Planworth – Terms of Use

1. Preamble.

a. These terms and conditions, together with any documents and/or additional terms they expressly incorporate by reference (collectively, these “Terms and Conditions” or this “Agreement”), apply to app.planworth.co, a tax, estate, and financial planning platform, (the “Application”) and app.clientdiscovery.co, a client discovery tool and portal, (the “Client Discovery Tool”), and the services offered on or through the Application and/or the Client Discovery Tool, including without limitation Bundled Services (as defined below), (the “Services”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

b. The Application and the Client Discovery Tool are built and operated by Planworth Inc. (“Planworth”, “Company”, “us”, “we”, “our”). Bundled Services are offered on or through the Services under integration arrangements between the Company and Bundled Services Providers.

c. These Terms and Conditions constitute a legal agreement and are entered into by and between you, the “Account Holder”, and us.

d. These Terms and Conditions govern your access to and/or use of the Services.

2. Acceptance.

a. BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS, YOU:

  1. ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY, FOUND AT HTTPS://WWW.PLANWORTH.CO/PRIVACY-POLICY, INCORPORATED HEREIN BY REFERENCE;
  2. ARE PERSONALLY ENTERING INTO THESE TERMS AND CONDITIONS OR, IF ENTERING INTO THESE TERMS AND CONDITIONS FOR, ON BEHALF OF, OR IN THE COURSE OF DUTIES FOR AN ORGANIZATION OR OTHER THIRD PARTY, YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION OR THIRD PARTY; AND
  3. ACCEPT THESE TERMS AND CONDITIONS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM.

b. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES.

3. Interpretation.

a. For purposes of these Terms and Conditions, the capitalized terms below shall bear the meaning ascribed to them as follows (unless otherwise defined herein):

  1. “Account” means an account for Services provided to, obtained by, or registered with, you.
  2. “Account Holder” means you, the holder of an Account.
  3. “Applicable Laws” means the laws of the Province of Ontario and the federal laws of Canada applicable therein.
  4. “Applicable Privacy Laws” means all Applicable Laws regarding data protection, personal information and privacy, and all applicable principles, guidelines and codes issued by a competent data protection authority to which we, any Bundled Services Providers or any Account Holder entity may be subject, including any amendments or successors thereto, by the Governments of the Province of Ontario or Canada.
  5. “Bundled Services” means services of Bundled Services Providers accessible through the Services.
  6. “Bundled Services API(s)” means (as applicable):
    1. Flinks API.
    2. SideDrawer API.
  7. “Bundled Services API Availability” means stable access by Clients to Flinks API and SideDrawer API through the Bundled Services without substantial degradation of responsiveness and continued access through platform to Flinks API and SideDrawer API through the Bundled Services without substantial degradation of responsiveness.
  8. “Bundled Services Data” means (as applicable):
    1. Flinks Data.
    2. SideDrawer Data.
  9. “Bundled Services Data Source” means:
    1. Flinks Data Source; and
    2. SideDrawer Data Source.
  10. “Bundled Services Documentation” means the specifications, instructions, guidelines, and documents detailing the functionalities of the Bundled Services, as provided by Bundled Services Providers.
  11. “Bundled Services Provider(s)” means (as applicable):
    1. Flinks.
    2. SideDrawer.
  12. “Bundled Services Sets of Credentials” mean:
    1. Flinks Sets of Credentials.
    2. SideDrawer Sets of Credentials.
  13. “Client” means any one client or prospect of an Account Holder.
  14. “Emergency Maintenance” means critical system changes that cannot wait for Scheduled Maintenance. These changes could destabilize the system if not addressed expeditiously.
  15. “Errors” means any bugs, defects, delays, hindrances, or other errors.
  16. “Flinks” means Flinks Technology Inc.
  17. “Flinks API” means the version of the Flinks platform software development kit generally available.
  18. “Flinks Connect Availability” means stable access by the Client to the Flinks Services through the Bundled Services without substantial degradation of responsiveness.
  19. “Flinks Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be extracted by Flinks.
  20. “Flinks Data” means a Client’s personally identifiable account information, Flinks Set(s) of Credentials and registration information, as provided by you and/or retrieved by Flinks from a Flinks Data Source.
  21. “Flinks Services” means the application programming interfaces (including, but not limited to the API), web interfaces, and other technologies and algorithms used to perform financial data aggregation which enables individuals to connect their bank accounts with Flinks’ clients’ systems for the purpose of sharing such information, together with related and augmented services, developed, hosted and licensed by Flinks.
  22. “Flinks Sets of Credentials” means a set of information used to access a Flinks Data Source.
  23. “Personal Information” means any information that would meet the definition of “personal information”, or of a similar nomenclature under Applicable Privacy Laws.
  24. “Privacy Policy” means our privacy policy found at https://www.planworth.co/privacy-policy.
  25. “Scheduled Maintenance” means system/software/technology maintenance that is scheduled to fix non-critical errors and implement system/software/technology changes. These are primarily scheduled during weekend off hours.
  26. “Security Breach” means:
    1. an act or omission that compromises the security, confidentiality, or integrity of Data or the physical, technical, administrative, or organizational safeguards put in place to protect it; or
    2. a material reasonable concern pertaining to your security protocols in relation to the Services.
  27. “SideDrawer” means SideDrawer Inc.
  28. “SideDrawer API” means the version of the SideDrawer platform software development kit generally available.
  29. “SideDrawer Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be transferred or stored by SideDrawer.
  30. “SideDrawer Data” means your personally identifiable account information, SideDrawer Set(s) of Credentials and registration information, as provided by you or your Clients and/or retrieved by SideDrawer from a SideDrawer Data Source.
  31. “SideDrawer Services” means SideDrawer’s proprietary document storage software-as-a-service platform, which includes the web interfaces, and other technologies and algorithms used to encrypt, store, and/or transfer SideDrawer Data, together with related and augmented services, developed, hosted and licensed by SideDrawer.
  32. “SideDrawer Sets of Credentials” means a set of information used to access a SideDrawer Data Source.
  33. “Stripe” means Stripe Inc.
  34. “Third-Party Terms of Service” mean and are expressly incorporated by reference to these Terms and Conditions:
    1. the terms and conditions, from time to time, published by Flinks, and available at https://flinks.com/privacy-policy/, in respect of the Flinks Services.
    2. the terms and conditions, from time to time, published by SideDrawer, and available at https://www.sidedrawer.com/termsofservice, in respect of the SideDrawer Services.
    3. the terms and conditions, from time to time, published by Stripe, and available at https://stripe.com/us/terms.
  35. “User” means Account Holder and/or their Client(s), as applicable.
  36. “User Data” means all information, data, and other content, in any form or medium, that Users submit or otherwise transmit using the Services.

b. Any heading, caption or section title contained in these Terms and Conditions is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

4. Modifications to these Terms and Conditions.

a. We reserve the right at any time in our sole discretion to revise and update these Terms and Conditions. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. You agree to periodically review these Terms and Conditions in order to be aware of any such modifications and your continued use shall be your acceptance of them.

b. The information and material on the Services may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Services are restricted to Users or unavailable at any time or for any period.

5. Use of the Services, Account Set-Up and Security.

a. The security of User Data is very important to us. We use physical, electronic, and administrative measures designed to secure User Data from accidental loss and from unauthorized access, use, alteration, and disclosure.

b. The safety and security of User Data also depends on you. You are responsible for obtaining your own access to the Services. You are required to ensure that all persons who access the Services through your internet connection are aware of these Terms and Conditions and comply with them. The Services require your registration. It is a condition of your use of the Services that all the information provided on the Services is correct, current, and complete.

c. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect User Data, we cannot guarantee the security of User Data transmitted to the Services. Any transmission of User Data is at your or your Client’s own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Services.

d. Your provision of registration information, User Data and any submissions you make to the Services through any functionality, including without limitation Bundled Services, constitute your consent to all actions we take with respect to such information consistent with our Privacy Policy, found at https://www.planworth.co/privacy-policy.

e. Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

f. You understand and agree that should you or your Client be provided, obtain, or register for an Account, such Account is personal to the User and you agree not to provide any other person with access to the Services or portions of it using such username, password, or other security information. You cannot transfer your Account to any other person. You agree to notify us immediately of any unauthorized access to or use of your or a Client’s username or password or any other Security Breach. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access by Users.

g. We reserve the right at any time and from time to time, to disable or terminate a User account, any username, password, or other identifier, whether chosen by User or provided by us, in our sole discretion for any or no reason, including, without limitation, any violation of any provision of these Terms and Conditions. Upon the termination of this Agreement, you will immediately return to us or destroy all copies of any materials associated with the Services in your possession.

h. You are prohibited from attempting to circumvent and from violating the security of the Services, including without limitation:

  1. accessing content and data that is not intended for you;
  2. attempting to breach or breaching the security and/or authentication measures;
  3. restricting, disrupting or disabling service to users, hosts, servers or networks;
  4. illicitly reproducing TCP/IP packet header;
  5. disrupting network services and otherwise disrupting the Company’s ability to monitor the Services;
  6. using any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including without limitation monitoring or copying any of the information on the Services;
  7. introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious, technologically or functionally harmful;
  8. attacking the Services via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and
  9. otherwise attempting to interfere with the proper working of the Services.

6. Bundled Services.

a. User access to and/or use of the Services may include Bundled Services based on integration arrangements between the Company and third-party service providers, including:

  1. Flinks, whereby the Services may give User the option, and enable them, to access Flinks Services.
  2. SideDrawer, whereby the Services may give User the option, and enable them, to access SideDrawer Services.

b. License and Terms of Use.

  1. Pursuant to these Terms and Conditions and provided you subscribe for Bundled Services, you are hereby granted a limited, non-transferable and non-exclusive right to use the Bundled Services during the term of this Agreement.
  2. You hereby acknowledge that all right, title and interest in and to the Bundled Services is owned by the Bundled Services Providers (as applicable). You further acknowledge that the Bundled Services constitute proprietary information and trade secrets of the Bundled Services Providers, and that the Bundled Services are protected intellectual property throughout the world (including but not limited to copyright, rights in databases, rights in trade secrets and know-how and similar laws). You acknowledge that neither your use of the Bundled Services nor any provision of these Terms and Conditions shall operate so as to transfer or convey to you or any third party any right, title or interest in or to the Bundled Services, the Application or any associated intellectual property rights, but only a limited right of use, revocable in accordance with these Terms and Conditions.
  3. If you are or have been in breach of any of these Terms and Conditions, we or the Bundled Services Providers (as applicable) shall be entitled to withdraw or suspend access (indefinitely or for such period as we or the Bundled Services Providers (as applicable) may in our or their respective discretion determine without prior notice.

c. Restrictions.

  1. You are prohibited from replicating or distributing the Bundled Services or otherwise using same for any purpose other than for your expressly identified business purposes.
  2. Your use of the Bundled Services shall be restricted solely to you, your Clients, your employees, agents and independent contractors that are not competitors of the Company or Bundled Services Providers, and which agree in writing to be bound by the confidentiality and security provisions substantially similar to those set forth in Section 6i) of this Agreement. You will be fully responsible for the actions of each of your Clients, your employees, professional advisors, agents and independent contractors with respect to the proper use and protection of the Bundled Services, whether or not such individual is or was acting within the scope of his or her employment or authority.
  3. You will not, for yourself, any or your affiliates, or any third party:
    1. sell, license, assign, or transfer the Bundled Services;
    2. decompile, disassemble, or reverse engineer the Bundled Services; or
    3. copy the Bundled Services.
  4. You will not:
    1. alter any aspect of the Bundled Services;
    2. assign, or transfer, the Bundled Services to a successor in interest to substantially all of your business to which this Agreement relates; or
    3. export, re-export or permit any third party to export or re-export the Bundled Services to any country or national thereof that is in contravention of Applicable Law, unless we have obtained the prior written authorization of the Company and the applicable Bundled Services Provider(s).
    4. For purposes of these Terms and Conditions, your use of the Bundled Services is subject to the Third-Party Terms and Conditions that are hereby incorporated by reference.

d. Warranty.

  1. The Company is solely responsible for any problems, warranty claims or other matters concerning the Bundled Services. You acknowledge that no warranty, representation or agreement shall be deemed to be made by any person or entity other than us for your benefit, and that you are not relying upon any representation made by any person or entity other than us in entering into this Agreement. You agree that any claim, dispute or action arising out of this Agreement or otherwise related to the Bundled Services shall be brought against us only, and you shall not bring any such claim, dispute or action against any third party, including, without limitation, the Bundled Services Providers (as applicable).
  2. You acknowledge that the Bundled Services have not been prepared to meet your individual requirements, and, accordingly, neither we nor the Bundled Services Providers shall be liable for any failure to provide any facility or function not specified in the Bundled Services documentation. You acknowledge that it is your responsibility to ensure that the functions and facilities performed by the Bundled Services meets your requirements.

e. Client Authorizations.

  1. You acknowledge that you must obtain authorization from each Client governing the relationship between you and the Client in connection with Client’s use of Bundled Services, including the disclosure of personal information, and any use thereof, that might be required by Bundled Services Providers (“Client Authorization”), as follows:
    You are about to be connected to Flinks to link your bank accounts and/or investment accounts. Flinks was selected to handle the instant transfer of financial information from your retail banking and investment accounts directly to your advisor. This secure and convenient process replaces more traditional methods such as emailing your bank and investment statements.
    For additional information regarding Flinks, including security information, click here.
  2. You agree to amend or revise such Client Authorization from time to time to meet Bundled Services Providers’ requirements and to obtain your Clients’ updated authorization as needed.

f. Permitted Use of Bundled Services Data.

  1. You shall use the Bundled Services Data solely on or within the Services and shall not display the Bundled Services Data on any other website or with any other applications. Furthermore, you shall not repackage, redistribute, divert, license, rent, or resell Bundled Services Data to or for the benefit of any third party.
  2. You shall be solely responsible for the collection of Bundled Services Set(s) of Credentials provided by Client for their Bundled Services Data Source accounts (e.g., login names, passwords, etc.) and passing said information to us.

g. Processing of User Connections. You acknowledge that:

  1. all User connection registrations and/or storage and transmission of Bundled Services Data through the platforms of the Bundled Services Providers via the Bundled Services (as applicable) are subject to successful processing by the applicable Bundled Services Provider, which shall be based on, to the extent possible, confirming the accuracy and adequacy of the registration information submitted by the User; and
  2. A Bundled Services Provider may in its sole discretion reject any such registration.

h. Bundled Services Provider Use of Data. You acknowledge that Bundled Services Providers may, during the term of this Agreement, use Bundled Services Data internally for the sole purpose of providing and improving the Bundled Services pursuant to these Terms and Conditions.

i. Security Standards. If you host the Bundled Services or store Bundled Services Data within your broader IT systems, you agree to comply with applicable information security requirements for financial institutions and/or third parties servicing financial institutions based on the type of confidential information received, accessed or transmitted from or to each financial institution and/or the type of access to financial institution systems.

j. Security Attestation Process. If you host the Bundled Services or store Bundled Services Data within your broader IT systems, you agree to provide the Company with a summary of any security audit report(s) conducted by an independent organization detailing the scope and results of the assessment, or you agree to provide to the Company a letter from you, on your letterhead and signed by a duly authorized signatory, that certifies the existence and viability of the security practices of the Account Holder.

k. Client Security Breach. In the event of a Security Breach of your business or other material cause for reasonable concern pertaining to your security protocols in relation to the Bundled Services, you will use best efforts to inform us, within twenty-four (24) hours of such event being known by you, of the breach or cause for concern. You shall provide reasonable access to information reasonably required by us and will make personnel available to the extent reasonably necessary to answer questions or otherwise assist us in determining the impact to Bundled Services. All information exchanged in connection with this activity shall be deemed to be the confidential information of the disclosing party. In the event of a security breach of your website, or other material cause for reasonable concern about security, reported and confirmed by you, we shall reserve the right to suspend the Bundled Services, or the portion of the Services related thereto, upon written notice to you until the applicable Bundled Services Provider has reasonably determined that the incident does not pose a security or reputational risk to them.

l. Security Breach of Bundled Services. In the event of a Security Breach of the Bundled Services, we will inform you in accordance with the requirements of Applicable Law. We and Bundled Services Providers shall cooperate with the you in the investigation and provide all necessary material related to you and the Bundled Services to satisfy your investigation and resolution process. We and Bundled Services Providers shall provide reasonable access to information reasonably required by you to answer questions or otherwise determine the impact to the Bundled Services and you. At the conclusion of the incident, we shall provide a written summary to you.

m. Operational Metrics. Bundled Services API Availability including, Flinks Connect Availability, is monitored on a 24/7 basis and assessed monthly. We try our best to ensure 99% Bundled Services API excluding Scheduled Maintenance, Emergency Maintenance and any Bundled Services Data Source malfunction out of our or Bundled Services Provider’s control.

n. Technical Support. In the event that any Errors occur with regards to the Bundled Services, you shall report to us such Error(s) in accordance with the Severity Levels set out below. We will make reasonable commercial efforts to respond to each Error with regards to the Bundled Services starting from the time Account Holder notifies us of the Error at issue as follows:

Severity Level Acknowledgement Time
“Severity Level 1” is an emergency condition which makes the use or continued use of any one or more functions of the Bundled Services impossible or significantly impaired. The condition requires an immediate solution that is not already available to you. < 4 hours
“Severity Level 2” is, other than any Severity Level 1 problem, any condition which makes the use or continued use of any one or more functions of the Bundled Services difficult and which you or our Client cannot reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort. < 8 hours
“Severity Level 3” is, other than any Severity Level 1 problem or Severity Level 2 problem, any limited condition which is not critical in that no loss of Bundled Services Data occurs and which you or your Client can reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort. < 1 day
“Severity Level 4” is, other than any Severity Level 1 problem, Severity Level 2 problem or Severity Level 3 problem, a minor condition or Bundled Services Documentation error which you or your Client can easily circumvent or avoid. Additional requests for new feature suggestions, which are defined as new functionality in existing Bundled Services, are also classified as Severity Level 4. < 3 days

o. Indemnification re Bundled Services. You will indemnify and hold the Company and Bundled Services Providers harmless from any damages or costs incurred in any loss, claim, suit or proceeding or agreed to in settlement thereof, if the suit or proceeding is based on breach of the Client Authorization, including, without any limitation, any failure by you to obtain adequate Client permissions or provide legally sufficient disclosures regarding collection or use of Bundled Services Data, Personal Information, and the provision of the services contemplated under the Client Agreement or by Client in any regard, or related to any enforcement action brought by any governmental or regulatory agency.

7. Intellectual Property Rights and Ownership.

a. You understand and agree that the Services and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including without limitation copyright, trademark, patent, trade secret, and any other proprietary rights.

b. The name, trademarks, logos, product and service names, designs, images and slogans related to the Services are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Services are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of Applicable Law or other laws and could subject the infringer to legal action.

c. You shall not directly or indirectly:

  1. copy, use, analyze, reverse engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Services or data stored through the Services in order to:
    1. ascertain, derive, or appropriate for any purpose whatsoever the source code or source listings or data structures for the Services; or
    2. otherwise attempt to discover the source code or source listings of the Services or any trade secret information; or
  2. reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Services, in any form or medium whatsoever except:
    1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed; and
    2. a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for lawful use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever.

d. You are not permitted to modify copies of any materials from the Services nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

e. If you print off, copy or download any part of the Services in breach of these Terms and Conditions, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Services or to any content on, from, or generated by the Services, and all rights not expressly granted are reserved by the Company. Any use of the Application not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

8. Conditions of Use and User Submissions.

a. As a condition of your access and use, you agree that you may use the Services only for lawful purposes and in accordance with these Terms and Conditions.

b. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms and Conditions.

c. You hereby:

  1. grant to Company a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display all User Data and perform all acts with respect to the User Data as may be necessary for Company to operate the Services and provide services to you;
  2. acknowledge that you are solely responsible for the development, content, operation, maintenance, and use of User Data;
  3. agree that the Company may aggregate User Data from you and/or your Clients with User Data from others for analytics, to provide additional services to you and for other legitimate business purposes provided that User Data is only used in anonymized or aggregated form (“Anonymous Service Data”), which the Company shall own all right, title and interest in and to such Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data, and you hereby assign, transfer and convey to the Company any ownership interest you may have in any Anonymous Service Data ; and
  4. represent and warrant that
    • you own and control all of the rights to the User Data that you submit or otherwise transmit using the Services; and
    • the use or other transmission of such User Data does not violate these Terms and Conditions or any Applicable Law or other laws.

d. You shall not use the Services if you are employed by, or otherwise work for, a competitor of the Company or for the purposes of evaluating the Application for competitive purposes or for any other purposes whatsoever.

9. Privacy.

a. We comply with our Privacy Policy available at https://www.planworth.co/privacy-policy. Our Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and have accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information and any User Data you or your Clients provide in compliance with the then-current version of our Privacy Policy.

b. You hereby represent and warrant that you have obtained all required consents and are otherwise compliant with all privacy and data security laws and regulations applicable to any User Data you provide.

c. You hereby represent and warrant that you have adopted a privacy policy that complies with all applicable privacy and personal information protection laws and regulations, and such privacy policy will govern the use of all User Data by you.

10. Payments and Billing.

a. Paid Services. Some of the Services may be subject to payment (the “Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Services are incorporated into these Terms and Conditions.

b. Paying. We accept credit card payments for use of the Paid Services through our third-party payment processor, Stripe https://stripe.com/en-ca/legal/ssa. The processing of payments will be subject to the terms, conditions and privacy policies of Stripe in addition to these Terms and Conditions. We are not responsible for Stripe’s error. By choosing to use the Paid Services, you agree to pay us, through Stripe, all charges at the prices then in effect for use of such Paid Services and you authorize us to have your credit card charged by Stripe. The terms of your payment may be determined by agreements between you and your credit card company. If we, through Stripe, do not receive payment from you, you agree to pay any amounts due upon demand.

c. Billing. The Company will bill any fees associated with your use of the Paid Services (including use by your Clients) plus applicable tax to the credit card you provide. By signing up for the Paid Services, you acknowledge that the fees associated with your use of the Paid Services will be automatically billed again on each renewal date thereafter unless and until you cancel your use of and access to the Paid Services in accordance with these Terms and Conditions. YOU AGREE THAT CONSISTENT RECURRING SUBSCRIPTION FEES MAY BE CHARGED AUTOMATICALLY BY US WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR CREDIT CARD INFORMATION. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG INTO YOUR ACCOUNT, CLICK ON “BILLING AND PAYMENTS” AND UPDATE YOUR BILLING PREFERENCES.

d. Current Payment Information Required. You are responsible for keeping your credit card information current, complete and updated. If your credit card reaches its expiration date, we may attempt to contact you to update your payment information using your primary email address associated with your Account. You agree to promptly notify us and your credit card company if your credit card is cancelled (e.g., for loss or theft) or if you become aware of potential breach of security. You agree that we (via Stripe) may continue charging your credit card for the Paid Services unless you have terminated your access to the Paid Services or you tell us to use a different credit card before the end of the applicable billing period. If any fee is not paid in a timely manner, or Stripe is unable to process your transaction using the credit card information you provided for payment, we reserve the right to suspend or terminate your access to the Services.

e. Applicable Fees. All fees and charges are prepaid and non-refundable. The Company may change the fees and charges in effect, or add new fees and charges from time to time, but we will notify you of any such changes in advance through your primary email address associated with your Account.

f. Free Trials and Other Promotions. Any free trial or other promotion that gives you access to the Services must be used within the specified time of the trial. You must stop using and cancel your access to the Paid Services before the end of the applicable trial period to avoid being charged for the Paid Services. If you cancel prior to the end of the trial period and are inadvertently charged for Paid Services, please contact us at connect@planworth.co.

g. Cancellation. You may cancel your Account and/or your use of and access to the Services at any time by logging into your Account. You will continue to be billed for your use of and access to the Paid Services unless and until you cancel it or we terminate it. You must cancel your use of and access to the Paid Services before the start of a new renewal period to avoid having the next period’s fees billed to your credit card. Again, please note that any charges submitted to or processed by Stripe before we could reasonably act in response to such cancellation will not be affected. The Company will not issue a refund for the most recently (or any previously) charged fees associated with the Paid Services prior to any such cancellation. In other words: Cancellation is effective immediately, but does not affect charges already incurred. Parts of this Agreement still apply to you even after you cancel your Account.

11. Third-Party Service Providers.

You acknowledge and agree that the Company and/or the Services may utilize third-party service providers to operate, host, maintain, monitor, develop, process payment for, and facilitate communication through the Services. We are not responsible for a provider’s error.

12. Linked Websites.

The Services may provide links to third party websites for your convenience only. The inclusion of these links does not imply that the Company monitors or endorses these websites. The Company does not accept any responsibility for such websites. WE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, CAUSED OR ALLEGED TO BE CAUSED, BY OR IN CONNECTION WITH THE USE OF OR THE RELIANCE UPON ANY INFORMATION, CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD-PARTY WEBSITES OR LINKED RESOURCES.

13. Geographic Restrictions.

We provide the Services for use only by persons located in Canada. The Services are not intended for use in any jurisdiction where its use is not permitted. If you access the Services from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

14. Disclaimer of Warranty.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT YOU MAY NOT RELY ON THE PERFORMANCE, OUTPUTS OR ANY OTHER ASPECT OF THE SERVICES. NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS, THE SERVICES ARE PROVIDED “AS IS” AND THE COMPANY AND THE BUNDLED SERVICES PROVIDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY AND THE BUNDLED SERVICES PROVIDERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY AND THE BUNDLED SERVICES PROVIDERS MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS OR EXPECTATIONS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

15. Additional Disclaimers.

FURTHER, YOU ACKNOWLEDGE THAT:

a. We disclaim any and all responsibility or liability for any unauthorized use your Account or your Clients’ Accounts.

b. The contents of any plans, recommendations or calculations or any other output of the Services are provided for educational or general information purposes only and do not constitute legal, tax, investment or other professional advice or an opinion of any kind and will not be relied upon as such by you or others;

c. The contents of any plans, recommendations or calculations or any other output of the Services is for your sole use and for no other purpose;

d. The Company is not verifying the facts, assumptions and any User Data inputted by you or others into the Services;

e. In respect of any plans, recommendations or calculations or any other output of the Services, you are aware that you must seek specific legal, tax or other advice by contacting a lawyer, accountant, or other professional, as the case maybe, before exploring or implementing any output produced by the Services; and

f. The Services may contain features or links to websites and services provided by third parties. Any information you provide on third-party sites or services is provided directly to the operators of such services and is subject to those operators’ policies, if any, governing privacy and security, even if accessed through the Services. We are not responsible for the products, services, content or privacy and security practices and policies of third-party sites or services to which links or access are provided through the Services. We encourage you to learn about third parties’ products, services, and privacy and security policies before providing them with information and purchasing or otherwise availing yourself of such third-party’s products, services, and/or content.

16. Limitations of Liability.

IN NO EVENT WILL THE COMPANY OR THE BUNDLED SERVICES PROVIDERS BE LIABLE UNDER ANY LAW, STATUTE, OR LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY:

a. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES;

b. INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;

c. LOSS OF GOODWILL OR REPUTATION;

d. USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR

e. COST OF REPLACEMENT GOODS OR SERVICES,

IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, SAVE FOR CLAIMS STEMMING FROM

f. ACTS OF GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD, OR

g. A PARTY’S INDEMNITY OBLIGATIONS HEREUNDER,

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY OR THE BUNDLED SERVICE PROVIDERS ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY, EXCEED FIVE DOLLARS ($5.00).

17. Indemnification.

To the maximum extent permitted by Applicable Law, you agree to defend, indemnify, and hold harmless the Company, the Bundled Services Providers, their parents, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

a. your breach of these Terms and Conditions or your use of the Services, including, but not limited to, your use or submission to the Services of User Data or any use of the Services’ content, services, and products other than as expressly authorized in these Terms and Conditions; or

b. any enforcement action brought by any governmental or regulatory agency.

c. Indemnification. You will indemnify and hold us and Bundled Services Providers harmless from any and all damages or costs incurred in any loss, claim, suit or proceeding or agreed to in settlement thereof, if the suit or proceeding is based on breach of this Agreement by you, including, without any limitation, any failure by you to obtain adequate Client permissions or provide legally sufficient disclosures regarding collection or use of User Data, personal information, and the provision of the services contemplated under this Agreement or by you in any regard, or related to any enforcement action brought by any governmental or regulatory agency.

18. Governing Law/Choice of Forum.

These Terms and Conditions shall be construed pursuant to the Applicable Laws, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms and Conditions shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.

19. Availability.

WHILE WE ENDEAVOUR TO KEEP DOWNTIME TO A MINIMUM, WE CANNOT PROMISE THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. WE RESERVE THE RIGHT TO INTERRUPT/SUSPEND THE SERVICES, OR ANY PART THEREOF, WITH OR WITHOUT PRIOR NOTICE FOR ANY REASON AND YOU SHALL NOT BE ENTITLED TO ANY REFUNDS OF FEES FOR INTERRUPTION OF THE SERVICES.

20. Access to the Internet.

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use the Services, and you shall be solely responsible for all charges and fees related thereto.

21. Internet Software or Computer Viruses.

Due to technical difficulties with the Internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Services. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from the Services. THE COMPANY AND BUNDLED SERVICES PROVIDERS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SOFTWARE, COMPUTER VIRUSES OR OTHER DESTRUCTIVE, HARMFUL OR DISRUPTIVE FILES OR PROGRAMS THAT MAY INFECT OR OTHERWISE IMPACT YOUR USE OF YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF THE SERVICES OR YOUR DOWNLOADING ANY USER-GENERATED CONTENT OR OTHER CONTENT FROM THE SERVICES. THE COMPANY RECOMMENDS THAT YOU INSTALL APPROPRIATE ANTI-VIRUS OR OTHER PROTECTIVE SOFTWARE.

22. Third Party Consents.

You are solely responsible for obtaining and maintaining any necessary consents or permissions from any third party whose information may be collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled by Services and agree to obtain and maintain all such consents or permissions throughout the term of these Terms and Conditions.

23. Entire Agreement.

The Terms and Conditions and our Privacy Policy, together with any other documents incorporated herein by reference, constitute the sole and entire agreement between you and the Company in respect of the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

24. Survival.

All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

25. Third-Party Beneficiaries.

Bundled Services Providers are third-party beneficiaries under this Agreement.

26. Notices.

Any notices to the Company must be sent to our corporate headquarters address available at www.planworth.co and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by the Company. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from the Company. You agree that any notices, agreements, disclosures, or other communications that the Company sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

27. Waiver.

No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

28. Severability.

If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

29. Assignment.

These Terms and Conditions are not assignable, transferable or sub-licensable by you except with the Company’s prior written consent. We may assign, transfer or convey these Terms and Conditions to a third party without notice to you.

30. Termination.

The Company may, from time to time, but is in no way obligated to, permit you and your Clients to access and use the Services in accordance with these Terms and Conditions and in the manner more particularly set out herein. In the event you violate the restrictions on use, confidentiality or proprietary rights provisions set forth in this Agreement, we shall have the right to terminate the Agreement immediately. Upon the termination of the Agreement, you will immediately return to us or destroy all copies of any materials associated with the Services in your possession.

31. Suspensions.

a. We reserve the right to suspend your Account and/or your access to the Services immediately, with or without notice to you, and without liability to you, if the Company, in its sole discretion, believes that:

  1. you have violated or otherwise breached these Terms and Conditions;
  2. any information provided by you is untrue, inaccurate, not current or incomplete; or
  3. you, or any other parties, are obtaining unauthorized access to the Services or any other systems or information of the Company.

b. These suspensions will be for such periods of time as the Company may reasonably determine is necessary to permit the thorough investigation of such suspended activity.

32. Investigations.

You agree that the Company or its representatives may access your Account and all information and any records related thereto on a case-by-case basis to investigate complaints or allegations of:

  1. any breach of these Terms and Conditions;
  2. infringement of third-party rights;
  3. any unauthorized use of the Services; or
  4. breach of Applicable Laws.

The Company does not intend to disclose the existence or occurrence of any investigation unless required by law or if requested by law enforcement officials.

33. Protection of Rights.

You acknowledge that the provisions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company and the Bundled Services Providers.

34. Deleting Accounts.

You can request your Account to be deleted at any time by requesting us to permanently delete your Account and all information contained in it, by sending an email to connect@planworth.co. Upon receipt of your deletion request, we will initiate a process to delete your Account and related information.

35. Language.

It is the express wish of the parties that these terms 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.

36. Publicity.

During the term of this Agreement, either party may (a) include the name and logo of the other party (including any variation thereof), including but not limited to in lists of customers or vendors (including on its website and in marketing materials) or (b) issue a press release, or publish on social media, in respect of this Agreement.

37. Reporting and Contact.

All feedback, comments, requests for technical support, and other communications relating to the Application should be directed to connect@planworth.co.

DATE: JUNE 26, 2023