Terms of Service

These Terms of Service are a binding agreement between Cordillera Labs Ltd., a British Columbia company (“Cordillera”, “we”, “us”, or “our”), and the person or organization that creates an account, subscribes to, accesses, or uses Corpbook (“Customer”, “you”, or “your”).

1. Acceptance and Authority

By creating an account, clicking to accept these Terms, or using Corpbook, you agree to these Terms. If you use Corpbook for an organization, you represent that you have authority to bind that organization and to manage the corporate records you place in the Service. If you do not agree, do not use Corpbook.

Corpbook is intended for business and organizational use by Canadian incorporated companies, societies, professional advisors, and similar users. You must be at least 18 years old and legally capable of entering into this agreement.

2. The Service

Corpbook is a corporate-records and compliance software service. It helps users maintain company profiles, registers, minute-book documents, transparency or significant-control records, reminders, permissions, audit logs, document uploads, and related workflows.

Corpbook is not a law firm, does not practise law, and does not provide legal, tax, accounting, securities, corporate-secretarial, or other professional advice. Any templates, reminders, checks, registers, questionnaires, or document outputs are software outputs and general information only. They are not a substitute for review by a qualified lawyer or other professional who understands your facts, jurisdiction, governing documents, and current law.

Corpbook does not currently represent that it files transparency-register, annual-return, corporate-change, tax, securities, or other government submissions automatically. Where the Service helps organize information for a filing or production request, you remain responsible for confirming the filing channel, required content, timing, signatures, fees, and acceptance by the relevant authority.

3. Accounts and Security

You must provide accurate account and company information, keep it current, and protect your credentials, multi-factor authentication devices, API keys, and authorized user access. You are responsible for all activity under your account, including activity by invited users, advisors, employees, agents, and API keys that you create or permit.

You must promptly notify us at info@cordilleralabs.ca if you believe an account, password, session, API key, device, or invited-user access has been compromised. We may suspend sessions, API keys, accounts, or company access where we reasonably believe this is necessary to protect the Service, users, records, or legal compliance.

4. Customer Data and Permissions

“Customer Data” means information, records, documents, files, text, register data, personal information, company information, and other content submitted to or created in Corpbook by or for you. As between you and Cordillera, you retain ownership of Customer Data. You grant Cordillera a limited, non-exclusive licence to host, store, copy, transmit, process, display, format, back up, secure, troubleshoot, and otherwise use Customer Data as necessary to provide, maintain, support, secure, and improve the Service and to comply with law.

You represent that you have all rights, permissions, notices, and consents needed to submit Customer Data to Corpbook, including personal information about directors, officers, shareholders, members, beneficial owners, significant individuals, advisors, employees, and invitees.

5. Sensitive and Regulated Records

Corporate records can contain sensitive personal information, including names, dates of birth, home or service addresses, citizenship or residency information, share ownership, control details, email addresses, and document contents. Except for any narrow sensitive-field workflow that is expressly enabled for specific identifiers, Corpbook stores and processes Customer Data as operational application data that the Service must be able to read to display, validate, search, generate records, send notices, enforce permissions, troubleshoot, and support the product.

You must not use Corpbook as your only source of legal, tax, securities, or compliance judgment. You are responsible for confirming whether a person is a director, officer, shareholder, member, beneficial owner, or significant individual; whether a transaction is valid; whether a deadline applies; and whether a government authority, shareholder, director, accountant, lawyer, lender, investor, or buyer will accept any record.

6. Acceptable Use

You must not, and must not permit anyone else to:

• use Corpbook for a company or record you are not authorized to manage;
• submit unlawful, fraudulent, infringing, malicious, or deceptive content;
• circumvent authentication, authorization, rate limits, security controls, billing controls, or audit logging;
• probe, scan, stress, reverse engineer, or interfere with the Service except as expressly authorized in writing;
• upload malware or content designed to exploit file parsing, email, storage, or browser behaviour;
• resell, sublicense, or provide service-bureau access except under a written agreement with us;
• use Corpbook to make automated legal, tax, lending, employment, insurance, immigration, or government decisions about individuals.

7. Payments, Subscriptions, Taxes, and Cancellation

Paid plans are billed through Stripe. Stripe may collect and process card, billing, tax, invoice, and payment-method information under its own terms and privacy notices. Corpbook stores subscription status and related Stripe identifiers, but does not store full card numbers or card security codes.

Unless a written order form says otherwise, subscriptions renew automatically for the selected billing period until cancelled. You authorize us and Stripe to charge applicable fees, taxes, and renewal charges using your selected payment method. You are responsible for taxes, duties, levies, and similar charges other than taxes based on our net income.

You may cancel through the billing portal or by contacting us. Cancellation takes effect at the end of the then-current billing period unless the Service or a written order form states otherwise. Fees are non-refundable except where required by law, where Stripe or a card network requires a refund, or where we agree in writing. If payment fails or is disputed, we may suspend or restrict paid features after reasonable operational steps.

8. Availability, Changes, and No SLA

We aim to provide a reliable Service, but we do not offer any service-level agreement, uptime guarantee, data-recovery guarantee, response-time guarantee, support guarantee, or error-free operation unless a separate written agreement says so. We may modify, suspend, discontinue, or limit features as needed for security, maintenance, legal compliance, product development, or business reasons.

9. Deletion and Retention

You should keep your own legally sufficient records and backups. Corpbook is a system for managing records, not a guarantee that a deleted, corrupted, incorrectly entered, or overwritten record can be restored.

Deleting a company is intended to remove the company’s records and associated documents, with removal of stored files performed on a best-effort basis. Some records may remain where deletion is not immediate or is legally, operationally, or security-wise inappropriate, including audit logs, security records, payment records, invoices, backups, support communications, and records needed to enforce these Terms or comply with law. The Privacy Policy describes additional retention practices.

10. Disclaimers

To the maximum extent permitted by law, Corpbook and all outputs, content, templates, reminders, validations, integrations, APIs, files, and support are provided “as is” and “as available”, without warranties, conditions, representations, or guarantees of any kind, whether express, implied, statutory, or collateral. We disclaim all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, quiet enjoyment, availability, security, and error-free operation.

We do not warrant that Corpbook will detect every compliance issue, produce a legally valid record, prevent missed deadlines, satisfy a regulator, court, tax authority, registry, shareholder, buyer, lender, investor, or lawyer, or protect against every unauthorized access, data loss, or security incident.

11. Limitation of Liability

To the maximum extent permitted by law, Cordillera and its directors, officers, employees, contractors, suppliers, affiliates, and agents will not be liable for indirect, incidental, special, consequential, exemplary, aggravated, punitive, reliance, or loss-of-profit damages; loss of revenue, business, goodwill, opportunity, bargain, use, data, or records; regulatory penalties; professional fees; failed financing, sale, diligence, filing, or transaction outcomes; or the cost of substitute services, even if advised of the possibility of those damages.

To the maximum extent permitted by law, our total aggregate liability for all claims relating to the Service or these Terms is limited to the greater of: (a) the fees you paid to Cordillera for Corpbook in the 12 months before the event giving rise to liability; and (b) CAD $100. Multiple claims do not expand this limit.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or wilful misconduct. Some laws do not allow certain limitations; in that case, the limits apply only to the fullest extent permitted.

12. Indemnity

You will defend, indemnify, and hold harmless Cordillera and its directors, officers, employees, contractors, suppliers, affiliates, and agents from claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees) arising from: your Customer Data; your use of Corpbook; your breach of these Terms; your violation of law; your failure to obtain required authority, notices, or consents; or a dispute between you and any company, director, officer, shareholder, member, beneficial owner, significant individual, advisor, employee, contractor, customer, vendor, regulator, government authority, investor, lender, buyer, or other third party.

13. Suspension and Termination

You may stop using Corpbook at any time. We may suspend or terminate access if you breach these Terms, create risk for the Service or others, fail to pay, use the Service unlawfully, compromise security, or where suspension is needed to comply with law or a third-party provider requirement. We will use reasonable efforts to provide notice where practical, but may act without prior notice where necessary for security, legal, or operational reasons.

Sections that by their nature should survive termination survive, including payment obligations, Customer Data licence for retained records, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and dispute terms.

14. Changes to These Terms

We may update these Terms from time to time. For material changes, we will use reasonable efforts to provide advance notice, such as by email, in-product notice, or posting an updated version. Continued use after the effective date of an updated version means you accept the updated Terms. If you do not agree, you must stop using Corpbook before the updated Terms take effect.

15. Governing Law and Courts

These Terms and any dispute relating to them or the Service are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law rules. Subject to any mandatory rights that cannot be waived, the courts of British Columbia have exclusive jurisdiction. Nothing prevents either party from seeking injunctive or equitable relief for misuse of data, security incidents, confidentiality breaches, or intellectual-property misuse.

If mandatory consumer, employment, privacy, small-claims, or other laws give you rights or forums that cannot be waived, these Terms do not take those rights away.

16. Contact

Questions about these Terms may be sent to Cordillera Labs Ltd., British Columbia, Canada, at info@cordilleralabs.ca.