THIS UNLOOP USER AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF UNLOOP INC.’S SERVICES.
PLEASE READ THIS AGREEMENT BEFORE USING THE UNLOOP SERVICES. BY ACCESSING OR USING THIS WEBSITE OR THE SERVICES PROVIDED HEREIN, YOU HEREBY ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE WEBSITE OR SERVICES.
This Terms of Service Agreement (this "Agreement") is made and entered into by and between you and Unloop Inc., a Canadian corporation, and its subsidiaries and affiliates (collectively, "Unloop”).
This Agreement contains the terms and conditions that govern the use of Unloop's online services. Unloop directly, and through its website (unloop.com) (the "Site"), offers customers the services described and listed on the Site (as such list may be updated, modified, or otherwise changed from time to time, collectively, the "Services"). Your use of Unloop services is governed by this Agreement whether directly through Unloop or indirectly through an authorized third party. Where there is a conflict, this Agreement takes precedence over any third party agreements with regard to the Services.
This Agreement applies to all users of the Service, which includes you and all persons who use or access the Services, in their company's capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (“You”).This Agreement is effective as of the date of Your acceptance of the Agreement.
1. Unloop reserves the right to change the Service and these terms at any time, effective upon publication of the modified Terms to the Site. It is Your responsibility to ensure that You have read and understood the most up to date terms on the Site.
2. You agree to pay the monthly fees for the Services in accordance with the applicable plan fees listed on the Site at unloop.com/pricing/. (the “Fees”). The Fees are price-tiered based on Your monthly revenues. Unless otherwise indicated, all fees set out in these Terms are in United States ($USD) dollars.
3. The initial Fees will be based on Your average monthly revenue at the time of subscription. Average monthly revenue is determined based on the average of the previous three months’ revenues. If Your average monthly revenue increases beyond the current pricing tier, Your will be placed into the next pricing tier. If this happens, You will be notified of the pricing change by email. Downgrades in plans are at the sole discretion of Unloop, and may not be available in all circumstances.
4. Unloop reserves the right to change the Fees for each respective tier from time to time, as published on the Site. The increased Fees will only be applicable upon a plan change for existing Users, either voluntarily or based on changes in revenue tiers. In the absence of a plan change, You will not be notified of any changes in Fees.
5. If a Fee increase, plan change or other change to this Agreement is not acceptable to You, You may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. Your continued use of the Services beyond the cancellation window constitutes Your agreement to those changes.
6. Upon request, certain additional Services such as catch up bookkeeping, accounts payable, and payroll services (“Additional Services”) may be available at additional cost. Currently, catch up bookkeeping services are available as an Additional Service at a fee of $99 for each month to be caught up.
7. You hereby authorize Unloop to debit Your designated bank account or credit card, as specified by You during the onboarding process, for all fees as they become payable. All fees are non-refundable.
8. The Services provided by Unloop may evolve over time based on feedback and product development.
9. While this Agreement is not intended to cover every aspect or functionality of the Services, the Services will generally include bookkeeping, and other back office financial services such as state or provincial sales tax filing services, as well as any Additional Services as provided on the Site. Bookkeeping services may include providing monthly financial statements (balance sheet, income statement and cash flow statements), as well as certain analytics and metrics based on Your needs and at the discretion of Unloop. The Services provided may vary depending on Your pricing plan, and will be described in more detail in each of the individual product and plan pages on the Site.
10. The Services may be performed by Unloop’s employees, sub-contractors, or other third parties under the supervision and authorization of Unloop.
11. You must only use the Services for lawful, internal business purposes, in accordance with the terms of this Agreement. If You are using the Services on behalf of another entity or Your employer, You must ensure that You are authorized to do so and that all persons for whom or to whom the Services are provided comply with and accept all terms of this Agreement that apply to You.
12. You are responsible for ensuring that the information which is provided to Unloop is accurate and up to date. Unloop will not be liable for any penalty, interest, or other claims which may result from inaccurate or incomplete information that You supply.
13. In performing the Services, You agree that Unloop is not acting in a fiduciary capacity for You. Using the Services does not relieve you of any obligations under local, provincial, state or federal laws or regulations to retain records relating to your financial data.
14. Any information that Unloop provides in connection with the Services is for informational purposes only and should not be construed as legal, tax, or accounting advice.
15. You agree that as part of the Services, Unloop may submit tax and other government filing documents on Your behalf. You hereby consent to Unloop providing your information to the appropriate government agency, and permit Unloop to collect and use identifying information, being the name of Your business and its province or state of operation, and if required, any business number issued by the relevant government agency, for the purposes of communicating securely with the government agency and identifying any documents submitted by Unloop on Your behalf.
16. You are responsible for maintaining the confidentiality and security of all access credentials, including user names and passwords required for You to access the Service. You will be responsible for any damages suffered by Yourself, third parties, or Unloop as a result of Your disclosure of access credentials. If You suspect that Your access credentials have been disclosed or breached, it is Your responsibility to notify Unloop and take the necessary actions, including changing Your password, immediately.
17. You further agree not to permit any third party to access the Services except as permitted herein.
18. As part of the onboarding for the Services, You will be required to provide Unloop with information regarding Your company. This information is required in order to provide the Services, and also to create third party accounts that are required as part of the Services. By providing this information You agree that this information may be shared within Unloop and with the third party providers. Currently, the third party providers may include QuickBooks Online, HubDoc, and A2X, depending on Your specific needs.
19. By using the Services, You agree to allow Unloop to create and maintain third party provider service accounts on Your behalf, using the information provided by You during the onboarding process. Any fees payable to third party providers are included in the service fees set out above and paid on Your behalf, unless otherwise clearly indicated to You.
20. In order to provide the Services, Unloop may be required to share some of Your financial information with its employees, sub-contractors and third party providers. You hereby agree that Unloop is permitted to share this information for the purposes of providing the Services.
21. You further agree that Your financial information and data may be accessed and stored in servers located outside of the United States and Canada.
23. You agree that Unloop may use electronic communications (e.g. e-mail) to communicate with You and others in relation to the Services, and that Unloop may also use third party vendors, including cloud based service providers, to store or process information that You provide to Unloop, including financial and personal information.
24. Unloop will maintain best efforts to ensure the security and confidentiality of Your information. However, Unloop, its officers, directors, members and employees, as well as Unloop affiliates and third party vendors are not responsible for any losses suffered by You as a result of any security breach or other inadvertent or unauthorized disclosure of any information that You provide to Unloop through Your use of the Services.
25. The Services do not include “public accounting services” as defined in section 2 of the Public Accounting Act, 2004, or any other accounting services restricted to certified accountants pursuant to the relevant local accounting laws and regulations.
26. From time to time and where requested by You, Unloop may refer You to certain third party Canadian Chartered Professional Accountant or United States Certified Public Accountant, both of which may be referred to as CPA service providers, who will be able to provide You with public accounting services pursuant to the local laws and regulations. In such circumstances, You will deal with the third party CPA service provider directly, who will invoice You separately from Unloop’s Services. You will be subject to the terms as set out by the CPA service provider, and Unloop will not be responsible for the services provided by the third party CPA service provider or any disputes arising out of Your engagement with the third party CPA service provider. You will be notified in advance where a commission is paid to Unloop by the third party CPA service provider.
27. The Site and Services are protected to the maximum extent permitted by copyright laws and international treaties. Content displayed on or through the Site and Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Unloop. You further agree not to reproduce, duplicate or copy content from the Services without the express written consent of Unloop, and agree to abide by any and all copyright notices displayed on the Site or the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site or the Services. Without limiting the foregoing, You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Site or the Services, or otherwise access the Services in order to build a competitive product or service or to copy any features, functions or content of the Services. Unloop, as well as certain other of the names, logos, and materials displayed on the Site or the Services, constitute trademarks, trade names, service marks or logos (“Marks”) of Unloop or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associate therewith remains with Unloop or those other entities.
28. Unloop acknowledges that it obtains no right, title or interest from You (or Your licensors) under this Agreement in or to the financial information or other data that You provide to Unloop for Your use of the Services, including any intellectual property rights subsisting therein.
29. Unloop has the right to monitor access to and use of the Site, Services, and to investigate conduct that Unloop believes could affect the Site or Services, including violations of this Agreement. Unloop may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute anyone who violate the law.
30. Breach of this Agreement or any illegal, fraudulent or other unacceptable behaviour by You, as determined by Unloop, may result in one or more of the following actions being taken by Unloop: (a) suspension of some or all of the Services; and (b) termination of this Agreement. Unloop shall not be responsible for any losses suffered by You as a result of the actions by Unloop’s exercise of rights under this provision. Unloop reserves the right to take further legal action for any losses suffered as a result of Your misconduct.
31. If the Agreement is terminated by Unloop for any of the above reasons, You will still be responsible for any fees owing upon and until termination as set out above, with no refund available for Fees paid.
32. Unloop’s failure to act with respect to a breach by You or others does not waive our right to act with respect to subsequent or similar breaches.
33. You understand and agree that if it becomes necessary for Unloop to pursue legal action to enforce this Agreement, You will be liable to pay Unloop for any damages suffered by Unloop and legal fees as a result of the breach.
34. Notwithstanding any other provision of the Terms, Unloop retains the right to seek the remedy of specific performance of any term contained in this Agreement, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or to seek to recover damages arising from or relating to a violation of this Agreement or any combination thereof.
35. This Agreement shall be enduring for as long as You continue to pay for the Services, and until otherwise terminated by You or Unloop. If You choose to terminate this Agreement, You will continue to have access to the Services which have been paid for until the end of the current billing cycle. At the end of the billing cycle, You will no longer have access to any of the Services including access to third party services provided as part of the Services, and Unloop will have no further obligation to make any government filings, including tax filings on Your behalf.
36. Termination of this Agreement will not however, affect Your relationship with any third party CPA service providers referred to You by Unloop, who may continue provide services to You until You terminate the relationship with them directly.
37. If this Agreement is terminated by Unloop due to Your violation of these terms, Your access to the Services may be terminated immediately.
38. Upon Your request, Your financial data stored within the Services may be sent to You in a format to be determined by Unloop. Unloop will have no further obligation to maintain or provide any of Your data 30 days after the termination of this Agreement.
39. All provisions with respect to Intellectual Property, Exclusion of Warranties, Limitation of Liability, and Indemnification shall survive termination of this Agreement.
40. YOU AGREE THAT USE OF THE PLATFORM, SITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLOOP DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF UNLOOP AND THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLOOP DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS OR SERVICES RECEIVED THROUGH OR ADVERTISED ON UNLOOP OR THE SERVICE, OR ACCESSED THROUGH ANY LINKS ON UNLOOP OR THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTY OF TITLE TO OR DELIVERY OF ANY GOODS OR SERVICE, ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY RIGHTS IN ANY GOOD OR SERVICE, ANY WARRANTY WITH RESPECT TO COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, OR ANY WARRANTY ASSOCIATED WITH POTENTIAL TAX AUDITS AND TAX CONSEQUENCES. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLOOP DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH UNLOOP OR THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNLOOP, UNLOOP OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
41. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to You insofar as they relate to implied warranties.
42. Unloop aim to maintain 99% uptime for all Services. However, Unloop makes no representations or warranties about the Site or Services uptime, availability, or permissibility in any particular location. Scheduled maintenance or emergency maintenance may occur from time to time, and during such periods, the Services and Site may be unavailable with or without notice to User.
43. UNDER NO CIRCUMSTANCES SHALL UNLOOP BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF YOU OR UNLOOP HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE SERVICES, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE SITE, PLATFORM OR THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE OR PROVIDED BY ANY THIRD PARTY PROVIDERS, WHETHER REFERRED BY UNLOOP OR OTHERWISE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE SERVICE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
44. YOUR BUSINESS AND FINANCIAL FILINGS MAY BE SUBJECT TO PERIODIC AUDITS BY THE RELEVANT TAX AUTHORITIES SUCH AS THE CANADA REVENUE AGENCY OR THE US INTERNAL REVENUE SERVICE. UNLOOP SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY PAYMENTS OR PENALTY IMPOSED ON YOU AS A RESULT OF THESE AUDITS.
45. You agree to indemnify and hold Unloop, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, (collectively, “Affiliates”) harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of information You submit, post or make available through the Services, Your use of the Services, Your violation of the terms of this Agreement, Your breach of any of the representations and warranties herein, or Your violation of any rights of another.
46. You acknowledge that the Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Unloop’s ability to provide the Services to other parties.
47. You may not assign this Agreement or any right under this Agreement, without the consent of Unloop. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
48. Unloop may be excused from performance for any period during which, and to the extent that it, or any of its subcontractors, employees or third party service providers are prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, disease, communication line failures, and power failures.
49. If any term of this Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this Agreement shall remain in full force.
50. You agree that Unloop may include Your company’s name and logo on the Site for promotional purposes. Unloop may issue a high-level press release announcing the relationship and the manner in which You will use the Services. Unloop shall coordinate its efforts with appropriate communications personnel in Your organization to secure approval of the press release if requested.
51. This Agreement shall be governed by the laws of the Province of Ontario. All disputes hereunder shall be resolved in the applicable provincial or federal courts of Ontario. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
52. Customer’s satisfaction is an important objective to Unloop in performing its obligations under this Agreement. If a dispute arises relating to the interpretation or performance of this Agreement or the grounds for the termination hereof, You agree to work with Unloop to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies.
53. The paragraph and subparagraph headings contained in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any provisions of this Agreement.