Terms & Conditions

Updated November 14, 2023

This Terms of Service Agreement (together with the Privacy Policy, the “Agreement”) derives from the GovernWell Inc. (“GovernWell”, “We”, or “Our”) 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. 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, including information about you and the actions you take.
“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 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 the product. 

“Terms of Service” means the following Terms of Service referenced herein;

“Us”, “we”, and “our” means GovernWell, and/or its affiliates.

“Use” means use, 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

You and your organization own all of the content and information that you Post on GovernWell, whether that information is private to your organization or publicly available. In order for us to use certain types of content and provide you with GovernWell, you grant us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use all Content that you post on GovernWell (the “IP License”). GovernWell will protect your privacy and the confidentiality of this information. The IP License allows us to aggregate, sell, publish, or use (in any way) this information, so long as your identity and data and your organization’s identity and data are kept confidential. 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 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). We are not responsible for the accuracy of any user-generated content. All information submitted on, or posted to, GovernWell is done at the user’s own risk.

4. Authorization to interface with Corporate Registry

Since no data transmission over the Internet is completely secure and no system of physical or electronic security is impenetrable, we cannot guarantee the security of any Information you send to us or the security of our servers or databases, and, by using the Website, you agree to assume all risk in connection with the use (either identified in the terms of this Privacy Policy, or as a result of unauthorized use or disclosure) of Information sent to us or collected by us when you use the Website. In the unlikely event that we believe that the security of your Information in our possession or control may have been compromised, we will endeavour to notify you as soon as reasonably practicable, subject, without limitation, to any procedures we deem necessary to confirm that such Information has been compromised and having due regard to any risk, perceived or actual, to you or us that is associated with such communication. If notification is appropriate, we may notify you by e-mail or by phone, provided that we have your e-mail address and/or phone number.

5. No Warranty

Although GovernWell will take all reasonable steps to provide error-free and continuous service on GovernWell, GovernWell does not represent, warrant, or guarantee that the database service will be uninterrupted or error-free. As a result, the database service is provided “as is”, without warranty of any kind. GovernWell disclaims 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 in order 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 the using the services of GovernWell.
  • You will not use, distribute, or post on GovernWell any content that you do not have rights to use.
  • You will not misrepresent your name or the name of your organization to GovernWell, on GovernWell, or to the general public, in any way.
  • You will not misrepresent to GovernWell, 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 GovernWell 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.
  • At any time, GovernWell 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 or being deleted from GovernWell.
  • While GovernWell states that all paid subscriptions include “unlimited emails” and “unlimited storage”, this is subject to a Reasonable Use Policy. If, at any time, GovernWell, or any of its affiliates, determines that user or organizational use of GovernWell is unreasonable, GovernWell reserves the right to suspend, cancel, or delete your account. Such a decision is at the full and total discretion of GovernWell or any of its affiliates. 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 account.

In the event that we feel that you are violating any part of these Terms of Service, we reserve the right to suspend, cancel, or delete your account, without any notice. GovernWell may elect to give you a warning about a breach of these terms 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 GovernWell Inc. regarding compliance or non-compliance with this Agreement.

9. Protecting Other People’s Rights

We respect other people’s rights and expect you to do the same. You agree that:

  • You will not Post Content or take any action on GovernWell that infringes on someone else’s rights or otherwise violates the law.
  • We can remove any Content you post on GovernWell if we believe that it violates this Agreement.
  • If we removed your Content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
  • If we have any reason to believe that you are infringing other people’s intellectual property rights, we can disable your account at any time, at our discretion. We can also remove the infringing content at our discretion.
  • You will not use our copyrights or trademarks without our written permission.
  • If you collect information from users, you will obtain their consent, make it clear that you (and not GovernWell) 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 anyone’s identification documents or sensitive financial information on GovernWell.
  • Other than connecting to Service Provider’s servers by http requests using a Web browser, you will not attempt to gain access to a service provider’s servers by any means – including, without limitation, by using administrator passwords or by masquerading as an administrator while using GovernWell or otherwise.

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 purchase. 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 any of the services provided by GovernWell, 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 payment of 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 GovernWell does 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) GovernWell’s 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 GovernWell 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) GovernWell 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 GovernWell has been advised or had previous knowledge of the possibility of such damages; (c) GovernWell 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 the control of GovernWell; (d) GovernWell is not liable in whole or in part for a breach of any covenant, representation or warranty of any third party that GovernWell may use for the purposes of, but not limited to, APIs, plug-ins, or integrations; (e) GovernWell is 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) If your non-identifiable data are used for research purposes, then the limitation of liability and indemnity clauses contained within this Terms of Service Agreement are waived with respect to any harms suffered or liabilities incurred as a result of any research activities; (g) 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 users.

13. Reliance on Compliance Under Local Laws and Regulations

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

14. Modifications

GovernWell is 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, GovernWell modifies our product, including, but not limited to, adding or deleting features or functions. GovernWell does not represent, warrant, or guarantee that any features or functionality will not be modified or deleted. While GovernWell 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, GovernWell is not obligated to provide any refund following the termination of your subscription. GovernWell 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 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 these Terms of Service 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. We try to keep GovernWell up, bug-free, and safe, but you use it at your own risk. We are providing GovernWell “as is” without any representations, warranties or conditions, expressed, implied, statutory, or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that GovernWell will be safe or secure. GovernWell is not responsible for the actions or content of third parties, and you release us, our directors, officers, employees, and agents from any Claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties. We will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with this statement, even if we have been advised of the possibility of such damages. Our aggregate liability for direct damages arising out of this statement will not exceed the greater of one hundred Canadian dollars ($100 CAD) or the amount you have paid us in the twelve (12) months preceding the making of the Claim. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, the foregoing limitation or exclusion may not apply to you. In such cases, GovernWell’s liability will be limited to the fullest extent permitted by such applicable law.

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.

18. Precedence of English Terms

These site terms are not to be modified. If there is any inconsistency between these terms and any translation into other languages, the English language version takes precedence. If you do not agree to any of the terms and conditions set out in this Agreement, please exit the Website. If you are in breach of this Agreement, in any manner, or otherwise create possible legal exposure for us, as determined by us at our sole discretion, we can stop providing all or part of GovernWell to you. We will generally try to notify you in such instances but have no obligation to do so. You may also delete your account or disable your application at any time. In all such cases, this Agreement will terminate, but the following provisions will survive such termination: 2-5, 6.

19. Last Updated

Last Updated: November 4, 2023
Last Reviewed: November 4, 2023

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