolution.
To the maximum extent permitted by applicable law, the Service, all Output, and everything provided with or through them are supplied on an "AS IS" and "AS AVAILABLE" basis, with all faults, and without warranty, representation, condition, guarantee, or term of any kind, whether express, implied, statutory, collateral, or arising by custom, course of dealing, or course of performance.
We expressly disclaim, to the maximum extent permitted by law, all implied warranties and conditions, including those of merchantability, merchantable quality, durability, fitness for a particular purpose, title, quiet enjoyment, non-infringement, accuracy, workmanlike effort, and any arising under the Sale of Goods Act or equivalent legislation. We further disclaim any warranty, representation, or condition that:
No advice or information, oral or written, obtained from us, from the Service, from any assistant, from any support channel, or from any marketing, blog, help, or educational material, creates any warranty not expressly stated in these Terms. Marketing and descriptive statements about the Service — including references to lawyer-drafted templates, compliance, audit-readiness, encryption, or security — are general descriptions and are not representations, warranties, or conditions, and are qualified in their entirety by these Terms.
You assume the entire risk as to the quality, accuracy, performance, security, and results of the Service.
This Section limits our liability severely. Read it. It reflects the price of the Service and is a fundamental basis of our agreement. We would not offer the Service at CAD $99 per year, or at no charge, without it.
To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, exemplary, aggravated, or punitive damages, or for any loss of profit, revenue, business, contract, opportunity, anticipated saving, goodwill, reputation, or data, in each case however arising, whether or not foreseeable, and whether or not we were advised of the possibility.
To the maximum extent permitted by law, and whether the claim is in contract, tort (including negligence), breach of statutory duty, restitution, equity, or otherwise, we are not liable for any loss, damage, cost, expense, penalty, or liability arising out of or in connection with:
To the maximum extent permitted by law, our total aggregate liability to you and to anyone claiming through you, for all claims of every kind arising out of or in connection with these Terms, the Service, or any Output, whether in contract, tort (including negligence), breach of statutory duty, restitution, equity, or otherwise, and whether in one claim or a series of related or unrelated claims, shall not exceed the greater of:
This is a single aggregate cap across all claims and all Corporations, not a cap per claim, per Corporation, per document, or per year. Where no Fees have been paid, the cap is CAD $100. Payment of the cap is your sole and exclusive remedy.
You acknowledge that the Fees are set on the basis of the allocation of risk in these Terms; that this allocation is reasonable and reflects the low price of the Service relative to the value of the corporate records to which it relates; that we would not provide the Service on any other basis; that you have had the opportunity to obtain independent legal advice on these Terms; and that these limits apply even if any remedy fails of its essential purpose and even where the loss was foreseeable or we were advised of it. If you require protection beyond these limits, you should retain a lawyer, obtain appropriate insurance, or both.
These limits and exclusions apply for the benefit of MinuteKeep, its founder, owner, and operator, Onley Law Professional Corporation, and each of their respective owners, officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, each of whom may enforce this Section. No claim arising from or connected with the Service may be brought against any of them personally.
Output is provided for your use only. No third party may rely on any Output, and we accept no duty of care, liability, or responsibility to any third party, including any director, officer, shareholder, purchaser, lender, insurer, auditor, accountant, regulator, or court. There are no third-party beneficiaries of these Terms other than the persons named in Section 17.5. If you provide Output to a third party, you do so on your own responsibility and you must make this Section known to them.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, for death or bodily injury caused by our negligence, or, where applicable law so provides, for intentional or gross fault or for a breach of a non-waivable statutory right. Some jurisdictions do not permit certain exclusions or limitations; where that applies to you, the excluded or limited terms apply to the maximum extent permitted and the rest of this Section remains in force. Every provision of these Terms is severable and independent (Section 22.3).
You will indemnify, defend, and hold harmless the persons named in Section 17.5 from and against all claims, demands, actions, proceedings, investigations, liabilities, damages, awards, settlements, fines, penalties, costs, and expenses (including legal fees and disbursements on a full indemnity basis) arising out of or in connection with:
We will notify you of any claim to which this indemnity applies. We may assume sole control of the defence and settlement at your expense, and you will cooperate. You may not settle any claim in a way that imposes any obligation or admission on any indemnified person without our prior written consent.
We do not guarantee availability, uptime, response time, or continuity. There is no service level agreement, no uptime commitment, and no credit or remedy for unavailability. The Service may be unavailable for maintenance, upgrades, failures, provider outages, security response, or reasons beyond our control.
We may modify, add to, restrict, or discontinue any part of the Service at any time. Where a material change removes existing functionality, we will give reasonable notice where practicable. We may suspend your access immediately, without notice or refund, where we reasonably consider it necessary to protect the Service, other users, any person, or us, or to comply with law.
By you. You may stop using the Service and close your account at any time by contacting support@minutekeep.ca. Cancellation and refund consequences are in Sections 15.5 and 15.6; data consequences are in Section 12.5.
By us. We may suspend or terminate your access, with or without notice, if you materially breach these Terms or the Acceptable Use Policy; if we reasonably believe your use is fraudulent, unlawful, abusive, or harmful; if required by law or by a provider; if payment fails; or if we cease to offer the Service or any part of it. If we terminate without cause and you are not in breach, we will refund the unused portion of pre-paid Fees for the affected Corporation, and that refund is your sole remedy.
Effect. On termination your right to use the Service ends immediately. You must download anything you need within the period in Section 12.5. Sections 1, 2, 3, 4, 5, 6, 9.2, 11, 12.3, 12.5, 12.6, 13, 14, 15.6, 16, 17, 18, 21, and 22, and any provision that by its nature should survive, survive termination.
These Terms and any dispute arising out of or in connection with them or the Service, including non-contractual disputes, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
The courts of the Province of Ontario have exclusive jurisdiction, and you irrevocably attorn to them and waive any objection based on venue or forum non conveniens. Nothing prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm or to protect intellectual property or confidential information.
Before commencing any proceeding, you agree to contact us at support@minutekeep.ca with a written description of the dispute and the relief sought, and to allow 30 days for resolution. This does not extend the limitation period in Section 21.4.
Any claim arising out of or in connection with these Terms, the Service, or any Output must be commenced within one (1) year after the day on which the claim was discovered, and any claim not commenced within that period is permanently barred. The parties agree that this varies the basic limitation period under the Limitations Act, 2002 (Ontario) by agreement, and that these Terms are a "business agreement" within the meaning of that Act, each party acting other than as a consumer (see Section 7.2).
To the maximum extent permitted by law, each party may bring claims only in its individual capacity and not as a plaintiff, representative plaintiff, or class member in any class, collective, consolidated, or representative proceeding, and you waive any right to participate in one. If this Section is held unenforceable in respect of a particular claim, it remains in force for all other claims, and Section 22.3 applies.
We may update these Terms. For material changes we will update the effective date above and notify you by email to your account address at least 30 days before they take effect, and, where applicable law requires affirmative consent, we will seek it. Non-material changes take effect on posting. Continued use after the effective date constitutes acceptance. If you do not accept a change, you must stop using the Service and close your account before the effective date; your sole remedy is cancellation and, if you cancel within 30 days of a material change taking effect, a pro-rated refund of Fees for the unused remainder of the then-current period.
These Terms, with the documents incorporated in Section 1.3, are the entire agreement between you and us regarding the Service, and supersede all prior or contemporaneous communications, proposals, representations, and understandings, whether oral or written, including anything on our website, in marketing material, in the blog, in help content, or said by any assistant or support channel. You confirm that you have not relied on any statement, representation, warranty, or understanding not expressly set out in these Terms, save that nothing limits liability for fraudulent misrepresentation.
Each provision is severable. If any provision or part of one is held invalid, illegal, or unenforceable, it is to be read down or modified to the minimum extent necessary to be enforceable and, if that is not possible, severed. Severance does not affect the remaining provisions, which continue in full force. In particular, if any exclusion or limitation in Sections 16 or 17 is held unenforceable in whole or in part, the remaining exclusions and limitations continue to apply to the maximum extent permitted.
We are not liable for any failure or delay caused by circumstances beyond our reasonable control, including natural events, fire, flood, epidemic or pandemic, war, terrorism, civil disturbance, government or regulatory action, sanctions, labour disruption, power, internet, telecommunications, hosting, or provider failure, cyber attack, denial-of-service attack, or malicious code.
You may not assign or transfer these Terms or any right under them without our prior written consent. We may assign or transfer them, in whole or in part, without restriction, including in connection with a reorganization, merger, acquisition, financing, or sale of assets.
No failure or delay in exercising a right operates as a waiver of it, and no single or partial exercise precludes further exercise. A waiver is effective only if in writing and signed by us, and applies only to the instance specified.
The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, franchise, fiduciary, or professional relationship. Neither party may bind the other.
You consent to receive communications from us electronically, and you agree that electronic records and signatures satisfy any legal requirement for writing or signature. We send: transactional messages (document delivery, receipts, subscription and account notices, security alerts), which are necessary to the Service and which you cannot opt out of while you have an account; service announcements (material changes, updated Terms or policies, maintenance, security advisories); and, with your express consent under Canada's Anti-Spam Legislation (given through the optional marketing-email checkbox at registration or another express opt-in), commercial electronic messages (product updates, features, offers), which you may stop at any time by using the unsubscribe link or emailing support@minutekeep.ca. All commercial electronic messages identify us, give our contact information, and include a working unsubscribe mechanism.
We may give notice by email to your account address, by posting in the Service, or by posting on the website; email notice is deemed received on the day sent. You must give notice to support@minutekeep.ca and, where legal in nature, also by mail to the address in Section 23; notice to us is effective only on actual receipt. Keep your account email address current.
You must not use the Service in breach of Canadian or applicable trade-control or sanctions law, and you represent that you are not a person with whom dealing is prohibited under that law. The Service is operated from Canada and is intended for use in connection with Canadian corporations; we make no representation that it is appropriate or available in any other place, and you are responsible for compliance with local law if you access it from elsewhere.
The parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.
MinuteKeep is a software product. It is not a law firm, does not provide legal services, and does not offer legal advice. Correspondence with MinuteKeep is not correspondence with a lawyer and is not privileged.