Terms & Conditions

The Agreement (as hereinafter defined), including this Terms of Service Agreement, derives from the GovernWell Inc. principles and governs our relationship with users and others who interact with GovernWell Inc. You agree to comply with the terms and conditions set out in this Agreement, as amended from time to time, when using or accessing GovernWell (as hereinafter defined). This Agreement is subject to change without notice. It is your responsibility to check this page frequently for any revisions, the most recent date of which will appear at the bottom of the page.

1. Definitions

Certain terms used in this Agreement and not otherwise defined will have the following meaning:
“Agreement” means Terms of Service along with any other documents referenced herein, together with our Privacy Policy;
“Content” means the content and information that you post on GovernWell or otherwise make available to us, including information about you and the actions you take, and any feedback or other suggestions about GovernWell.“Customer” means a user who engages with GovernWell.
“GovernWell” means the application, features, and services we make available to users, including through our website at https://www.GovernWell.ca or  https://app.GovernWell.ca
“Post” means post on GovernWell or otherwise make available to us.
“Privacy Policy” means the privacy policy of GovernWell Inc. viewable at www.GovernWell.ca, as the same may be amended from time to time.
“Reasonable Use Policy” means the policy we adhere to when deciding whether or not a Customer has exceeded their reasonable use of GovernWell.
“Terms of Service” means the following Terms of Service referenced herein;
“Us”, “we”, and “our” means GovernWell Inc., and/or its affiliates.
“Use” means use, reproduce, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
“You” means you or anyone logging in through your profile.

2. Privacy

Your privacy is very important to us. We designed our privacy policy to make important disclosures to you about how we collect and use the information you put on GovernWell. We encourage you to read the Privacy Policy, and to use the information it contains to help make informed decisions.

3. Sharing Your Content and Information

We do not own the Content, whether it is private to your organization or publicly available. You hereby grant us a perpetual, non-revocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use all such Content to provide you with GovernWell and related support and services (the ‟IP License”). As applicable, GovernWell will protect your privacy and the confidentiality of this Content in accordance with its Privacy Policy or any confidentiality agreements with you. When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed Content may persist in backup copies (but will not be readily available to others and the data will be ‘beyond use’). We do not have the responsibility to retain any Content after your subscription has ended. Any request to export any Content should be made when the subscription remains valid.
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We always appreciate your feedback or other suggestions about GovernWell, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them). For greater clarity, such feedback and suggestions are included in the IP License. Notwithstanding anything to the contrary in this Agreement, you agree that we are not subject to any confidentiality obligations in respect to the feedback or other suggestions.

We are not responsible for the accuracy of any Content. All Content posted on GovernWell or otherwise made available to us is done at your own risk.

You hereby represent and warrant that you have the power, authority and legal right to grant the IP License to us. DO NOT POST OR MAKE AVAILABLE TO US ANY CONTENT THAT YOU DO NOT WISH TO LICENSE TO US.

4. Authorization to interface with Corporate Registry

In order for GovernWell to complete annual filings to the Corporate Registry on your behalf, you authorize GovernWell to utilize your corporation’s company key to interface with the Ontario Business Registry in whatever manner is appropriate from time to time.

5. No Warranty

Although we will take all reasonable steps to provide error-free and continuous service on GovernWell, we do not represent, warrant, or guarantee that GovernWell and our service will be uninterrupted or error-free. As a result, GovernWell and our service are provided “as is”, without warranty of any kind. We disclaim all warranties, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and infringement.

6. Safety and Ethical Use

We do our best to protect the GovernWell user experience, but we cannot guarantee it. We need your help to do that. You agree that:

• You will not violate any local, national, or international laws, including spam laws.
• You will not collect users’ information, or otherwise access GovernWell, using any automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
• You will not upload viruses or other malicious code to any GovernWell-run website or application.
• You will not bully, intimidate, or harass any user or GovernWell team member while using the services of GovernWell.
• You will not use, post on GovernWell or make available to us any Content that you do not have rights to use, post or make available to us.
• You will not use, post on GovernWell or make available to us any Content that violates the rights of third parties, including intellectual property, personality and privacy rights or that violates any applicable laws.
• You will not misrepresent your name or the name and information of your organization to us, on GovernWell, or to the general public, in any way.
• You will not misrepresent to us, or the general public, about the legal, nonprofit, charity, or other status of your organization; this includes, but is not limited to, your representation to us or the public about government recognition or status as a registered charity (in Canada with the Canada Revenue Agency), or any other local, provincial, state, or nationally recognized tax-exempt status.
• You will not use GovernWell to do anything unlawful, misleading, malicious, or discriminatory.
• You will not facilitate or encourage any violations of this Agreement.
• If you collect information from users, you will obtain their consent in accordance with any applicable data privacy law, make it clear that you (and not us) are the one collecting their information, and establish and communicate a privacy policy explaining what information you collect and how you will use it.
• You will not post any individual’s identification documents or sensitive financial information on GovernWell.
• Other than connecting to our servers by http requests using a Web browser with your own credentials, you will not attempt to gain access to our servers by any means – including, without limitation, by using administrator passwords or by masquerading as an administrator while using GovernWell or otherwise.
• At any time, we may ask you or your organization to provide documentation proving the legal or other status of your organization. Failure to comply with these requests could lead to suspension of your subscription or being deleted from GovernWell.
• While we state that all paid subscriptions include “unlimited emails” and “unlimited storage”, this is subject to a reasonable use policy. If, at any time,  we determine that user or organizational use of GovernWell is unreasonable, we reserve the right to suspend, cancel, or delete your subscription and/or account. Such a decision is at our full and total discretion. While we endeavor to give ample notice or warnings, for a breach of the reasonable use policy, no notice is required for a suspension, cancellation, or deletion of your subscription and/or account.

In the event that we feel that you are violating this Agreement, including any part of these Terms of Service, we reserve the right, at out discretion, to suspend, cancel, or delete your subscription and/or account or to remove any Content we believe violates this Agreement, without any notice. We may elect to give you a warning about a breach of this Agreement but we are under no obligation to do so.

7. Registration and Account Security

GovernWell users provide their real names and information, and we need your help to keep it that way. To maintain the security of your account, you agree:

• You will not provide any false personal information on GovernWell, or create an account for anyone other than yourself without permission.
• You will keep your contact information accurate and up-to-date.
• You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
• You will not transfer your account to anyone without first getting our written permission.
• We retain the right to delete any accounts that we deem to contain false information.

8. Monitoring

We strive to provide an enjoyable online experience for our users so we may monitor activity on GovernWell to ensure that users are complying with this Agreement. You agree to such monitoring. Nevertheless, we do not make any warranties or guarantees that: (1) GovernWell, or any portion thereof, will be monitored for accuracy or unacceptable use; (2) apparent or posted statements of fact are indeed statements of fact or that such statements of fact will be authenticated; or (3) we will take any specific action (or any action at all) in the event of a dispute between users and us regarding compliance or non-compliance with this Agreement.

9. Limited License & Intellectual Property

Subject to your compliance with this Agreement, for the term of your subscription, we hereby grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and make use of GovernWell in connection with the administration of your not-for-profit or charitable organization. Any rights not expressly granted herein are reserved by us or our licensors.

GovernWell contains information and material including without limitation trademarks, copyrights and other information and material protected by intellectual property rights or other proprietary rights of ours, our licensors or third parties. Such information and material are the exclusive property of their respective owners and you acquire absolutely no rights or licenses to GovernWell apart from the limited license granted to you in accordance with this Agreement. Therefore, you will not sell, republish, broadcast or otherwise use such information and material without the prior written permission of each respective owner or as otherwise permitted under this Agreement.

Our trademarks and trademarks of third parties may appear on GovernWell. For instance, GOVERNWELL and the GOVERNWELL Logo are trademarks of GovernWell Inc. Our trademarks may be registered or unregistered in Canada and in other countries as applicable. Any use of our trademarks, except as expressly provided for herein, is strictly prohibited without the express written consent of GovernWell Inc. All other trademarks not owned by us that appear on GovernWell are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

10. Payment and Charges

User or a user’s organization agrees to pay for use of GovernWell in accordance with the prices set forth at the time of subscription. Recurring annual charges are due within fifteen (15) days from the agreed-upon annual payment date. Charges are non-refundable, absent breach of this Agreement by GovernWell. All prices, statements, invoices, and charges are in Canadian Dollars (CAD). Prices and fees for use of GovernWell are subject to change without notice. If a user or a user’s organizations fails to pay, GovernWell reserves the right to prevent access to a user’s Content, without notice. If a user or a user’s organization wishes to cancel the subscription to GovernWell or any of the services provided by us, we request that you please notify us at support@GovernWell.ca, at least seven (7) days before your renewal date of your subscription. In the event that seven (7) days’ notice is not given, GovernWell reserves the right to continue charging for the subscription.

11. Third-Party Software, APIs, and Integration

GovernWell, from time to time, uses third-party libraries, APIs, plug-ins, open source code, and other software or integrations. Users understand that, while we do our best to ensure that these are always functioning, we are not responsible for them in any way and we reserve any liability thereto. While we do everything to protect your data, we have no control over the storage or use of data from third-party tools or databases.

12. Limitation of Liability

The provisions of this Agreement shall apply to any action at law, in equity, or arbitration: (a) our total liability, if any, with respect to the subject matter of this Agreement (including but not limited to liability arising out of contact, tort, strict liability, breach of warranty, or otherwise), is limited to charges collected by us under this Agreement in the twelve (12) month period immediately preceding to the initial act, injury, or occurrence that gave rise to the liability; (b) we shall not be liable for any loss of profits or revenue, special, punitive, incidental, or consequential damages in any action arising out of the subject matter of this Agreement, specifically including but not limited to loss or corruption of customer data, whether or not foreseeable and even if we have been advised or had previous knowledge of the possibility of such damages; (c) we shall not be liable for failure to perform due to reasons of force majeure, including but not limited to, acts of God, the public enemy, any government or agency thereof, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargos, severe weather, differences with workmen, restrictions imposed by governmental agencies, war, hostilities, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation, the inability of any entity to connect to the Internet, or any other reason beyond our control; (d) we are not liable in whole or in part for a breach of any covenant, representation or warranty of any third party in relation to their libraries, APIs, plug-ins, open source code, or other software or integrations; (e) we are not liable for any fraud, penalties, or any misleading of users, government agencies, or the general public about an organization’s charity, nonprofit, or other tax-exempt status; (f) Any proceeding to resolve or litigate any dispute in any forum relating to this Agreement shall be conducted solely on an individual basis. Neither party shall have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. The provisions of this paragraph shall apply to any claims brought against Customer by a third party for damages based on an improper license grant of GovernWell to anyone.

13. Reliance on Compliance Under Local Laws and Regulations

While we work hard to continue to support Customers in jurisdictions all across Canada, we do not represent, warrant, or guarantee that our products always conform to current corporate, anti-spam, charity, nonprofit, society, or any other laws in any given jurisdiction. We strongly recommend that before using our products, you confirm that they conform to the current laws and regulations of your jurisdiction(s) and to your particular situation. We are neither responsible nor liable, in any way, for your compliance with any federal or local laws or regulations.

14. Modifications

We are consistently working to make our products better – to make them easier to use, more powerful, and, ultimately, better for our users. This means, from time to time, we modify our product, including, but not limited to, adding or deleting features or functions. We do not represent, warrant, or guarantee that any features or functionality will not be modified or deleted. While we will always try to give as much warning to you as possible, no notice is required for any changes or modifications to our products, including, but not limited to, about feature changes, feature additions, and deletion of features or functions.

15. Refund Policy

If you wish to terminate your subscription prior to its completion, we are not obligated to provide any refund following the termination of your subscription. We will not prorate charges to the termination date and the Customer will not receive a credit or refund for any unused services. If Customer has paid in advance for a certain period of time for the GovernWell services or any portion thereof and terminates prior to the completion of that period, that payment is nonrefundable. You acknowledge and agree that all payment obligations and fees and charges paid or payable by you under this Agreement are non-cancellable and non-refundable for any reason.

16. Disputes

You will resolve any claim, cause of action or dispute (“Claim”) you have with us arising out of or relating to this Agreement in a provincial or federal court located in Canada. The laws of the province of Ontario will govern this Agreement, as well as any Claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Ontario for the purpose of litigating all such Claims. If anyone brings a Claim against us related to your actions or your Content on GovernWell, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such Claim.

17. Other

This Agreement makes up the entire agreement between the parties regarding GovernWell and supersedes any prior agreements. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of this Agreement, it will not be considered a waiver of our rights to enforce such rights in the future. Any amendment to or waiver of this Agreement must be made in writing and signed by us. You will not transfer any of your rights or obligations under this Agreement to anyone else without our written consent. All of our rights and obligations under this Agreement are freely assignable by us to any other person in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise, without any notice to you. Nothing in this Agreement shall prevent us from complying with the law. This Agreement does not confer any third-party beneficiary rights.