These terms of use, along with all other agreements, disclaimers, and disclosures displayed on the www.bcfimagine.ca website (the “Terms“) state the terms and conditions under which you may use the website located at www.bcfimagine.ca, (the “Site“). By accessing or using the Site, including downloading and using any documents, Templates (as defined hereunder), agreements and other data or materials made available via the Site (the “BCF Materials“), clicking on the “I agree” button or browsing the Site, you agree to follow and be bound by these Terms and the BCF Privacy Policy at www.bcfimagine.ca, which is incorporated by reference in these Terms.

These Terms govern (1) your use of this Site, the BCF Materials, and related systems (collectively, the “Site“), (2) the nature of the relationship between you and BCF s.e.nc.r.l (“BCF” or “we“) and certain other matters of professional responsibility. If you do not agree to these Terms, you may not access or use the Site..

From time to time, BCF may modify or amend the Terms. If we make changes to the Terms, we will provide notice of such changes by posting a notice inside the Site and updating the revision date above. If you continue to access and use the Site following such a posting, you accept any such change or modification.

1. The Site

The Site is an online legal portal that provides users with legal information and access to certain agreement forms and templates (the “Templates“). The Site is provided for informational purposes only and without considering the reality of your business or any other specific circumstances. The Site does not constitute the provision of legal, tax or other professional advice by BCF and does not create an attorney-client or other confidential or privileged relationship between you and BCF. It is not a substitute for advice from qualified counsel and other tax or accounting professionals. The legal and tax consequences associated with using certain contractual documents may vary greatly based on particular circumstances. The Site may not reflect recent developments in the law (including in its application or interpretation), may not be complete, and may not be accurate in or applicable to your jurisdiction. For those reasons, you should seek legal and tax advice from attorneys licensed in the relevant jurisdiction(s) before relying on any of the BCF Materials.

2. Nature of BCF Materials

The BCF Materials are provided for companies with no material tangible assets, operations or liabilities where the resulting company, when incorporated and after any anticipated founder contributions, would have minimal value. Further, the BCF Materials are generic forms which may have bracketed or highlighted items which require further review and/or modification before finalizing the language and being ready for execution. The application and impact of relevant laws will vary based on industry, identity, jurisdiction and other circumstances. The provision of the BCF Materials does not represent any undertaking to keep you advised of any legal or industry practices developments. You must review – and have reviewed – the BCF Materials thoroughly prior to use to ensure that their terms are acceptable to you and reflect your intent. You further agree to use the BCF Materials in compliance with all applicable law and regulation.

3. No Attorney-Client Relationship

BCF only enters into attorney-client relationships with its clients in accordance with certain procedures which include executing an engagement letter and addressing professional responsibility conflicts as required by the Quebec bar association. You agree that your access and use of the Site, or your transmission of e-mails to addresses on the Site, does not create an attorney-client relationship between you and BCF. In any event, you should not send us any confidential information in connection with your use of the Site. Such communications will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential unless we have agreed to act as your legal counsel and you have executed an engagement letter with us. Please be aware that e-mail and the Internet are generally insecure methods of communication, and BCF cannot guarantee the confidentiality of any e-mail sent to or received by it or any information submitted by you to BCF through the Site.

4. Use of Legal Templates

You understand that download and/or use of a Template is neither legal nor tax advice nor does it constitute the practice of law, and that each Template and any applicable instruction or guidance is not customized to your particular needs.

5. License and Permitted Use

5.1 License

The Site is protected by copyright, trademarks, or other proprietary rights. Consequently, you agree to comply with intellectual property laws and not to assert any rights to the Site. You are granted a limited, non sub-licensable right and license to access and use the Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Materials for your informational, non-commercial and personal use only. You must not remove any copyright notice from any BCF Materials. Such license is subject to these Terms and does not include the right to: (1) any resale or commercial use of the Site; (2) the distribution, public performance or public display of all or any portion of the Site; (3) modify or otherwise make any derivative work from the Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the Site, except as expressly permitted in this document; or (6) any use of the Site for other than its intended purpose. Nothing in these Terms should be construed as conferring any license to intellectual property rights that are not expressly stated in this document. BCF does not grant you any rights in its trademarks.

5.2 Resale of Templates Prohibited

By downloading Templates, you agree that the Templates you download may only be used by you for your personal or business use and may not be sold or redistributed without the express written consent of BCF.

5.3 Linking and Framing

We prohibit the use of any links to the Site from any other websites unless establishment of such a link is approved in advance by us in writing. You may not frame any elements of the Site with any other website without our prior written permission.

6. Disclaimer of Warranties

You expressly understand and agree that to the extent permitted under applicable law, your use of the Site, including the Templates, is at your sole risk and the Site, including the Templates, is provided on an “as is” basis, with all errors or mistakes they may contain. BCF, its partners, employees and agents (the “BCF Parties“) expressly disclaim all warranties, representation and conditions of any kind, whether express or implied, related to the Site, including the Templates. You should at all times consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Templates are only samples and may not be applicable to a particular situation.

7. Limitation of Liability

You understand and agree that in no event will any of the BCF Parties be liable for any damages resulting from loss of use, data or profits, whether direct or indirect in connection with your use of the Site or the BCF Materials including the Templates. The aggregate cumulative liability of the BCF Parties in connection with any claim arising out of or relating to the BCF Site will not exceed CAD$100 and that amount will be in lieu of all other remedies which you may have against the BCF Parties.

8. Indemnification

You agree to indemnify and hold harmless the BCF Parties against any and all claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from your use of the Site or any violation of these Terms.

9. General

9.1 Termination

The license granted in these Terms is revocable at any time. Notwithstanding any of these Terms, BCF reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent your future access to the Site. Such right and license will terminate automatically without notice if you breach any of the provisions of these Terms.

9.2 Submissions.

You acknowledge and agree that any questions, comments, suggestions, feedback, ideas or other information or materials regarding the Site (but excluding any client information) (the “Feedback“) that is provided by you in the form of e-mail or other submissions to BCF are (as between you and BCF) non-confidential and will become the sole property of BCF. BCF will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you.

9.3 Third Party Information

We may provide links to or otherwise make third party information available on the Site. This is done solely for the purposes of convenience. We do not endorse or approve of any such third party information or such third parties. If you decide to access linked third party sites, you do so at your own risk. You should direct any concerns regarding any third party sites to the administrator of the applicable third party site. You should also refer to the separate terms of use, privacy policies, and other rules posted on the third party sites before you use them.

9.4 Waiver

Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.5 Severability

If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.6 Entire Agreement

The Terms are the final, complete and exclusive agreement of the parties with respect to the access to and use of the Site and supersede all prior discussions between the parties with respect to such subject matter.

9.7 Governing Law and Jurisdiction.

The Terms, and any action related thereto will be governed and interpreted by and under the laws of the Province of Québec, without giving effect to any principles that provide for the application of the law of another jurisdiction. The competent courts located in the Province of Québec will have exclusive jurisdiction over disputes that may arise from this Agreement.

BCF LLP is a Legal service provider with principal offices at 1100 René-Lévesque Blvd West, 25h Floor, Montreal, Quebec, H3B 5C9 and at Complexe Jules-Dallaire, T1, 2828 Laurier Blvd, 12th Floor, Quebec City, Quebec G1V 0B9