Last updated and effective on: July 31, 2023
1. Use of the Services; Restrictions on Use, Retention of Rights.
1.3 Goodfact’s Licenses to Provide the Services. The User hereby grants and agrees to grant Goodfact a non-exclusive, royalty free, fully paid-up, worldwide, right and license to use its Confidential Information and Content, for the sole purpose of providing the Services, including the right for Goodfact to create, offer, monitor, troubleshoot, and improve the Services, and including all Intellectual Property reasonably necessary for such use. For the avoidance of doubt, and without limitation, Goodfact’s rights under this section include the rights to generate and publish anonymized reports related to system and Content usage and characteristics.
1.4 User’s Retention of Rights. Except as reasonable to provide the Services, and as provided in Section 1.3 (Goodfact’s Licenses to Provide the Services), you shall retain all right, title, and interests in and to your Confidential Information and Content, including all Intellectual Property related thereto.
1.7 Feedback. You do not have to provide feedback to Goodfact on its products or services, such as ideas for improvements, changes, bug fixes, workarounds, and other ideas related to current or future products or services (collectively “Feedback”), but if you do provide Goodfact Feedback we must be able to use the Feedback without restrictions. Therefore, if you do provide Feedback, you hereby grant Goodfact a nonexclusive, worldwide, perpetual, royalty-free, fully paid-up, irrevocable, fully sublicensable, license, to use, reproduce, modify, adapt, translate, publish, publicly perform and display, make derivative works of, broadcast, transmit and distribute, the Feedback, for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Feedback into any Goodfact product or service, new or existing, and to market, sell, offer to sell, import, sublicense and distribute the Feedback as incorporated or embedded in any product or service, in any manner, without compensation to you. You warrant that: (a) you have the right and authority to disclose Feedback to Goodfact, and to grant this license, and; (b) Goodfact's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights, including those related to Intellectual Property. Feedback may include but is not limited to ideas, software, data, and other material that may be provided to Goodfact related to current or future technologies, products, and services.
2. Changes and Updates to Services.
2.1 Updated Services. Goodfact reserves the right to add to, modify, suspend, or discontinue any features or functionality related to the Services without notice, however Goodfact intends to provide reasonable notice to the User of any modification that materially impacts the functionality of the Services.
2.2 Maintenance and Suspension of Services. Goodfact reserves the right to suspend or terminate access to the Services for operational purposes, including for maintenance, repairs, or installation of upgrades. Goodfact will attempt to provide reasonable notice prior to any such suspension that occurs during business hours, and Goodfact will attempt to minimize disruption in connection with any operational suspension.
3. User’s Obligations.
3.1. Services. Access to Goodfact’s paid services requires a valid fully paid-up user account, in accordance with any applicable Documentation, including payment of any applicable fee as further described in Goodfact’s fee schedule.
3.2 User Registration. Each User must register to use the Services, and provide Goodfact the information requested during such registration, including their full legal name, a valid email address, and any other information requested by the Services. Each User will establish a unique identifier to access and use the Services (a “Username”). The Username shall only be used by the User to whom it is assigned, and shall not be shared with, or used by any other person.
4. Confidentiality, Security, and Client Relationship.
4.1 Confidential Information. Goodfact and you will have access to certain information, materials, and data related to technologies, individuals and cases that a reasonable person under the circumstances would consider confidential, solicitor-client privileged communications, or proprietary information, whether or not such materials are marked as confidential or proprietary (“Confidential Information”). Notwithstanding the generality of the above, Confidential Information includes without limitation, Goodfact Materials, including all Intellectual Property related thereto, and User’s Confidential Information and Content, including but not limited to PII.
4.2 Non-Disclosure. Goodfact and you agree to not disclose Confidential Information to any third party or use Confidential Information in a manner that is not related to the delivery of or your use of the Services. Goodfact and you shall protect Confidential Information in a manner at least as protective as your own confidential information, but in no case with less than commercially reasonable care, and shall prevent any unauthorized use or disclosure of Confidential Information, including by you or a third party. You acknowledge that any unauthorized use or disclosure of Goodfact Confidential Information will cause Goodfact irreparable harm and injury for which there are inadequate remedies at law, and that notwithstanding any other provision of this agreement, Goodfact shall be entitled to equitable relief for unauthorized use or disclosure of its Confidential Information, without the need to post bond, in addition to all other remedies available to it.
4.4 No Legal Advice. While the Services support customers involved in the legal industry, at no time does Goodfact work under or at the direction of any counsel using the Services, and at no time shall there be a solicitor-client relationship between Goodfact and any party using the Services, and no information provided in or through the Services shall be deemed legal advice to any party under any circumstances.
4.5 Relationship of the Parties. Goodfact provides the Services to Users as an independent contractor and neutral vendor. As a neutral vendor, Goodfact does not represent any party with regards to any legal matter being supported by the Services, and Goodfact has no duty to review client cases for potential conflicts of interest with regards to the User or any other party involved in a case that is supported by the Services. At no time shall Goodfact be required to perform a conflict of interest review or to seek any waiver of any conflict of interest or potential conflict of interest relating to the Services or any legal matter that is supported by the Services. At no time shall Goodfact be deemed an expert witness or consultant of any User or party. Notwithstanding anything in this section, you agree that Goodfact may have access to your Confidential Information and the Confidential Information of other parties using the Services.
5.1 Payments. Unless other arrangements are agreed to in writing by Goodfact, agreed-upon payments shall be made automatically using the User’s pre-authorized credit card or debit card provided by the User and kept on file by Goodfact.
5.2 Changes to Service Levels. Upgrades or downgrades to existing service levels will take effect immediately. The User will either be billed or refunded for the difference between the amount already paid for a particular level of Services and the price of the upgraded level of service (the “Upgrade Fee”) or downgraded level of Service (the “Downgrade Refund”). Any Upgrade Fees or Downgrade Refunds will be reflected within 30 days. Except as expressly set forth in this Agreement, no refunds or credits will be issued.
5.3 Fees and Pricing. Fees and pricing, including for Per-Matter Accounts and Matter Sizes, are subject to change upon notice.
5.4 Taxes. The User is responsible for paying its own taxes, and all taxes associated with the Services, including but not limited to all applicable provincial, territorial, federal, local, workers compensation, internet-based, value added, sales and use taxes, or other applicable taxes. If Goodfact has the legal obligation to pay or collect taxes for which the User is responsible under this Section, the appropriate amount shall be invoiced to and paid by the User, unless the User provides Goodfact with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Term and Termination.
6.1 Term. This Agreement shall commence upon your consent to this Agreement through the registration process provided by Goodfact (the “Effective Date”), and shall continue until terminated in accordance with this Section.
6.2 Termination. Administrators may cancel accounts or access to Services at any time utilizing the termination procedures provided within the Services. No refunds will be applied to any canceled Services, subject to Section 6.5.
6.5 Effect of Termination. Upon termination for any reason, Users shall immediately cease using or accessing the Services. Except for termination under Section 6.3, Goodfact will for a period of not more than sixty (60) days after termination, make the User’s data available to the User. Goodfact may maintain User data for a reasonable period of time following the termination of Services to a User, however, Goodfact may, at its discretion, delete all User Data ninety (90) days following the termination of Services without notice regardless of the reason for termination. Goodfact shall not be liable for the deletion of User’s data.
In the event Goodfact terminates the Services pursuant to Section 6.4, Goodfact shall within sixty (60) days refund any fees paid for up to prior three (3) months paid less any amount owed to Goodfact by the User under any agreement. For the avoidance of doubt, Users shall not be entitled to a refund of any fees upon termination of the Services, except where Goodfact terminates, for convenience, under Section 6.4. The termination of the Services for any reason shall not effect any fees due or payable by the User or other party prior to such termination.
7. Appropriate Uses.
In order to preserve the quality and security of the Services, and out of respect for other users, you agree not to: (a) access or use the Site in any manner that could damage, disable, overburden, or impair any Goodfact accounts, the Services, computer systems, networks, or other users of the Services; (b) attempt to gain unauthorized access to any parts of the Site or any Goodfact accounts, computer systems or networks, or; (c) use any robot, spider, scraper or other automated means to access the Site or any Goodfact accounts, computer systems or networks without Goodfact's express written permission.
8.2 Goodfact Warranties. Goodfact warrants that as of the Effective Date, to its knowledge, the Services do not infringe the Intellectual Property of any third party. The foregoing warranty is the sole and exclusive warranty provided by Goodfact to any party related to this Agreement, the Goodfact Materials, or the use or output of the Services.
8.3 No Further Warranties
EXCEPT AS PROVIDED IN SECTION 8.2, THE SERVICES AND ALL ACCOMPANYING DOCUMENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. USE OF THE SERVICES IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR FROM (I) US; (II) PROCESSORS, SUPPLIERS, LICENSORS OR LICENSEES OF US; OR (III) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY. YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES HAVE NO CONTROL OVER THE SERVICES AND RELATED PRODUCTS, AND NEITHER WE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CLIENT WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, GOODFACT DOES NOT WARRANT: THAT ANY INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICES IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT THE SERVICES WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE LENGTH OF TIME NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
GOODFACT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE (A) ADVERTISED OR OFFERED BY A THIRD PARTY IN ASSOCIATION WITH THE SERVICES, OR (B) ANY HYPERLINKED WEBSITE, ANY SERVICES FEATURED IN ANY BANNER OR ANY OTHER ADVERTISING. NEITHER WE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR WILL IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
8.4 Limitation of Liability and Damages.
IN NO EVENT WILL GOODFACT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL GOODFACT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
GOODFACT ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION, GOODFACT’S CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO GOODFACT DURING THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9. Third Parties
9.1 Third Party Content. The Services include Content and may provide links to Websites and access to Content, products and services of Users or other parties (“Third Party Content”), including users, advertisers, affiliates and sponsors of the Services. Goodfact is not responsible for Third Party Content provided on or through the Services, or for any changes, updates, or lack of availability of same. GOODFACT SHALL HAVE NO LIABILITY FOR YOUR USE OF ANY THIRD PARTY CONTENT. THIRD PARTY CONTENT IS OFFERED AS-IS, WITH NO WARRANTIES, AND YOU BEAR ALL RISKS ASSOCIATED WITH THE ACCESS TO, AND USE OF, SUCH THIRD PARTY CONTENT.
9.2 Third Party Offerings. Goodfact may provide the ability to access or use third-party products and services that you may use at your option (“Third Party Offerings”). Your access to or use of any Third Party Offerings may be subject to separate terms and conditions (“Separate Terms”) required by the providers of such offerings. Your use of any Third Party Offerings shall be at your own risk, and shall be governed by any Separate Terms. Goodfact may change or discontinue Third Party Offerings at any time without notice or liability. GOODFACT SHALL HAVE NO LIABILITY FOR YOUR USE OF ANY THIRD PARTY OFFERINGS. THIRD PARTY OFFERINGS ARE AVAILABLE AS-IS, WITH NO WARRANTIES, AND YOU BEAR ALL RISKS ASSOCIATED WITH THE ACCESS TO, AND USE OF, SUCH THIRD PARTY OFFERINGS.
9.3 ESSENTIAL TERMS. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING AND OTHER TERMS OFFERED BY GOODFACT TO USERS AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
10.1 User Indemnification. The User agrees to indemnify and hold harmless Goodfact, its officers, directors, employees, attorneys and agents from and against any and all claims, demands, liabilities, damages, losses or expenses, including reasonable lawyers' fees and costs, due to or arising out of: (a) the User’s use of the Services; (b) the User’s breach of this Agreement; (c) Content or the use of Content in or with the Services; (d) a claim that Content or the use of Content with the Services infringe the Intellectual Property of a third-party; (e) any use of PII in the Services; or (f) a claim of breach of Intellectual Property by the User brought by a third party. The User will undertake, at the User’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Goodfact. Goodfact reserves the right to participate in the defense of the claim, suit, or proceeding, at Goodfact’ expense, with counsel of Goodfact’ choosing. The use of the Term “the User” in this section includes any user accessing the Services through or in any way related to User’s account.
10.2 Goodfact’s Indemnification. Goodfact agrees to indemnify and hold harmless the User, its officers, directors, employees, lawyers and agents from and against any and all claims, demands, liabilities, damages, losses or expenses, including reasonable lawyers' fees and costs, due to or arising out of Goodfact’s breach of its warranties under Section 8.2 of this Agreement. Goodfact’s obligations under this section are conditioned upon the User giving: (a) prompt written notice of the Claim to Goodfact; (b) Goodfact sole control of the defence and settlement of the Claim (provided that Goodfact may not settle any Claim unless it unconditionally releases the User of all liability), and; (c) Goodfact, at Goodfact’s cost, all reasonable assistance. Goodfact shall not be required to indemnify the User in the event of: (i) modification of the Services by the User if such modification relates to the Claim of infringement; (ii) use of the Services in combination with any other product or service; or (iii) use of the Services in a manner not authorized by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use.
11. Other Applicable Terms and Conditions.
11.1 Contractors. You acknowledge that Goodfact may use contractors, third-party vendors, and hosting partners to provide the Services, and necessary hardware, software, networking, storage, and related technology required to run the Services.
11.3 Waiver. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
11.5 Assignments. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect.
11.6 Notices. Notices given by Goodfact will be sent to the User at the email on file with Goodfact. Unless otherwise expressly provided herein, notices to Goodfact must be sent to info@Goodfact.co with a copy to firstname.lastname@example.org .
11.7 Force Majeure. Neither party will be liable to the other for any failure or delay in performance of an obligation, other than obligations to make payments, arising out of any event or circumstance beyond the reasonable control of that party, including without limitation acts of God, earthquakes, fires, floods, power outages, interruptions in telecommunication services, strikes, and governmental actions.
11.8 Minimum Age Requirement. You must be at least 18 years old or older to use the Services (including the Site).
11.9 Entire Agreement. This Agreement constitutes the entire agreement between you and Goodfact and supersedes any prior or contemporaneous agreements between you and Goodfact (including, but not limited to, any prior versions of this agreement).
12. Disputes, Choice of Law, Jurisdiction and Venue.
You agree that any disputes arising out of or relating to this Agreement or the Services shall be resolved in accordance with this Section.
This Agreement will be governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in Ontario except for the hypothec created pursuant to this Agreement which will be governed by and construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable in the Province of Québec (in each case without regard to its choice of law provisions to the contrary).
You agree that all performances and transactions under this Agreement will be deemed to have occurred in the Province of Ontario and that your entry into and performance of your obligations under this Agreement will be deemed to be the transaction of business within the Province of Ontario. Accordingly, you hereby consent and attorn to the exclusive jurisdiction and venue of the Courts located in the Province of Ontario, and to venue within Toronto, Ontario, with regard to disputes arising under or in connection with this Agreement and any action or proceeding relating to or arising from the Agreement (other than collection actions by us relating to amounts owed by you under this Agreement). You and we hereby jointly and severally waive any and all right to trial by jury in any action or proceeding relating to this Agreement. You and we each represent to the other that this waiver is knowingly, willingly and voluntarily given.
“Authorized User” shall mean User’s personnel, contractors, or others that access the Services by or on behalf of the User, or who access the Services through the User’s account.
“Content” means all information and materials provided by you or a third party in relation to your use of the Services, whether in electronic form or otherwise, including but not limited to any information, documents and data that is provided, uploaded or posted to the Services or in connection with the Services by the User or anyone else acting by, through or on behalf of the User, including, without limitation, information about individuals and including all data (including PII).
“Document” means any individual document uploaded to the Site from which one or more Facts were automatically generated and added to the Output, including but not limited to a document that was embedded, attached, or in any way sourced from an uploaded document, folder, or file.
“Documentation” means Goodfact’s documentation and specifications relating to its products and Services, including any product descriptions, approved uses, use restrictions, performance specifications, and applicable Fee Schedules.
“Fact” means an event, email, or other content that was extracted from a Document and added to the Output.
“Goodfact Materials” includes all Goodfact products and services and all related technologies and materials, including but not limited to the Services, and Goodfact or its licensor’s: Documentation, software, APIs and related technologies, data, scripts, algorithms, applications, templates, insights, results, outputs, reports, tools, and other materials or information made available by or on behalf of Goodfact.
"Intellectual Property" means patents, copyrights, trade secrets, trademarks (including trade names, logos and service marks (collectively the “Marks”)) and know-how, in each case whether registered or unregistered, and including any application(s) for patents or registration for any of these, and the equivalent on a world-wide basis, and in each case all rights related thereto. You may not use Goodfact’s Marks without written approval of Goodfact.
“Matter” means a matter opened in Goodfact.
“Matter Size” means a particular level of Services that is offered for Per-Matter Accounts and that is based on the number of Documents uploaded to a Matter.
“Output” means any content generated by Goodfact, including but not limited to a case chronology.
“Per-Matter Account” means the type of User account for which the User is billed based on the Matter Size of each of the User’s Matters.
“PII” or personally identifiable information means any information that could potentially identify a specific individual.
“User” shall refer to the purchaser of the Services provided by Goodfact and shall include Authorized Users.