PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. 

 

OUR WEBSITE (“SIDEDRAWER.COM” AND ANY RELATED SUBDOMAINS, OR THE “WEBSITE”), THE SIDEDRAWER PLATFORM (THE “PLATFORM”), AND MOBILE APPLICATION (“SIDEDRAWER APP” OR “APP”) ARE OWNED AND OPERATED BY SIDEDRAWER INC. (“SIDEDRAWER”, “WE” OR “US”). ACCESS AND USE OF THE WEBSITE, PLATFORM AND APP AND RELATED SERVICES (THE “SERVICES”) ARE PROVIDED BY SIDEDRAWER TO YOU ON THE CONDITION THAT YOU ACCEPT THESE TERMS OF USE. BY ACCESSING OR USING THE WEBSITE, THE APP, OR THE SERVICES, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ACCEPT THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE WEBSITE, THE APP, OR THE SERVICES. 

 

These Terms of Use govern the relationship between you, the Website visitor, Website user, Platform and/or App user, and/or Services recipient (“you”) and SideDrawer with respect to your use of the Website, the Platform, the App, and its related Services. You agree that the agreement formed by these Terms of Use is like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms. You represent and warrant that you have all necessary right, power and authority to enter into these Terms of Use and to perform and otherwise discharge all of your obligations hereunder. If you are agreeing to these Terms of Use on behalf of an organization or other third party, you represent and warrant that you have the authority to bind the organization or third party. 

 

We reserve the right at any time to change: (i) the terms and conditions of these Terms of Use; (ii) the Website, the Platform, the App, or the Services, including terminating, eliminating, supplementing, modifying, adding or discontinuing any content or feature or data or service on or available through the Website, the Platform, the App, or the Services or the hours that they are available; and (iii) the equipment, hardware or software required to use and access the Website, the Platform, the App, or the Services. 

Any changes we make to these Terms of Use will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on the Website, the Platform, and/or on the App. Be sure to return to the Website, the Platform and check the Settings section of the App periodically to ensure you are familiar with the most current version of these Terms of Use. 

You may not interfere with the security of, or otherwise abuse the Website, the Platform, the App, the Services or any system resources, services or networks connected to or accessible through, the Website, the Platform, the App or the Services. You may only use the Website, the Platform, the App, and the Services for lawful purposes. 

 

You may only access and use the Website, the Platform, the Services, and/or the App, if you are of the age of majority in the jurisdiction in which you reside. Your Account may be deleted and these Terms of Use may be suspended or terminated without warning, if we believe that you are under age or your use of the Website, App or the Services is not allowed. 

 

a SideDrawer is committed to respecting the privacy of the personal information of the individuals with whom we interact.  

 

b We have developed a Privacy Policy to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who visit the Website or use the Platform, the App or the Services. Please see our Privacy Policy for further details.  By accepting these Terms of Use, you are also accepting the Privacy Policy. 

 

c If you use the Website, the Platform, the App or the Services to process “personal data” of any residents of the European Economic Area (as defined in the General Data Protection Regulation) or “consumers” located in the State of California (as defined in the California Consumer Privacy Act), then you agree that the SideDrawer Data Processing Agreement is hereby incorporated into these Terms of Use. 

 

d You acknowledge and agree that access to and use of the Website, the Platform, the App, and the Services is provided via the internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world. 

 

a In order to access and use certain features of the Services available on the Website and within the Platform or the App, you may need to sign up for, open and maintain an account (“Account”) with us. You cannot transfer your Account to any other person or permit anyone to use same.  The Services provide a technology solution for customers and third-party professional service providers (“PSPs”), in which end users can keep their personal, financial, and important records organized for life allowing PSPs and other Collaborators to collaborate and communicate with their clients and other people with whom they have a relationship through a single, living document repository. The Website, App and Platform allow end users to capture their critical life documents. The Website, App and Platform also provide the ability to establish permission-based access to PSPs (except for Tenant PSPs as that term is defined in the Privacy Policy) and other Collaborators (as hereinafter defined) who can access and process their clients’ and other people’s records in real-time.  PSPs generally interact with end users of the Service as Sponsors and Collaborators (as described in more detail below).  

 

b You agree at all times to: (i) provide accurate, current and complete information about yourself as prompted by our registration form or otherwise; and (ii) maintain and update your information (including your e-mail address) to keep it accurate, current and complete. You will be responsible for the confidentiality and use of your username and password and agree not to transfer your right to use or access the Website, App or the Services via your username or password to any third person. 

 

c You agree that the information that you provide to us is accurate, complete, current, and that it does not contain a misrepresentation, and if you take the steps to disclose any of your personal information to your Collaborators (as defined below) the Website, the Platform, the App or the Services, then it is entirely at your discretion. 

 

d You agree not to (i) impersonate another person by using their name, e-mail address, phone number, or other personally identifiable information, or (ii) use an e-mail address for which you do not have the proper authorization. 

 

e You may be able to access our Website and App using a third-party login API (commonly defined as application program interface) from popular service providers such as Facebook and Google. If you utilize any of these third-party services to login to our Website or App, you will automatically be releasing certain information to them, which we cannot and may not be able to identify, prevent transmission of, have control over, determine its use, or whether it was further shared with other parties beyond our knowledge. We recommend users create their own login credentials on our system so that SideDrawer may have more control over its use. 

 

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. 

 

f You agree to notify us immediately of any unauthorized use, theft or misappropriation of your account, username, or password. We shall not be liable for any loss that you incur as a result of someone else using your username or password, either with or without your knowledge.  We hereby disclaim any and all responsibility or liability for any unauthorized use of your Account. 

 

g You can request your Account be deleted at any time by sending a request to SideDrawer at: support@sidedrawer.com. Upon receipt of your deletion request, we will initiate a process to permanently delete your Account and, subject to requirements of law and the document retention policies of SideDrawer and, if applicable, the requirements of your Sponsor, we will also delete all information contained in your account.  

 

a A customer who purchases a subscription for the Services for use by someone else is known as a “Sponsor”. Sponsors may make the App, the Platform, and Services available to persons with whom it has a relationship (such as its employees, clients or family members) by inviting the end user to create an Account.  

 

b Sponsors are responsible for payment of all subscription fees related to the Services purchased by Sponsor. Upon termination of any Sponsor subscription, the end user may have the option to take over its individual Account. 

 

c Users invited by a Sponsor will have the option to share documents, files and other data with the Sponsor, and set permissions to allow the Sponsor to edit, revise, add to and otherwise administrate the user’s SideDrawer App Account (note that a Sponsor is automatically provided with edit access to the accounts of users sponsored by that Sponsor and in the case of a Sponsor that is a Tenant PSP (as that term is defined in the Privacy Policy) will be given console-level access to user’s accounts (as console-level access is described in the Privacy Policy). Users may revoke or change Sponsor permissions other than permissions granted to a Tenant PSP (as that term is defined in the Privacy Policy). 

 

a If you have received an e-mail from us on behalf of a SideDrawer App user to be added as a "Collaborator" for such SideDrawer App user, it means that someone you know, or someone who trusts you, wants to share a personal record about themselves with you. You have to be a user of the Services, the Platform, or the App to be a Collaborator, as well as agree to our Terms of Service and Privacy Policy. If you choose to accept your role as a Collaborator for the individual who has added you, you accept that you will receive communication from us that is related to your role as a Collaborator for the individual user. Some of these communications may be prompted by the user, while some may be SideDrawer generated communications that are initiated in the process for system maintenance, marketing SideDrawer, or to assist in resolving a user’s request. We will not share the personal information the user has entered about you with any third parties for marketing purposes. The maintenance and access of your personal information is subject to our Privacy Policy.  This communication may involve: 

 

i periodically confirming your continued interest in being a Collaborator for the specific user; 

ii the user may generate reports or other information that they may share with you, which we will send through automatically generated emails to you; and/or 

iii the user may remove you as a Collaborator if they choose to and we will notify you of that change. 

 

b If you choose to accept your role as a Collaborator, then you accept that you will receive emails and communication from us and will not hold SideDrawer liable. 

 

c You can communicate with us at support@sidedrawer.com if you wish to change your status as a Collaborator. 

 

Unless you purchase a subscription expressly for commercial purposes or we expressly consent otherwise, the Website, the Platform, the App, and the Services are only for personal use, and not for commercial purposes. 

 

a You accept that you are providing information, such as personal documents, to SideDrawer, and that you are legally able to, and have the authority to, provide such information to SideDrawer. You are responsible for the content of the information you provide, and SideDrawer has no obligation to ensure that you have authority to disclose such information to us or to a designate and assumes no liability if you disclose any information to us or to a designate without sufficient authority. 

 

b You acknowledge that by virtue of the Services offered by SideDrawer, you permit the disclosure of this information to your Collaborators and recipients as described in these Terms of Use and/or in the Privacy Policy. While SideDrawer will not have read or write access to your content, subject to our policies, we will aggregate details and information about your content and your user profile in order to identify through marketing, products and services that SideDrawer believes would suit your needs, respond to your questions, as well as to advance and enhance the Services offering and capability of SideDrawer.  

 

a Premium Services. Some of our Services may be subject to payment (the “Premium Services”). Please note that any payment terms presented to you in the process of using or signing up for a Premium Services are incorporated into these Terms of Use. 

 

b Paying. We accept credit card payments for use of the Premium Services through our third-party payment processor, Stripe Inc. https://stripe.com/us/terms. The processing of payments will be subject to the terms, conditions and privacy policies of Stripe in addition to these Terms of Use. We are not responsible for Stripe’s error. By choosing to use the Premium Services, you agree to pay us, through Stripe, all charges at the prices then in effect for use of such Premium Services and you authorize us to have your credit card charged by Stripe. The terms of your payment may be determined by agreements between you and your credit card company. If we, through Stripe, do not receive payment from you, you agree to pay any amounts due upon demand. 

 

c Billing. SideDrawer will bill any fees associated with your use of the Premium Services (including use by your end users if you are the Sponsor) plus applicable tax to the credit card you provide. By signing up for the Premium Services, you acknowledge that the fees associated with your use of the Premium Services will be automatically billed again on each renewal date thereafter unless and until you cancel your use of and access to the Premium Services in accordance with these Terms of Use.

 

YOU AGREE THAT CONSISTENT RECURRING SUBSCRIPTION FEES MAY BE CHARGED AUTOMATICALLY BY US WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR CREDIT CARD INFORMATION. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG INTO YOUR SIDEDRAWER ACCOUNT, CLICK ON “ACCOUNT SETTINGS” AND UPDATE YOUR BILLING PREFERENCES. 

 

d Current Payment Information Required. You are responsible for keeping your credit card information current, complete and updated. If your credit card reaches its expiration date, we may attempt to contact you to update your payment information using your primary email address associated with your Account. You agree to promptly notify us and your credit card company if your credit card is cancelled (e.g., for loss or theft) or if you become aware of potential breach of security. You agree that we (via Stripe) may continue charging your credit card for the Premium Services unless you have terminated your access to the Premium Services or you tell us to use a different credit card before the end of the applicable billing period. If any fee is not paid in a timely manner, or Stripe is unable to process your transaction using the credit card information you provided for payment, we reserve the right to suspend or terminate your access to the Premium Services. 

 

e Applicable Fees. All fees and charges are prepaid and nonrefundable. SideDrawer may change the fees and charges in effect, or add new fees and charges from time to time, but we will notify you of any such changes in advance through your primary email address associated with your Account. Again, it is your responsibility to keep your contact information and payment information current and updated. 

 

f Free Trials and Other Promotions. Any free trial or other promotion that gives you access to the Premium Services must be used within the specified time of the trial. You must stop using and cancel your access to the Premium Services before the end of the applicable trial period to avoid being charged for the Premium Services. If you cancel prior to the end of the trial period and are inadvertently charged for Premium Services, please contact us at support@sidedrawer.com . 

 

a You are solely responsible for the content of any communications by you with third parties, including any communications about, concerning, or through the Website, the Platform, the App, or the Services. SideDrawer does not condone or allow unsolicited commercial electronic communications (i.e. spam). You agree that you will not use the Website, or App, or the Services to send unsolicited commercial or other electronic messages to SideDrawer or any other users. SideDrawer offers functionality that allows you to share your personal information with your Collaborators who have accepted to receive communication from you, as described in these Terms of Use and the Privacy Policy. If any of the recipients of such information determine that the communication was unsolicited or inappropriate, you agree to indemnify and hold SideDrawer harmless as a result. You agree to notify SideDrawer at support@sidedrawer.com of such an incident and will allow SideDrawer to determine the best course of action, which may or may not include removing the Collaborators from your account to prevent further communication, and/or deactivate your account if it is so determined that the communication was intentional or for malicious purposes. 

 

b You agree that you will not attempt to, nor permit any third party to, enter restricted areas of SideDrawer’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms of Use. 

 

c While using the Website, the Platform, the App, or the Services you agree to comply with all applicable laws, rules and regulations (including, but not limited to, export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of the Website, the Platform, the App, and the Services. 

 

d In addition, and without limiting the foregoing, you agree not to: 

 

i post anything that: (a) expresses or implies that any statements you make or actions you take are endorsed by us; (b) indicate that you are a SideDrawer employee, representative of SideDrawer; or (c) attempt to mislead users by indicating that you represent SideDrawer or any of SideDrawer’s partners or affiliates; 

 

ii interfere with any person or entity's use or enjoyment of the Website, App, or Service, including through the use of viruses or any harmful component that interferes with, tampers, impairs, or damages the Service or any connected network in any way; 

 

iii download, copy, reproduce, republish, upload, post, transmit, modify, distribute or publicly display any of the content or information contained in the Website, or App, or the Services, except as expressly authorized by us in writing; 

 

iv use tools which hack or alter the Website, the Platform, the App, the Services or that allow you to connect to the Website's, Platform's, App’s, or the Services' private binary interface or utilize user or other interfaces other than those provided by us to you; 

 

v attempt to obtain a password or other private account information from any other user of the Website, App, or the Services; or 

 

vi create multiple Accounts for the purpose of sale or transfer to others, transfer your Account to others, park your Account or those of others, or use another person's Account with SideDrawer. 

 

e You further agree not to: 

 

i mirror or frame any part of the Website or App without our express prior written consent; and 

 

ii use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape", "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Website or App, without our express prior written consent. In any communication on this matter, you will notify us of the intended use of this information. 

 

We strive to provide an enjoyable online and in-app experience for our users, so we may monitor any activity on our Website, App or the Services to foster compliance with these Terms of Use. 

 

PLEASE NOTE THAT WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT: 

i THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES, OR ANY PORTION THEREOF, WILL BE MONITORED (E.G. FOR ACCURACY OR UNACCEPTABLE USE); 

 

ii APPARENT STATEMENTS OF FACT WILL BE AUTHENTICATED; OR
 

iii WE WILL TAKE ANY SPECIFIC ACTION (OR ANY ACTION AT ALL) IN THE EVENT OF A CHALLENGE OR DISPUTE REGARDING COMPLIANCE OR NON-COMPLIANCE WITH THESE TERMS OF USE. 

We have the right, but not the obligation, to delete any communications, content or other materials on the Website and App at any time without notice to you or liability to you. 

 

You agree that SideDrawer or its representatives may access your Account and all information, and any records related thereto on a case-by-case basis to investigate complaints or allegations of: (i) any breach of these Terms of Use; (ii) infringement of third-party rights; (iii) any unauthorized use of the App, the Platform, the Website or the Services; or (iv) breach of applicable laws. SideDrawer does not intend to disclose the existence or occurrence of any investigation unless required by law or if requested by law enforcement officials. 

 

If you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by the Website, download or use our App, or the Services, you may not enter into these Terms of Use or use the Website, the Platform, the App or the Services. By using the Website, the Platform, and/or App, or using the Services, you are explicitly stating that you have verified in your own jurisdiction that your use of the, the Platform, and/or App, and the Services is allowed. 

 

WHILE WE ENDEAVOUR TO KEEP DOWNTIME TO A MINIMUM, WE CANNOT PROMISE THAT THE WEBSITE, THE PLATFORM, THE APP OR

THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. WE RESERVE THE RIGHT TO INTERRUPT/SUSPEND THE WEBSITE, THE PLATFORM, OR THE APP, OR THE SERVICES, OR ANY PART THEREOF, WITH OR WITHOUT PRIOR NOTICE FOR ANY REASON AND YOU SHALL NOT BE ENTITLED TO ANY REFUNDS OF FEES FOR INTERRUPTION OF THE WEBSITE, OR APP, OR THE SERVICES. 

 

You are solely responsible for obtaining and maintaining all internet, computer hardware and other equipment needed to access and use the Website, the Platform, the App, and the Services, and you shall be solely responsible for all charges and fees related thereto. 

 

SideDrawer updates the information on the Website, App, Platform, and the Services periodically.

 

HOWEVER, SIDEDRAWER CANNOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CURRENCY OR COMPLETENESS OF THE INFORMATION ON THE WEBSITE, THE APP, THE PLATFORM, AND THE SERVICES.

 

SideDrawer may revise, supplement or delete information, services and/or the resources contained in the Website, the Platform, the App and the Services and reserves the right to make such changes without prior notification to past, current or prospective visitors. 

 

The Website, Platform, App or the Services may provide links to third party websites for your convenience only. The inclusion of these links does not imply that SideDrawer monitors or endorses these websites. SideDrawer does not accept any responsibility for such websites. SIDEDRAWER SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, CAUSED OR ALLEGED TO BE CAUSED, BY OR IN CONNECTION WITH THE USE OF OR THE RELIANCE UPON ANY INFORMATION, CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY THIRD-PARTY WEBSITES OR LINKED RESOURCES. 

 

Due to technical difficulties with the internet, internet software or transmission problems could produce inaccurate or incomplete copies of information contained on the Website, the App, the Platform, or the Services. Due to the ability to share certain content and materials, computer viruses or other destructive programs may also be inadvertently downloaded from the Website, the Platform, the App, or the Services.

 

SIDEDRAWER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SOFTWARE, COMPUTER VIRUSES OR OTHER DESTRUCTIVE, HARMFUL OR DISRUPTIVE FILES OR PROGRAMS THAT MAY INFECT OR OTHERWISE IMPACT YOUR USE OF YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING ON THE WEBSITE, THE PLATFORM, THE APP OR THE SERVICES OR YOUR DOWNLOADING OF THE APP OR ANY USER-GENERATED CONTENT OR OTHER CONTENT FROM THE WEBSITE. SIDEDRAWER RECOMMENDS THAT YOU INSTALL APPROPRIATE ANTI-VIRUS OR OTHER PROTECTIVE SOFTWARE. 

 

a SideDrawer may make certain communications, content, software or other materials (including, for example, all files, text, URLs, video, audio and images contained in or generated by such materials, and accompanying data) (collectively, the “SideDrawer Materials”) available to you from the Website, the App, the Platform, or the Services, from time to time. If you download or use the SideDrawer Materials, you agree that such materials: (i) may only be used for your personal use (unless you purchase the Premium Services for business use); (ii) may not be modified, used to create a derivative work, incorporated into any other work or otherwise exploited without SideDrawer’s prior written permission; and (iii) shall only be used in compliance with any additional license terms accompanying such SideDrawer Materials. SideDrawer does not transfer either the title or the intellectual property rights to the SideDrawer Materials to you, and retains full and complete title to the SideDrawer Materials as well as all intellectual property rights therein. You agree not to sell, share, redistribute, or reproduce the SideDrawer Materials. You further agree not to decompile, reverse-engineer, or disassemble any SideDrawer Materials. SideDrawer or its licensors own all related trademarks and logos, and you agree not to copy or use them in any manner. 

 

b The Website, the Platform, App and Services (including its organization and presentation and SideDrawer Materials) are the property of SideDrawer and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names and other similar rights. 

 

a By posting, downloading, displaying, uploading, attaching, performing, transmitting, or otherwise distributing any communications, content or other materials to the Website, or within the App, Platform, or the Services by you or at your direction (“User-Generated Content”), you represent and warrant that you own the rights to the User-Generated Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User-Generated Content and that such posting, distribution or transmission of User-Generated Content does not violate any applicable laws. You agree that the burden of proving that any User-Generated Content does not violate any laws or third-party rights rests solely with you. SideDrawer will not use any of your User-Generated Content as content for SideDrawer’s purposes. 

 

b You further grant SideDrawer a perpetual, irrevocable, and unlimited licence to use, store, and manipulate User-Generated Content to create aggregated and anonymized statistical analytics in respect to the Website, Platform,  App, or the Services (“Anonymous Service Data”) in accordance with the Privacy Policy and provided that SideDrawer will not disclose any information provided by you or your third-party integrations in any manner other than as described in the Privacy Policy or in an anonymous or aggregated form without your prior consent. SideDrawer shall own all right, title and interest in and to the Anonymous Service Data, including all intellectual property rights in the Anonymous Service Data, and You hereby assign, transfer and convey to SideDrawer any ownership interest You may have in any Anonymous Service Data. 

 

c You are solely responsible for your User-Generated Content. You are solely responsible for making and keeping backup copies of your User-Generated Content and for applying the appropriate level of access rights to same.

 

SIDEDRAWER SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY OF THE FOLLOWING ACTIONS BY A USER, SPONSOR OR COLLABORATOR (I) THE DELETION OR ACCURACY OF ANY USER-GENERATED CONTENT, (II) THE FAILURE TO STORE, TRANSMIT, ENCRYPT (OR OTHERWISE SECURE) OR RECEIVE ANY USER-GENERATED CONTENT, OR (III) THE STORAGE, TRANSMISSION, ENCRYPTION (OR OTHER SECURITY) OR RECEIPT OF ANY OTHER COMMUNICATION INVOLVING THE USE OF THE WEBSITE, THE APP, THE PLATFORM OR THE SERVICES. 

 

d You are solely responsible for obtaining and maintaining any necessary consents or permissions from any third party whose information may be collected, recorded, processed, stored, used, disclosed, transferred, exchanged or otherwise handled as a result of, or as part of, any User-Generated Content or any communications involving the use of the Website, the App, the Platform, or the Services and agree to obtain and maintain all such consents or permissions throughout the term of these Terms of Use. 

 

a Feel free to e-mail your comments, suggestions and feedback to us (“Comments”). However, the internet is not a fully secure medium and any communication may be lost, intercepted or altered. SideDrawer is not liable for any damages related to communications to or from the Website, the Platform, the App, or the Services. 

 

b You agree with respect to any Comments provided by you to us, via e-mail or otherwise, that: (i) SideDrawer has no obligation concerning such Comments; (ii) such Comments are non-confidential; (iii) SideDrawer may use, disclose, distribute or copy such Comments and may use any ideas, concepts or know-how contained in such Comments for any purpose and without restriction or obligation to you; and (iv) such Comments are truthful and do not violate the legal rights of others. 

 

20. SIDEDRAWER DOES NOT PROVIDE ADVICE 

a YOU UNDERSTAND THAT ANY COMMENTARY OR INFORMATION CONTAINED ON THE WEBSITE, OR WITHIN THE APP OR PLATFORM, OR PROVIDED THROUGH THE SERVICES SHOULD NOT BE CONSIDERED PERSONAL INVESTMENT, LEGAL, ACCOUNTING, FINANCIAL, TAX, ESTATE PLANNING OR OTHER PROFESSIONAL ADVICE. INFORMATION ON THE WEBSITE, PLATFORM, OR THE APP, OR PROVIDED THROUGH THE SERVICES SHOULD NOT BE CONSIDERED PERSONAL INVESTMENT, LEGAL, ACCOUNTING, FINANCIAL, TAX, ESTATE PLANNING OR OTHER PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED ON FOR THOSE PURPOSES. ANY INFORMATION YOU PROVIDE US IS NOT PROTECTED BY LAWYER-CLIENT PRIVILEGE. THE WEBSITE, THE APP, PLATFORM AND THE SERVICES ARE NOT A REPLACEMENT FOR PROFESSIONAL ADVICE. 

 

b YOU UNDERSTAND THAT SIDEDRAWER DOES NOT PROVIDE ANY LEGAL ADVICE. USE OF SIDEDRAWER’S SERVICES DOES NOT REPLACE A LEGALLY ENFORCEABLE WILL, POWER OF ATTORNEY, LIVING WILL & TESTAMENT, FUNERAL ARRANGEMENTS, OR ANY OTHER INSTRUCTIONS THAT ARE LEGALLY BINDING IN A COURT OF LAW. YOU MUST CONSULT A LEGAL PROFESSIONAL FOR ADVICE. 

 

c SIDEDRAWER’S USER-GENERATED REPORTS ARE ALSO NOT INSTRUCTIONS THAT ARE ENFORCEABLE BY A COURT OF LAW. THE REPORTS ARE INTENDED TO IDENTIFY, AGGREGATE AND HELP YOUR DESIGNATES LOCATE THE ASSETS THAT MAY OR MAY NOT BE IN YOUR WILL. PLEASE CONSULT A LEGAL PROFESSIONAL AND/OR A FINANCIAL PLANNER FOR ADVICE RATHER THAN RELYING ON SIDEDRAWER. 

 

21. WEBSITE, APP, PLATFORM, SERVICES AND MATERIALS PROVIDED “AS IS” 

a THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES, THE SIDEDRAWER MATERIALS, AND ALL OTHER MATERIALS AVAILABLE (COLLECTIVELY, “MATERIALS”) ARE PROVIDED “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. SIDEDRAWER DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE. 

 

b THE SERVICES AND ALL MATERIALS CONTAINED ON THE WEBSITE AND WITHIN THE APP AND PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT MEANT TO BE A SUBSTITUTE FOR THE ADVICE PROVIDED BY YOUR OWN PHYSICIAN, LAWYER, ACCOUNTANT, FINANCIAL PLANNER OR OTHER ADVISOR. 

 

22. LIMITATION OF LIABILITY 

a YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES AND THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN. 

 

b IN NO EVENT SHALL SIDEDRAWER, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS (THE “SIDEDRAWER PARTIES”) BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF INFORMATION), ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION, YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES, THE MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF SIDEDRAWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISCONDUCT), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 

 

c IN EVERY EVENT, SIDEDRAWER’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE WEBSITE, THE APP, THE PLATFORM, THE SERVICES AND THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) CANADIAN DOLLARS. 

 

d SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. 

 

a YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE SIDEDRAWER  PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO SIDEDRAWER AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST SIDEDRAWER IN CONNECTION WITH: (I) YOUR USE OF, ACCESS TO, OR MISUSE OF THE WEBSITE, THE APP, THE PLATFORM,  OR SERVICES; (II) YOUR BREACH OF ANY OF THESE TERMS OF USE; (III) DISCLOSURE OF USER-GENERATED CONTENT TO A DESIGNATE OR ANY OTHER PERSON (IV) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (V) ANY CLAIM THAT ANY OF YOUR USER SUBMISSIONS CAUSED DAMAGE TO A SIDEDRAWER PARTY OR A THIRD-PARTY; (VI) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE WEBSITE, THE APP, THE PLATFORM,  OR SERVICES; OR (VII) ANY ACTIVITY USING YOUR EMAIL ADDRESS AND PASSWORD BY YOU OR ANY OTHER PERSON ACCESSING THE WEBSITE OR SERVICES USING YOUR ACCOUNT OR EMAIL ADDRESS. 

 

b IF ANY SIDEDRAWER PARTIES TAKES LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TERMS OF USE, SIDEDRAWER WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO ANY SIDEDRAWER PARTIES. 

 

a Term. These Terms of Use shall commence either: (i) on the execution of an order form referencing and incorporating these Terms of Use (an “Order Form”) or: (ii) on sign-up by you through the Website or App, as applicable and will continue to apply for the term specified in the Order Form or, for the period agreed on sign-up if you subscribed through our Website or App, as applicable and shall auto renew for renewal terms equal in length to the indicated term, unless either party gives thirty (30) days’ notice of its intent not to renew prior to expiry of the then current term. 

 

b Termination & Cancellations.  

i Termination for Cause. Either party (the “Terminating Party”) may terminate this Agreement by written notice to the other party (the “Defaulting Party”) of any material breach by the Defaulting Party of any material provision of this Agreement and if the Defaulting Party does not cure such breach to the reasonable satisfaction of the Terminating Party within thirty (30) days from the date of its receipt of such written notice, this Agreement shall be terminated effective as of such date without any further action required on the part of the Terminating Party. In addition, either party may terminate this Agreement by giving a written notice to the other party if the other party applies for or consents to the appointment of a receiver, trustee, or liquidator for substantially all of its assets or such a receiver, trustee, or liquidator is appointed or such party has filed against it an involuntary petition of bankruptcy that has not been dismissed within sixty (60) days thereof, or files a voluntary petition of bankruptcy, or files a petition or answer seeking reorganization and such matter has not been completed within sixty (60) days thereof, or an arrangement with creditors and such matter has not been completed within sixty (60) days thereof, or seeks to take advantage of any other law relating to relief of debtors. 

 

ii Cancellation of Premium Services. You may cancel your Account and/or your use of and access to the Premium Services at any time by logging into your SideDrawer account. You will continue to be billed for your use of and access to the Premium Services unless and until you cancel it or we terminate it. You must cancel your use of and access to the Premium Services before the start of a new renewal period to avoid having the next period’s fees billed to your credit card. Again, please note that any charges submitted to or processed by Stripe before we could reasonably act in response to such cancellation will not be affected. SideDrawer will not issue a refund for the most recently (or any previously) charged fees associated with the Premium Services prior to any such cancellation. In other words: Cancellation is effective immediately but does not affect charges already incurred. Parts of these Terms of Use still apply to you even after you cancel your Account or terminate use of the Service. 

 

iii Cancellation for Convenience.  Notwithstanding the generality of the foregoing, subscribers to the services under an Order Form are bound for the term agreed in the Order Form for the Service, whether Premium Services or not, unless or except to the extent early cancellation is permitted by the applicable Order Form. 

 

c Retrieval of Customer Data on Termination. Upon written request by you made prior to any expiration or termination of this Agreement, SideDrawer will make your data available to you through the Service on a limited basis solely for purpose of retrieving such data for a period of up to thirty (30) days after such request is received by SideDrawer. After such period, SideDrawer will have no obligation to maintain or provide any data access and will thereafter, unless legally prohibited, delete all customer data; provided however, SideDrawer or its Subcontractors will not be required to remove copies of customer data from its backup media and servers until such time as the backup copies are scheduled to be deleted 

 

a You acknowledge and agree that access to the Website, the App, Platform, and the Services may not be available from time to time, may be amended, revised, replaced, suspended or terminated in whole or in part at any time and without notice, and that SideDrawer shall not, in any event, be responsible to you in any way should you be unable to access the Website, the App, the Platform, and the Service at any time or from time to time.  For greater certainty, we reserve the right to suspend your Account and/or your access to the Website, the Platform, the App, and/or the Services immediately if SideDrawer, in its sole discretion, believes that: 

 

i you have violated or otherwise breached these Terms of Use; 

ii any information provided by you is untrue, inaccurate, not current or incomplete; or 

iii you, or any other parties, are obtaining unauthorized access to our Website, or any other systems or information of SideDrawer. 

 

b These suspensions will be for such periods of time as SideDrawer may reasonably determine is necessary to permit the thorough investigation of such suspended activity.  SideDrawer may impose an additional charge to reinstate service following any suspension which is due to your fault. 

 

c SideDrawer may also suspend access and use of the Services immediately, if, and so long as, in SideDrawer’s sole judgment, there is a security or legal risk that may interfere with the proper continued provision of the Services or the operation of SideDrawer’s network or systems. 

 

If you need to contact us regarding the Website, the Services or these Terms of Use, please: (i) e-mail us at support@sidedrawer.com; or (ii) mail us at SideDrawer Inc., 3080 Yonge St, Suite 6060, Toronto, ON, M4N 3N1 Canada. 

 

a If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions 

 

b These Terms of Use together with the SideDrawer Privacy Policy set out the entire agreement between us relating to the subject matter herein and supersede any and all prior or contemporaneous written or oral agreements between us. 

 

c All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability. 

 

d These Terms of Use and any action related thereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Toronto, Ontario. 

 

e These Terms of Use are not assignable, transferable or sub-licensable by you except with SideDrawer’s prior written consent. We may assign, transfer or convey these Terms of Use to a third party without notice to you. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. 

 

f It is the express wish of the parties that these terms 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.