Lienfluent Terms of Use

Last Updated: October 1, 2023

These terms of use (the “Terms of Use”) govern your use of: (a) the website located at https://lienfluent.com (the “Website”); (b) the software, hardware, and systems used by us to host and make available our services to you; and (c) all other products or services provided by us, as described on, or provided through, the Website, whether or not they are expressly identified in these Terms of Use (collectively, the “Lienfluent Platform”). These Terms of Use form an agreement between 13139026 Canada Inc. dba Lienfluent (“Lienfluent”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity accessing, visiting, browsing, or otherwise using (“use” or “using” in these Terms of Use will mean any of the foregoing) the Lienfluent Platform.

BY USING THE LIENFLUENT PLATFORM, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE LIENFLUENT PLATFORM. IF YOU ARE USING THE LIENFLUENT PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

YOU ACKNOWLEDGE AND AGREE THAT NO LEGAL ADVICE IS PROVIDED BY US OR THE LIENFLUENT PLATFORM AND NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US.

EXCEPT IN CONNECTION WITH THE CREATION AND MAINTENANCE OF YOUR USER ACCOUNT AND THE SERVICES, YOU WILL NOT PROVIDE OR TRANSMIT TO US OR THE LIENFLUENT PLATFORM ANY INFORMATION THAT IDENTIFIES ANY INDIVIDUAL, INCLUDING ANY CLIENTS OR CUSTOMERS OF YOURS.

1. PERMITTED USE

The Lienfluent Platform is provided solely to assist you with conducting, reviewing and documenting due diligence searches, including but not limited to PPSA searches and Corporate Profile reports (the “Permitted Use”).

As a condition of your use of the Lienfluent Platform, you represent, covenant, and warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Lienfluent Platform in accordance with these Terms of Use; and (d) all information supplied by you to us or through the Lienfluent Platform is true, accurate, current and complete.

We retain the right, at our sole discretion, to deny you use of the Lienfluent Platform, at any time and for any reason, including your violation of these Terms of Use.

2. CHANGES TO THESE TERMS OF USE AND THE LIENFLUENT PLATFORM

Except where prohibited by applicable law, we reserve the right to change these Terms of Use, any part of the Lienfluent Platform or any material or content contained on or provided through the Lienfluent Platform (the “Content”) at any time without notice. Your continued access to, or use of, the Lienfluent Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

3. LICENSE GRANT TO DATA YOU PROVIDE ON THE LIENFLUENT PLATFORM

You retain ownership to all data, information, records and files that you upload to the Lienfluent Platform. Subject to these Terms of Use, you grant to us a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that you load, transmit to or enter into the Lienfluent Platform or otherwise provide to us, including: (a) all results from processing such data, information, records and files; and (b) all compilations, and derivative works of such data, information, records and files, in each case, for the purposes of: (i) providing the Lienfluent Platform; (ii) complying with applicable law; (iii) our reasonable audit and data retention policies; or (iv) to improve the Lienfluent Platform.

For more information on our privacy practices, please see Section 7 of these Terms of Use.

4. USER ACCOUNT

If you are provided with a user account (“User Account”) for use with the Lienfluent Platform, you will keep any username and password login credentials associated with your User Account (“User ID”) secure and will not share your User ID with anyone else. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Lienfluent Platform, or your account details.

5. TERM AND TERMINATION

These Terms of Use will commence on the day you first accept these Terms of Use and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Lienfluent Platform; or (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Lienfluent Platform) that your User Account be deleted, ceasing use of the Lienfluent Platform.

6. OWNERSHIP

The Lienfluent Platform and the Content, including all designs, graphics, pictures, illustrations, software, source code, computer programs, inventions, data, artwork, video, music, sound, names, words, text, titles, phrases, logos and marks displayed on or relating to the Lienfluent Platform, are owned or licensed by us and are protected by copyright, trademark and other intellectual property laws.

We expressly reserve all rights, title and interest in and to the Lienfluent Platform, the Content, and all materials provided by us to you in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all rights, title and interest in and to the Lienfluent Platform, the Content, and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with us (or our licensors, if applicable), and that the Lienfluent Platform, the Content, and all other materials provided by us hereunder are made available and not “sold” to you.

7. PRIVACY POLICY

Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

8. NO UNLAWFUL OR PROHIBITED USE

You will not, without our prior written permission, use the Lienfluent Platform or the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not (and will not attempt to), and will not permit anyone else to (or attempt to): (a) “frame”, “mirror”, “deep-link” or otherwise incorporate the Lienfluent Platform or the Content or any part thereof on any website; (b) access, monitor or copy any part of the Lienfluent Platform or the Content using any robot, spider, scraper or other automated means; (c) violate the restrictions in any robot exclusion headers on the Content or the Lienfluent Platform or bypass or circumvent other measures employed to prevent or limit access to the Lienfluent Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Lienfluent Platform; (e) use the Lienfluent Platform or Content as part of any service for sharing, lending or multi-person use; (f) circumvent, disable or defeat any of the security features or components, such as encryption functionality, that protect the Lienfluent Platform; (g) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Lienfluent Platform; (h) create derivative works based on the Lienfluent Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Lienfluent Platform or the Content; (i) use the Lienfluent Platform in a manner that violates the rights (including the intellectual property rights) of any third party; (j) upload to or transmit through the Lienfluent Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion; (k) upload to the Lienfluent Platform any documents that are not PPSA search results or (l) except as expressly permitted and enabled by the Lienfluent Platform, save, download, archive, or otherwise copy any Content.

9. THIRD PARTY WEBSITES

The Lienfluent Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.

10. COMMUNICATIONS NOT CONFIDENTIAL

We do not guarantee the confidentiality of any communications made by you through the Lienfluent Platform. You understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Lienfluent Platform.

11. LEGAL ADVICE DISCLAIMER

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE LIENFLUENT PLATFORM, THE CONTENT, AND ALL OTHER PRODUCTS AND SERVICES MADE AVAILABLE TO YOU IN CONNECTION WITH THESE TERMS OF USE ARE DESIGNED AND INTENDED TO BE USED AS INFORMATION TOOLS AND SERVICES ONLY. ACCORDINGLY, THEY ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR LEGAL ADVICE AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR LEGAL ADVICE.

THE LIENFLUENT PLATFORM DOES NOT PROVIDE LEGAL ADVICE AND IS NOT INTENDED TO SUBSTITUTE THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGEMENT OF A LAWYER. NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US. LIENFLUENT IS NOT AFFILIATED WITH ANY LAW FIRM.

12. DISCLAIMER AND LIMITATION OF LIABILITY

THE LIENFLUENT PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE LIENFLUENT PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE LIENFLUENT PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE LIENFLUENT PLATFORM OR THE CONTENT.

WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE LIENFLUENT PLATFORM OR THE CONTENT EXCEED ONE HUNDRED CANADIAN DOLLARS ($100) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

13. INDEMNIFICATION

You will defend, indemnify and hold harmless us and all of our officers, directors, employees, agents, and advisors from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including to reasonable legal and accounting fees, brought in connection with or as a result of:

(a) your breach of any provision of these Terms of Use or any documents referenced herein;
(b) your violation of any law or the rights of a third party (including intellectual property rights); or
(c) your use of the Lienfluent Platform (including your use of the Lienfluent Platform in connection with any legal activities).

14. GOVERNING LAW AND JURISDICTION

These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Lienfluent Platform or the Content, notwithstanding your domicile, residency or physical location. You will only use the Lienfluent Platform and the Content in jurisdictions where the Lienfluent Platform and the Content may lawfully be used and, except as restricted by applicable law and subject to the Arbitration terms below, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Lienfluent Platform or the Content.

15. ARBITRATION

For any dispute with Lienfluent, you agree to first contact us at hello@lienfluent.com and attempt to resolve the dispute with us informally. In the unlikely event that Lienfluent has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at https://www.jamsadr.com/

The arbitration will be conducted in Toronto, Ontario, Canada, unless you and Lienfluent agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.

If you are an individual using our services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process.

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section shall be deemed as preventing Lienfluent from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

16. ENTIRE AGREEMENT, WAIVER AND SEVERABILITY; OTHER PROVISIONS

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Lienfluent Platform. The term “including” means “including without limiting”. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.