Terms of Service

These terms of service for www.brownandbeatty.com (the “Website”) and the Brown & Beatty software platform (the “Platform”) constitute a legal agreement and are entered into by and between you and 1001234514 Ontario Inc., an Ontario corporation (“Company,” “we,” “us,” “our”). The following terms and conditions (these “Terms of Service”) govern your access to and use of, including any content and functionality offered on or through, the Website and the Platform.

These Terms of Service govern your access to and use of the publicly accessible portions of the Website and, for users without a separate Master Services Agreement, the Platform. These Terms of Service do not govern access to or use of the Platform for users who have entered into a separate written Master Services Agreement (the “Master Services Agreement”). In the event of any conflict or inconsistency between these Terms of Service and the Master Services Agreement, the Master Services Agreement shall prevail. If you have approved a written Order Form from the Company, the pricing, seat counts, and term duration in that Order Form shall prevail over any conflicting terms herein.

BY USING THE WEBSITE OR THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF SERVICE AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE PLATFORM.

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

The information and material on this Website or Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice.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 Website or Platform is restricted to users or unavailable at any time or for any period.

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. For all data submitted to the Platform (“Customer Data”), the Company shall ensure that such data is stored and hosted on servers physically located within Canada.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Website and Platform. Users are required to ensure that all persons who access the Website or Platform through a user's internet connection are aware of these Terms of Service and comply with them.

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

You are prohibited from attempting to circumvent and from violating the security of this Website or the Platform, including, without limitation:

• Accessing content and data that is not intended for you;
• Attempting to breach or breaching the security and/or authentication measures which are not authorized;
• Restricting, disrupting, or disabling service to users, hosts, servers, or networks;
• Illicitly reproducing TCP/IP packet header;
• Disrupting network services and otherwise disrupting the Company's ability to monitor the Website or Platform;
• Using any robot, spider, or other automatic device, process, or means to access the Website or Platform for any purpose, including, but not limited to, monitoring, copying, or training machine learning models or artificial intelligence systems;
• Introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
• Attacking the Website/Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and
• Otherwise attempting to interfere with the proper working of the Website or Platform.

The Website includes links, portals, or access points that enable authorized users to access the Platform. Any authorized access to or use of the Platform is governed by these Terms of Service, unless you are party to a separate written Master Services Agreement. To the extent the Website facilitates technical access to the Platform, such facilitation is provided “as is” and solely as a convenience. You hereby fully release and discharge the Company and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors, from all liability associated with any unauthorized access to or use of the Platform or your breach of these Terms of Service.

You understand and agree that the Website, the Platform, and their entire contents, features, and functionality, including, but not limited to, all information, software, code, data, text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, as applicable, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws.

The Company name, its trademarks, trade names, service marks, and logos, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.

You may only use the Website and Platform for your internal business purposes strictly in accordance with these Terms of Service. Except as expressly permitted below, you shall not directly or indirectly reproduce, compile into a database for external distribution, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website or Platform. Notwithstanding the foregoing, you may:

• Temporarily store or cache copies of materials incident to ordinary Website or Platform use;
• Print or download a reasonable number of copies for internal business purposes, including internal evaluation, compliance review, training, procurement, or record-keeping, provided that all proprietary notices are retained; and
• Share such materials internally within your organization solely with employees, contractors, or professional advisors who have a legitimate need to know and who are bound by confidentiality obligations.

You must not use the Website or Platform content for the purpose of developing, marketing, or supporting a product or service that competes with the Company. Nothing in these Terms of Service grants you any licence or right to access or use the underlying software, documentation, algorithms, or artificial intelligence models used to power the Platform, except as set out in an applicable Order Form.

Customer Data Ownership: You own all data, information, or material that you submit to the Platform (“Customer Data”). You grant the Company a non-exclusive, royalty-free, worldwide licence to use, host, and process Customer Data solely as necessary to provide the Services. The Company will not use Customer Data to train third-party large language models or artificial intelligence systems without your express written consent.

Users are not permitted to modify copies of any materials nor delete or alter any copyright, trademark, or other proprietary rights notices. The Company may employ technological protection measures to monitor access to and protect the integrity of the Website and Platform. No rights or licences are granted to you by implication, estoppel, or otherwise, except for the limited rights expressly set out in these Terms of Service.

Your provision of registration information and any submissions you make to the Website through any functionality (“Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

By providing Website Submissions (e.g., inquiry forms), you grant the Company a non-exclusive, royalty-free licence to use, store, and process such information solely for the purposes of responding to your inquiries, communicating with you, providing requested information, evaluating potential business relationships, and otherwise operating the Website. This licence applies only to Website Submissions made through publicly accessible portions of the Website. It does not apply to Customer Data submitted through the Platform, which is governed by the ownership protections in Section 4.

By submitting Website Submissions, you declare and warrant that you own or have the necessary rights to submit the Website Submissions and have the right to grant the licence hereof to us and our affiliates and service providers. You represent and warrant that all Website Submissions comply with applicable laws and regulations and the Site Content Standards set out in Section 7.

As a condition of your access and use, you agree that you may use the Website and Platform only for lawful purposes and in accordance with these Terms of Service. You warrant and agree that your use and any Submissions shall not:

• Violate any applicable federal, provincial, local, or international law or regulation (including export laws);
• Provide false, inaccurate, or misleading information;
• Impersonate or attempt to impersonate any person or entity;
• Transmit unauthorized advertisements or “spam”;
• Promote illegal activity, or advocate, promote, or assist any unlawful act;
• Contain malicious code, viruses, or other harmful material.

Company has the right, without provision of notice and in our sole discretion, to:

• Restrict, suspend, or terminate your access to all or part of the Website and/or the Platform if we believe you have violated these Terms of Service or if your use poses a security risk.
• Take appropriate legal action, including referral to law enforcement. We have the right to fully cooperate with any law enforcement authorities or court order requesting the disclosure of the identity of anyone posting materials on or through the Website or Platform.
• Terminate or suspend your access for any or no reason.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY RELATING TO INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

The content on our Website is provided for general information purposes only. The Platform is an information tool and does not provide legal advice. Use of the Services does not create a solicitor-client, lawyer-client, or fiduciary relationship.

Verification of Output: AI-generated output may contain errors. You maintain ultimate professional responsibility for all work product and must exercise independent professional judgment to verify all outputs (including case citations and statutory references) in accordance with the Law Society of Ontario or your applicable regulator. You must not rely on any information on the Website or Platform as a substitute for legal advice from a qualified lawyer licensed in your jurisdiction.

This Website/Platform may provide links to third-party sites. We make no representations about any other websites. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of third-party sites and accept no responsibility for them or for any loss or damage that may arise from your use of them.

You may link to our homepage, provided you do so in a way that is fair and legal and does not suggest any form of association or endorsement where none exists. Our Website must not be framed on any other site. We reserve the right to withdraw linking permission without notice.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE OR PLATFORM.

Notwithstanding the foregoing, the Company's total aggregate liability to you for all claims arising out of or related to these Terms of Service shall not exceed the total fees paid by you to the Company in the twelve (12) months preceding the event giving rise to the claim.

The Website, the Platform, and these Terms of Service will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule and notwithstanding your domicile, residence, or physical location.

Any action or proceeding arising out of or relating to this Website, the Platform, or these Terms of Service will be instituted in the courts of the Province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

These Terms of Service, together with our Privacy Policy and any applicable Order Form, constitute the sole and entire agreement between you and the Company regarding the Website and the Platform and supersede all prior understandings, agreements, representations, and warranties, both written and oral.

For users who have entered into a separate Master Services Agreement, these Terms of Service govern your use of the Website and publicly accessible portions of the Platform, but the Master Services Agreement shall exclusively govern the professional services and software access provided thereunder. In the event of any conflict or inconsistency between the provisions of these Terms of Service and a Master Services Agreement, the Master Services Agreement shall prevail to the extent of the conflict or inconsistency.

This Website and Platform are operated by 1001234514 Ontario Inc.

• Copyright Infringement Claims: Should be sent to legal@brownandbeatty.com.
• Misuse Reporting: Should be reported to legal@brownandbeatty.com.
• Technical Support & Feedback: All other communications should be directed to support@brownandbeatty.com.