CodaraFlow Subscription Agreement

1. Scope

1.1 CodaraFlow is a managed service. We operate a dedicated instance of the CodaraFlow software for your firm, hosted in Canada, and you and your Authorized Users access it through a web browser.

1.2 A self-hosted edition, in which a firm runs the software on its own infrastructure, may be offered in future under a separate licence and terms. Nothing in this Agreement grants any right to copy the software’s source code, to install the software, or to run it anywhere other than on the Instance we operate for you.

2. Definitions

AI Assistant

An optional part of the Service: a separate program that runs beside your Instance on the same server and, while an Authorized User has it open, acts in the Service as that user, as section 3.3 describes.

AI Provider

The provider of artificial intelligence models that your firm chooses for the AI Assistant and contracts with directly, under your firm’s own account and that provider’s terms.

Authorized User

An individual at your firm, an employee or a contractor working under your direction, whom you have given an account on the Instance and whose email address is on a Permitted Email Domain.

Documentation

The user manual and other written guidance we provide for the Service, as updated from time to time.

Fees

The subscription fees stated in the Order, plus applicable taxes.

Instance

The dedicated deployment of the software, with its own database, that we operate for your firm alone.

Order

The record of your subscription: the checkout confirmation, invoice or order form that states the tier, number of seats, billing period, price and any variation to this Agreement that we have agreed for your firm.

Permitted Email Domains

The email domains recorded for your firm, to which user accounts and sign-in on the Instance are restricted. Maintaining accurate user account lists (i.e., adding, editing, deleting) is the obligation of the subscribing firm.

Service

The Instance, the software running on it, the Documentation and the support described in section 10.

Subscriber Content

Everything your firm and its Authorized Users create or store on the Instance: library entries, captured text, letter sections, step wording, calculator settings, letters, emails, workbooks and every other deliverable.

Subscriber Data

All data you or your Authorized Users enter or upload to the Instance, including personal information about your clients, your staff and your users, and including Subscriber Content.

Subscription Period

Each period for which Fees are paid: a month, or a year where the Order says annual. Each Subscription Period begins on the same day of the month as the first one began (for an annual subscription, the same day and month), or on the last day of any month that has no such day. The Fees for a Subscription Period do not depend on the number of days in it.

3. The Service and the Order

3.1 During the Subscription Period we will make the Service available in accordance with the service level standards to your Authorized Users, up to the number of seats and within the tier stated on the Order, and will operate, maintain and secure the Instance as described in sections 10 and 11 and in Schedules A and B.

3.2 The Order forms part of this Agreement. Where the Order and this Agreement differ, the Order prevails for your firm. You hereby confirm that the person who places the Order represents that they are authorized to bind the firm named on it.

3.3 Where your Order includes it, the Service includes the AI Assistant. Your administrators decide whether it is turned on and which parts of the Service it may work in, and may turn it off at any time. It works only while an Authorized User has it open, acts with no more access than that user has, and cannot approve, sign off, finalize, delete, change settings, send email or export. Anything it proposes for your firm’s libraries waits as a draft until an approver at your firm approves it.

4. Subscription Period, Fees and Payment

4.1 Subscriptions are billed monthly in advance unless the Order says annual. An annual subscription is a 12-month term, billed yearly in advance at a discount from the monthly rate. A subscription renews for successive Subscription Periods until cancelled. Where the Order states a one-time onboarding fee, it is charged once with the first Subscription Period and is non-refundable; a move to a tier with a higher onboarding fee may be charged the difference. Step projects purchased in addition to a tier’s allowance apply to the subscription year in which they are purchased and do not roll forward.

4.2 You may cancel at any time through the billing portal linked from the Instance or by email to [email protected]. Cancellation stops the next renewal and takes effect at the end of the current Subscription Period, monthly or annual. Fees paid are non-refundable, and no credit or prorated refund is given for any unused part of a Subscription Period, except as this section provides or the law requires: an annual subscription cancelled within 30 days of its purchase is refunded less one month of Fees at the monthly rate for the same tier.

4.3 Fees are payable by a payment card or other method held by our payment processor. We do not see or store full card numbers. By placing an Order, you authorize us to charge the Fees for each Subscription Period as it begins, and any taxes we are required to collect, to that payment method.

4.4 Fees exclude sales, goods and services, harmonized, value-added, and other taxes, which we add where we are required to collect them. Your firm is responsible for any tax on the Fees that the law places or may place in the future on the purchaser.

4.5 We may change the Fees on at least 30 days’ written notice; a change takes effect at the start of the first Subscription Period that begins after the notice period ends. If you do not accept the change, cancel before it takes effect.

4.6 If a payment fails, we will notify you and retry. If Fees remain unpaid 2 days after that notice, we may suspend access to the Instance until they are paid; while suspended, an administrator can still export your data as described in section 15. If Fees remain unpaid 60 days after the notice, we may terminate under section 15.

5. Accounts and Authorized Users

5.1 Only Authorized Users may use the Service, and only up to the number of Authorized Users on the Order. You may replace an Authorized User who leaves your firm. Sharing an account between people is not permitted.

5.2 Accounts can be created, and sign-in completed, only with an email address on a Permitted Email Domain. You may ask us to add or change your Permitted Email Domains.

5.3 You are responsible for the credentials of your Authorized Users, for what they do on the Instance, and for their compliance with this Agreement. Tell us promptly at [email protected] if you become aware of unauthorized access to an account.

5.4 We do not hold an account on your Instance. Our support access, if any, and provided by you, is through the support panel described in Schedule A, which is off unless your subscription enables it and which cannot open your projects, letters or user accounts.

6. Acceptable Use and Restrictions

6.1 You will not, and will not permit anyone to:

1. resell, sublicense, rent or lease the Service, or use it to provide services to a third party other than your firm’s own clients in the ordinary course of your practice;
2. give access to the Service to a person who is not an Authorized User, including any competitor of ours;
3. copy, reverse engineer, decompile or attempt to derive the source code of the software, except to the extent the law allows despite this term;
4. scrape the Service (i.e., reverse engineer the source code or features), probe or test its security without our written agreement, or interfere with its operation or with any other subscriber’s instance;
5. remove, disable or circumvent any licence, seat or subscription check, or the copyright and licensee attribution displayed in the Service;
6. upload or store content that is unlawful, that infringes another person’s rights, or that contains malicious code;
7. use the capture, import or paste features of the Service to copy content that your firm does not own or is not permitted to reproduce;
8. use the Service, or any part of it, to build a product that competes with it.

Breaches of these conditions will be considered a material issue and result in immediate suspension of service.

7. Subscriber Data and Subscriber Content

7.1 As between you and us, your firm owns the Subscriber Data and the Subscriber Content. You grant us a limited licence to host, store, process, back up and transmit them only as needed to provide the Service and to meet our obligations under this Agreement. We acquire no other right or interest in them.

7.2 We treat Subscriber Data as confidential. We will not access it except to operate, secure and support the Service as this Agreement and Schedule A describe, when given explicit authorization through the support panel, or as the law requires, and we will not disclose it to anyone other than the sub-processors listed in Schedule A, except as section 7.5 describes.

7.3 The Service includes features that allow you to copy text you select into your firm’s own library: the browser capture add-on, Library Intake and pasted text. These are drafting aids. Captured text is a starting point your firm is expected to edit into its own voice and verify before any use. Your firm is responsible for holding the rights needed to reproduce what it captures and repurposes. Quoting a published authority, such as legislation, a tax authority publication or a court decision, is an expected use; where you do so, attribute the source in the resulting deliverable and keep the quotation within what copyright law permits. We do not review, monitor or acquire any interest in captured content and give no assurance that it is free of third-party rights. You are solely responsible for compliance with copyright laws, for anything you add to the system. We explicitly exclude any responsibility for compliance with copyright for material you added to the system.

7.4 You are responsible for the accuracy, quality and legality of the Subscriber Data, for having the consent(s) and authority you need to give it to us to process on your behalf, and for meeting your own obligations to your clients and to regulators in respect of it.

7.5 Some features send Subscriber Data to a service your firm connects under its own account. The AI Assistant sends the Subscriber Data it works with, such as the text of a file an Authorized User gives it, project content and library text, to your firm’s AI Provider. The email draft hand-off sends a drafted email to the Authorized User’s own Gmail or Outlook mailbox through Google or Microsoft. Each such service is engaged by your firm, not by us, and is not our sub-processor. Its own terms govern how it uses the data, where it processes it, which may be outside Canada, and how long it keeps it. Your firm decides whether to use these features and, for the AI Assistant, which parts of the Service it may work in, and is responsible for having the consents and authority it needs to send Subscriber Data to those services. We are not responsible for any act or omission of a service your firm connects.

8. Professional Responsibility; No Tax Advice

8.1 The Service is a document-assembly and calculation tool for use by qualified tax, accounting and legal practitioners. We are not engaged in providing tax, accounting, legal or other professional advice, and nothing in the Service, the Documentation, the support we provide, or any output of the Service is or constitutes such advice. The Service is only to be used by tax, accounting and legal professionals, and not to be used by non-professional end users.

8.2 Without limiting 8.1, you explicitly acknowledge the following:

1. the sample content, example knowledge blocks, letter sections, default step types, default step wording, letter notes and every other item of content bundled with the Service are illustrative drafting aids only, are not written for any client or set of facts, and must be reviewed and adapted by your firm before any use;
2. each calculator produces an estimate of a potential tax liability or other figure from the inputs your firm enters and the settings your administrators maintain, for planning purposes only; a calculator result is not a tax return, an assessment, a determination or an opinion, and does not replace the requirement for a qualified practitioner to verify every output before it is relied on or delivered to a client;
3. the “How This Was Calculated” view and the Excel export disclose the inputs, rates, thresholds and steps behind each result so that a practitioner can perform that review; your firm is responsible for performing it;
4. the Calculator Settings page is provided so that your administrators can confirm, and where needed correct, the tax rates, thresholds and default wording the Service uses in calculations and documents; your firm is responsible for ensuring those rates and that wording are accurate and current for its use, and we do not warrant the rates or wording bundled with the Service or stored by your firm;
5. anything the AI Assistant enters, proposes, flags or finds, including proposed facts, project content, library entries, corrections proposed by a Knowledge Review and findings of a Calculator Settings Review, is generated by an artificial intelligence model, may be incomplete or wrong, and is a draft for your firm to review; a review that finds nothing is not confirmation that your library or settings are accurate or current, and your firm remains responsible for reviewing and approving everything the AI Assistant produces.

8.3 Use of the Service does not in any way relieve your firm of responsibility for the preparation, content, accuracy (including computational accuracy) and review of every letter, email, calculation, workbook and other work product produced with it. Your firm will neither seek nor rely on us for tax, accounting or legal advice of any kind, and where such advice is required will obtain it from a qualified professional who is competent to provide such advice.

9. Intellectual Property

9.1 We own the Service, the software, the Documentation, the sample and default content bundled with the Service, and all intellectual property in them. This Agreement grants you a right to use the Service during the Subscription Period; it transfers no rights other than the limited use granted herein.

9.2 “CodaraFlow” is a trademark of 1000149725 Ontario Inc. An application to register the mark has been filed with the Canadian Intellectual Property Office. This Agreement grants no right to use our marks.

9.3 The Service displays a copyright credit and a “Licensed to” attribution naming your firm. These are rights management information within the meaning of section 41.22 of the Copyright Act (R.S.C. 1985, c. C-42) and must not be removed, hidden or altered.

9.4 If you give us suggestions or feedback about the Service, we may use them without further obligation or attribution to you.

10. Support and Releases

10.1 We provide support by email as described in Schedule B. Support covers using and operating the Service. It never includes tax, accounting, legal or other professional advice, and nothing our support staff say is such advice.

10.2 We apply new releases of the software to the Instance as we issue them, on the terms in Schedule B. We are under no obligation to issue any fix, feature or release.

11. Security and Data Location

11.1 The Instance, the encrypted disk holding your database, and the backups we keep of it are all held in Canada, except for Subscriber Data your firm chooses to send to a service it connects under section 7.5. We maintain the security measures described in Schedule A.

11.2 Your firm is responsible for the security of its own systems and credentials, for deciding whether to require two-factor authentication for its users, for downloading its own backups from the Instance, and for what it uploads.

12. Warranties and Disclaimer

12.1 We represent that we have the right to provide the Service and that we will provide it with reasonable skill and care.

12.2 Except as stated in 12.1, the Service is provided “as is”. We make no other warranty, condition or representation, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. We do not warrant that any calculation, document or other output, including anything produced by the AI Assistant or an AI Provider, will be accurate, complete or suitable for any purpose; that the rates, thresholds or wording bundled with the Service are current; or that the Service will be uninterrupted or error-free.

13. Limitation of Liability

13.1 CodaraFlow is not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or in connection with this Agreement or the Service, however caused and even if advised of the possibility.

13.2 Section 13.1 does not apply to your obligation to pay the Fees, to your breach of sections 6 or 9, to either party’s obligations under section 14, or to any liability that the law does not allow to be limited.

14. Indemnity

14.1 You will defend and indemnify us, our directors, officers and employees against any third-party claim, including a claim by your client or by a tax authority, and the damages, costs and reasonable legal fees arising from it, to the extent it arises from your firm’s use of the Service, from any deliverable your firm produces with it, from the Subscriber Data, or from your breach of this Agreement, or copyright in respect of uploaded data.

14.2 We will defend and indemnify you against a third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes a copyright, and the damages and reasonable legal fees finally awarded or agreed in settlement. This does not apply to a claim arising from Subscriber Data, from your use of the Service with anything we did not supply, or from a modification we did not make. If such a claim is made or we think one is likely, we may change the Service so it no longer infringes, obtain the right for you to keep using it, or terminate this Agreement and refund the Fees paid for the unused part of the Subscription Period. This section is our entire liability for infringement.

14.3 The indemnified party will notify the other promptly of a claim, and at the request of the indemnified party give it control of the defense and settlement and cooperate at the indemnifying party’s expense. No settlement that imposes an obligation on the indemnified party may be made without its consent.

15. Term, Termination and Effect

15.1 This Agreement starts when you accept it and continues until the subscription is cancelled under section 4.2 or terminated under this section.

15.2 CodaraFlow may terminate this Agreement without written notice if the Subscriber materially breaches it. We may terminate immediately on written notice if you breach section 6, or for non-payment under section 4.6.

15.3 When the subscription ends for any reason, the Instance locks to a page from which your administrators can still sign in and download a complete export of the Subscriber Data for 30 days. Within a further 30 days we delete the Instance, its database and its backups, except for platform snapshots that age out on their own schedule as Schedule A describes, and except as the law requires us to retain anything.

15.4 Sections 7, 8, 9, 12, 13, 14, 15.3, 17 and 18 survive the end of this Agreement.

16. Changes to This Agreement

16.1 We may change this Agreement at any time.

16.2 We will ask your firm to confirm by email that it accepts a change. If you do not accept a change, cancel the subscription before the effective date and the previous version applies until then. Continued use of the Service after the effective date is acceptance of the change.

17. Governing Law and Disputes

17.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

17.2 Any dispute arising out of or relating to this Agreement or the Service will be finally resolved by confidential arbitration in Toronto, in English, under the Arbitration Act, 1991 (Ontario), before a single arbitrator agreed by the parties or, failing agreement within 15 days, appointed by the Ontario Superior Court of Justice. The award is final and binding, with no appeal. Either party may still seek urgent interim relief from a court.

18. General

18.1 Entire agreement and precedence. This Agreement, with its Schedules and the Order, is the entire agreement between us about the Service and replaces every earlier discussion or document. If there is a conflict, the special provisions of the Order prevail, then Schedule A for anything about personal information, then the body of this Agreement, then Schedule B. The website terms at /terms-and-privacy govern the public website and the demo only and never the Service.

18.2 Assignment. You may not assign this Agreement without our written consent, not to be unreasonably withheld. We may assign it to a successor to our business on notice to you.

18.3 Notices. Notices to us go to [email protected]. Notices to you go to the email address on your Order, or to another address you give us for notices. A notice is received on the business day after it is sent.

18.4 Events beyond control. Neither party is liable for a failure caused by events beyond its reasonable control, other than a failure to pay.

18.5 Severability and waiver. If a term is unenforceable, the rest of the Agreement stands. A failure to enforce a term is not a waiver of it.

18.6 Language. The parties have required that this Agreement be drawn up in English. Les parties ont exigé que la présente convention soit rédigée en anglais.

19. Acceptance

19.1 Your firm accepts this Agreement by placing an Order, including by confirming acceptance at checkout when ordering online. We keep a record of when it was accepted.

Schedule A: Data Processing

A1. Roles. Your firm is the organization accountable under the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial law for personal information in the Subscriber Data. We process that personal information only on your instructions, which are this Agreement and your use of the Service, and only to provide, secure and support the Service.

A2. What is processed. Personal information your firm enters about its clients and their affairs, about its staff, and about its Authorized Users (name, email address, authentication data and audit records of their actions). We do not need, and ask you not to enter, any personal information the Service does not require.

A3. Where. The Instance runs on a dedicated virtual server with its own encrypted disk in the Canada (Central) region of Amazon Web Services, in Montreal. The Instance and everything it holds are kept in that region: the disk, encrypted at rest with a key held in that region; daily snapshots of the disk (encrypted copies, for rebuilding the Instance if it fails, kept for 30 days); the software image we deploy; the Instance’s settings, including its licence; and its operational logs. We take no copy of the Subscriber Data of our own. Subscriber Data your firm sends to a service it connects leaves the Instance as section 7.5 describes.

A4. Sub-processors. We use the following providers to deliver the Service, each under a written agreement restricting its use of data: our hosting provider (Amazon Web Services Canada, Inc.), which hosts the Instance as A3 describes; our payment processor (Stripe Payments Canada, Ltd.), which holds your billing contact and payment details and to which no Subscriber Data is sent; and our domain name service provider (Cloudflare, Inc., for an address under codaraflow.ca), which holds the Instance’s web address and never receives Subscriber Data. Your firm’s AI Provider, and the email service an Authorized User connects for the email draft hand-off, are engaged by your firm under section 7.5 and are not our sub-processors. We will give at least 30 days’ notice by email before adding a sub-processor that will process Subscriber Data; if you object on reasonable grounds, you may cancel before the change takes effect.

A5. Security measures. Connections over HTTPS; encrypted storage at rest; one firm per Instance and per database, never combined with another firm’s records; optional two-factor authentication for every user; sign-in restricted to the Permitted Email Domains; lockout after repeated failed sign-ins; a single active session per account; an audit log of authentication events and data changes; daily platform snapshots; and an in-app backup export your administrators can download at any time and fetch on a schedule with a backup token we issue. The current summary is published at /security.

A6. Our access. We hold no account on the Instance. The software includes a support panel through which we can view licence and usage figures, apply a licence key and read the audit log. It is disabled unless your subscription enables it, every session is written to your audit log, and it cannot open projects, letters, users or exports. Under its own terms, Amazon Web Services accesses the Instance’s contents only as necessary to maintain or provide its services or to comply with the law or a binding order of a government body, and discloses them only where such law or order requires it.

A7. Assistance. We will help you, at reasonable cost where the effort is material, to respond to a request from an individual to access or correct their personal information, and to meet any assessment or reporting obligation you have in respect of the processing.

A8. Breach. If we become aware of unauthorized access to, or loss or disclosure of, Subscriber Data, we will notify your administrators without undue delay and in any event within 72 hours after we confirm it, with what we know about its nature, scope and effect, and will cooperate with your investigation and any notification you are required to make.

A9. Return and deletion. Your administrators can export the Subscriber Data at any time during the subscription and for 30 days after it ends. Deletion after that is as section 15.3 describes.

A10. The AI Assistant. Where your Order includes the AI Assistant, it runs on the Instance’s server and acts only while an Authorized User has it open, through a temporary connection issued to that user that lasts at most eight hours and ends when the user signs out, changes their password or is disabled. Every change it makes is recorded in your audit log as made by the Assistant on behalf of that user. Its own data, including your firm’s AI Provider key, is held on the Instance’s server in Canada and is deleted with the Instance under section 15.3. The Instance itself never sends Subscriber Data to an artificial intelligence model; the AI Assistant sends it to your AI Provider as section 7.5 describes. Your administrators can turn the AI Assistant off, or keep it out of client projects or out of your firm’s internal guidance, at any time.

A11. Precedence. For anything about personal information, this Schedule prevails over the body of the Agreement.

Schedule B: Support and Service Levels

B1. Support. Support is by email to [email protected], on business days in Ontario between 9:00 and 17:00 Eastern time. We aim to acknowledge every request within one business day and to resolve an issue that prevents your firm from using the Service as soon as we reasonably can. Support covers the use and operation of the Service; it does not cover your firm’s own network or devices, and it never includes professional advice (section 10.1).

B2. Releases and maintenance. We apply releases to the Instance as we issue them. A release is normally applied without noticeable interruption. Where a release or maintenance will take the Instance offline for more than a few minutes, we will give your administrators notice by email and schedule it outside business hours where we can. We may act without notice to address a security issue.

B3. Backups. We take a snapshot of the Instance’s disk daily and keep it for 30 days, in Canada, for disaster recovery. That snapshot is not an archive of your work. Your firm is responsible for downloading its own backups through the Backup page in the Service, and for keeping them. On request we issue a backup token and a small pull script so your firm can fetch that export on a schedule of its own.

B4. Availability. We operate the Service to be available continuously, subject to maintenance under B2, the hosting platform’s own availability, and events beyond our control. The Instance runs on Amazon EC2, for which Amazon Web Services publishes a monthly uptime commitment of 99.5% for a single server (Amazon EC2 Service Level Agreement, as published at the date of this Agreement). We do not offer availability credits or refunds for downtime.