Terms of Service

Last updated on October 1, 2024.

Please read these Terms of Service (“Terms” or this “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations as a user of the Services (as defined below). These Terms constitute a legally binding agreement between you (“Customer”) and PlaceHolder Canada Inc. (“Company”) and governs the Services offered through or in connection with the website.

BY CLICKING TO ACCEPT THESE TERMS AND BY ACCESSING AND USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES. THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND CO ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMIT CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN THE ARBITRATION SECTION (SEE SECTION 7 OF THESE TERMS).

For the purpose of these Terms, “you” and “your” refers and apply to the business, company or other legal entity entering into these Terms.

The collection and use of personal information in connection with your access to and use of the Services is described in our Privacy Policy.

1. Subscription to a PlaceHolder Service

1.1 This Agreement permits you to purchase subscriptions to online software-as-a-service products and other services from Company (“Services”) pursuant to any Company ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)”) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the date set forth in the applicable Order Form (the “Effective Date”) as well as any future purchases made by Customer that reference this Agreement. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”).

1.2 Subject to the terms of this Agreement and during the Subscription Term specified in an applicable Order Form, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this Agreement. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account.

1.3 If Customer receives free access or a trial or evaluation subscription to the Service (a “Trial Subscription“), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of seven (7) days or such other period granted by Company (the “Trial Period“). Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period. Company has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COMPANY WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

1.4  Company may, at any time and in its sole discretion, add to, remove, change or discontinue the Service or any component or version of the Products (the “Service Changes”), which may require Customer to take certain actions including, but not limited to, installing certain patches, fixes or updates, upgrading to a new version of a Product and/or migrating to an alternative Service. Such Changes may be made for reasons including, but not limited to:  (i) to comply with applicable law or regulation, (ii) for security reasons, (iii) due to changes imposed by a third party supplier, and/or (iv) due to the termination of our relationship with a third party supplier which is material for the provision of the Services.

2. Subscription Fees

2.1 Use of the Service is subscription based and is therefore conditioned on Customer's advanced payment of a monthly subscription fee. Customer is responsible for the timely payment of all such fees and any other taxes or assessments attributable to Customer in connection with the use of the Website. Customer hereby (i) agrees to provide Customer's complete and accurate registration and billing information (including any modifications thereto) to Company, (ii) agrees to pay all subscription fees for use of the Service, and (iii) if applicable, authorizes Company to charge Customers credit card on an automatic and recurring basis for all fees owed to Company for use of the Service.

2.2 The subscription fees are due monthly on the same date of each calendar month ("Billing Date"), as determined by Company in its sole discretion. Company may change the Billing Date without notice to Customer. Unless Company changes the Billing Date after Customer has subscribed, subscription fees to the Service will not be prorated and the registration or use of the Website at any time during a calendar month will constitute Customer's agreement to pay the full subscription amount for such month.

2.3 Customer may convert the trial subscription into a paid subscription at any time before the end of the Trial Period by clicking on the subscription link in User's account and submitting a completed subscription form to Company. If Customer does not convert the trial subscription into a paid subscription, then upon expiration of the Trial Period Customer's account will be deactivated; resulting in a complete and irretrievable loss of content from Customers account, for which Company will not have any liability whatsoever. Customer may sign-up for only one (1) Trial Period unless otherwise expressly agreed to in writing by Company and any violation of this policy may result in the immediate termination of Customer's account.

2.4 If Customer upgrades or downgrades its service level  then such change in service and the new subscription fee amount will be effective on the next Billing Date. Customer understands that any downgrade in service will result in the loss of certain features and may result in a complete and irretrievable loss of content from User's account, for which Company will not have any liability whatsoever.

2.5 COMPANY RESERVES THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO PROSPECTIVELY CHANGE THE NATURE AND AMOUNT OF FEES CHARGED FOR USE OF THE WEBSITE, AND THE MANNER IN WHICH SUCH FEES ARE ASSESSED.

3. License Grant

During the Term, Company grants Customer a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use, and to permit other authorized users as set out in the Order Form to access and use the Services on Customer’s behalf to access and use, the Services to which Customer has subscribed, on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Services and all modifications, extensions, scripts and other derivative works of the Services provided or developed by Company are owned exclusively by Company or its licensors. All rights not granted to Customer in this Agreement are reserved by Company.

4.  Content

4.1 Customer may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” Customer is responsible for Content, including ensuring that it does not violate any applicable law or these Terms. Customer represents and warrants that you have all rights, licenses, and permissions needed to provide Input to our Services.

4.2  Ownership of content. As between you and Company and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. Company hereby assigns to you all our right, title, and interest, if any, in and to Output.

4.3  Similarity of content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. The assignment above does not extend to other users’ output or any third party Output.

4.4 Use of content. Company may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

4.5 Opt out. If Customer does not want us to use your Content to train our models, customer can opt out by contacting the Company. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

4.6 Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. Company is constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

4.7 When Customer uses Services, Customer understands and agrees:

1. Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information.

2. Customer must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.

3. Customer must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

4. Customer Services may provide incomplete, incorrect, or offensive Output that does not represent Company’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with the Company.

5.  Restrictions and Responsibilities  

5.1 Customer will not (a) use the Services in excess of the scope of use specified in an applicable Order Form, or (b) directly or indirectly: reverse engineer the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; (c) use the Services or any Software for timesharing or service bureau purposes; or (d) remove any proprietary notices or labels.

5.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services (including but not limited to content Customer uses in conjunction with the Services). Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.

5.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

5.4 The Service is subject to the scope of use specified in the applicable Order Form. Customer agrees that it is solely responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by Customer or otherwise used through its Account. Customer agrees not to use or permit the use of the Service: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (d) to introduce any Malware or other malicious activity in Customer’s use of the Service; (e) in violation of any export law or regulation; or (f) in any way that constitutes or encourages conduct that could constitute a criminal offense.

5.5 Company may at any time suspend any use of the Service and/or remove or disable any content as to which Company reasonably and in good faith believes is in violation of this Agreement. Company agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Service or any third party, in which case Company will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.

6.  Term and Termination

6.1 Unless otherwise agreed to in writing, the “Initial Term” shall mean the duration identified in the Order Form, beginning on the date identified in the Order Form (the “Subscription Start Date”). If the Subscription Start Date is not explicitly nor implicitly identified in the Order Form, the Subscription Start Date shall be the date Customer executes, where applicable, the initial Order Form, unless otherwise agreed to in writing. Some software Products may be made available to Customer on a date prior to the Subscription Start Date identified in the Order Form. If Customer uses such software Products to process taxable business transactions before such identified Subscription Start Date, then the Subscription Start Date will thereby be amended to such earlier date.

6.2. Upon expiration of the Initial Term and unless otherwise stated in the Order Form or herein, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or Company by delivery of written notice to the other party at least ninety (90) days prior to the end of the Current Term, or such period of notice equal to the Current Term where the Current Term is less than ninety (90) days. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty (30) days. In the case of Services licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term. If Customer is located in the Province of Quebec, Customer expressly waives the application of Sections 2125 and 2129 of the Civil Code of Quebec.

7.   Representations, Disclaimers, Indemnity

7.1 You represent and warrant to us that: (i) you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for receiving the Services; and (ii) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement.

7.2 IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7.3 WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, OR DATA DUE TO YOUR USE OF THESE SERVICES OR YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT.

YOUR USE OF THESE SERVICE AND CONTENT OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY DOES NOT MAKE ANY WARRANTY WITH RESPECT TO COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY. THE COMPANY DOES NOT REPRESENT THAT THE SERVICES OR ITS CONTENT WILL BE ACCURATE, RELIABLE, VIRUS OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY ASSOCIATED CONTENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

IN THE EVENT COMPANY IS HELD LIABLE FOR ANY DAMAGES ARISING UNDER THIS AGREEMENT, THE DAMAGES ARE LIMITED TO THE GREATER OF (X) THE AMOUNT PAID TO COMPANY BY CUSTOMER DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE A CLAIM ARISES OR (Y) $1,000.

8. Dispute Resolution and Arbitration

8.1 Overview of Dispute Resolution Process. This Agreement provides for a two‑part dispute resolution process for Customers: (i) an informal negotiation directly with Company, and (ii) confidential arbitration before a single arbitrator. If you are located in Canada, the arbitration will be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. and the seat and location of the arbitration will be in Ontario, Canada. If you are located in the United States, the arbitration will be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the seat and location of the arbitration will be in the State of New Jersey. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. The language of the arbitration will be English unless otherwise required by applicable law or agreed to by you and Company.

8.2 Pre‑Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Company each agree to notify the other party of the dispute or controversy between a Customer and Company, including any dispute or controversy arising out of or relating to this Agreement or the Services, any Company Policies, any interactions or transactions between a Customer and Company, or in respect of any legal relationship associated with or derived from this Agreement, including the validity, existence, breach, termination, construction, application or enforceability, or the rights, duties or obligations of a Customer or Company (“Dispute”) and attempt to negotiate an informal resolution to it first. If after a good faith effort to negotiate one party feels the Dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

8.3 Agreement to Arbitrate. Customer and Company mutually agree that Disputes will be settled by binding individual arbitration. If there is a dispute about whether this agreement to arbitrate can be enforced or applies to the Dispute, the Customer and Company agree that the arbitrator will decide that issue.

8.4 Exceptions to Agreement to Arbitrate. The Customer and Company each agree that the following claims are exceptions to the agreement to arbitrate and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, or cyber‑attack); and (iii) small claims actions brought in the state court in which Customer or Company is located if such court has a small claims procedure and if such court is located in the United States.

8.5 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

8.6 Jury Trial Waiver. THE CUSTOMER AND COMPANY ACKNOWLEDGE AND AGREE THAT EACH ARE WAIVING THE RIGHT TO A TRIAL BY JURY AS TO ALL ARBITRABLE DISPUTES.

8.7 No Class Actions or Representative Proceedings. Customer and Company acknowledge and agree that, to the fullest extent permitted by law, each are waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class‑wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless the Customer and Company both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class‑wide arbitration” waiver in this section is held unenforceable with respect to any Dispute, then the agreement to arbitrate will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this section is held unenforceable with respect to any Dispute, those waivers may be severed from this section and the Customer and Company agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in arbitration.

9. General Provisions

9.1 This Agreement shall be governed by and construed in accordance with laws of (i) the province of Ontario (if in Canada), or (ii) the state of New Jersey (if in the United States), and the federal laws of Canada or the United States applicable therein.

9.2 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitutes the entire agreement between Company and the Customer pertaining to the subject matter hereof and supersedes any and all prior oral or written understandings or agreements between Company and the Customer in relation to the access to and use of the Services.

9.3 No joint venture, partnership, employment, or agency relationship exists between the Customer and Company as a result of these Terms or the Customer’s use of the Services.

9.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

9.5 Company’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing. Except as expressly set forth in these Terms the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

9.6 You may not assign, transfer or delegate this Agreement and its rights and obligations hereunder without Company’s prior written consent. Company may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Customer’s right to terminate this Agreement at any time remains unaffected.

9.7 This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. Notwithstanding the foregoing, the parties agree that the payment card networks are third‑party beneficiaries of this Agreement for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to this Agreement.

9.8 Any notices or other communications from Customer to Company as required hereunder by Company must be sent by email to the Company General Email. Any notices or other communications permitted or required hereunder by Company to Customer, including those regarding modifications to this Agreement, will be in writing and given by Company in its sole discretion via email or regular mail. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Company is not responsible for any automatic filtering the Customer or its network provider may apply to email notifications Company sends to the email or physical address provided in the Customer’s Company Account information.

9.9 Any notices or other communications between Customers as permitted and required hereunder by Company must be sent by email to an email address provided by Company or by other method of communication as agreed to by the relevant Customers.

9.10 If this Agreement is terminated for any reason, the clauses of this Agreement that reasonably should survive termination of this Agreement will remain in effect.

9.11 The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement.

9.12 Unless the context of this Agreement clearly requires a different interpretation or construction, all references to the singular shall also include the plural and vice versa.

9.13 The Services are intended for use solely in Canada or the United States of America. Company makes no claims that the Services are appropriate for use outside of such countries.

9.14 The parties hereto have required that this Agreement be drawn in the English language, and that the English language version shall control over all translations thereof. If Customer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette entente ainsi que tout document accessoire soient rediges en anglais.