Willful's Terms of Service

Thank you for deciding to use Willful (the “Services”, “Willful”, “we”, “us” or “our”), a service provided by Final Blueprint Inc. (“FB”), located at 488 Wellington St. W Suite 204 Toronto, ON M5V 1E9 and at 1-888-213-0516. We have prepared the following so that you (“you”, “your” or “End User”) understand the uses and limitations of our Services. Please read the following terms and conditions (the “Terms”) carefully, as they contain important information regarding your use of the Services. These Terms affect your legal rights and obligations. By accessing or using the Services, you acknowledge that you have read, understand and agree to be bound by these Terms. By agreeing to these Terms, which is a pre-condition of your subscription to the Services, you are confirming your acceptance of the Terms. If you do not agree to these terms, then you are not permitted to use the Site or Services. 

1. Modification of the Services and terms of use

We reserve the right to add, remove, modify, discontinue or otherwise change our website [https://www.willful.co/] (the “Site) or Services or to modify these Terms, at any time and without prior notice or with such notice to you. If we modify these Terms, we will post the modification on the Site. The date of most recent revision shall be noted at the beginning of these Terms. Changes are effective when such changes, modifications, additions or deletions are posted to the Site. It is your sole responsibility to periodically review the Terms as posted on the Site. Your continued use of or access to the Site following the posting of any changes constitutes your acceptance of those changes.

YOU AGREE THAT BY USING THE SERVICES YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR PROVINCE OR TERRITORY OF RESIDENCE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.

2. We are not a law firm and do not provide legal advice

We offer an online will service called Willful through the website located at willful.co (the “Site”). Willful is not a law firm. The information we provide is for your own private use and does not constitute formal legal advice in any circumstance. Legal advice can only be provided by a qualified lawyer licensed to practice law in your jurisdiction. Our basic service (the “Basic Service”) allows the End User to create a will online using self-service “fill in the blank” forms and Power of Attorney documents online (the “Materials”). If your matter is too complex to be addressed by our Services, you may need to consult a licensed lawyer to receive legal advice and you should not use our Services.

We may also provide additional services that you may elect to purchase, such as a subscription to store and make changes to your Materials or a premium subscription with access to additional features (the “Optional Services”). The details of these Optional Services will be disclosed on the Site. The Basic Service may also include the ability to store and make changes to your Materials depending on the particulars of your package. The Basic Service and any Optional Services are referred to collectively as the “Service” or the “Services”.

Since Willful is not a law firm and does not provide legal advice, any communications between you and Willful may not be protected by legal privilege. Your use of the Services does not create a lawyer-client relationship between you and Willful.

We provide online tools to assist you with the preparation, execution and storage of your Materials and related information. We strive to keep our tools current and up-to-date; however due to rapidly changing laws, our tools are not guaranteed to be correct, complete or up-to-date and may be subject to interpretation by different courts. The law is a personal matter, and no general information or legal tool like the kind we provide can fit every circumstance. We do not review the Materials for accuracy or legal sufficiency, draw legal conclusions or apply the law to the facts of your particular situation.

In the event an error in your Materials is caused exclusively by Willful, Willful will use best efforts to correct the error at no additional cost to you. 

You acknowledge that Willful does not independently evaluate, investigate, or otherwise conduct any due diligence regarding any data you provide to Willful and has no liability to you for any damage or loss concerning the accuracy of your data. Your data is your responsibility.  

3. Payment for Service

Fees for the Basic Service, in the amount as stated on the Site and any applicable taxes (hereinafter referred to as “Basic Service Fees”), will be processed at the time you check out. Once payment is processed, you will be able to view, download or email the Materials. We may change the Basic Service Fees at any time and from time to time without prior notice or with such notice as required by applicable law.

Payment processing services for the Basic Service are provided by Stripe and are subject to the Stripe Services Agreement, available here. By agreeing to these terms or continuing to operate as a customer on Willful, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of using payment processing services through Stripe, you agree to provide accurate and complete information, and you authorize us to share this information and transaction information related to your use of the payment processing services provided by Stripe.

Fees for any Optional Service, in the amount as stated on the Site and any applicable taxes (hereinafter referred to as “Optional Service Fees”), will be processed at the time you checkout and will be subsequently charged as disclosed on the Site. We may change the Optional Service Fees at any time and from time to time without prior notice or with such notice as required by applicable law.

Payment processing services for Optional Services maybe provided by a payment service provider as disclosed on the Site and will be subject to the service agreement of that payment processor. By agreeing to these terms or continuing to operate as a customer on Willful, you agree to be bound by the service agreement of that payment processor, as the same may be modified by that payment processor from time to time. As a condition of using payment processing services through such payment processor, you agree to provide accurate and complete information, and you authorize us to share this information and transaction information related to your use of the payment processing services provided by such payment processor.

You may notify us of your intent to cancel any Optional Service at any time and your cancellation will become effective at the end of your current billing period or as soon as possible at your option. you will not receive a refund for the remainder of the term. Although we do not normally provide refunds or credits for the Basic Service or any Optional Services, we do reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

4. Keeping your data current

Notifications to the End User will be emailed to the email address you provide to us. We will use the most recent data that you provide to us. Failure to update contact details may result in inability to effectively notify Users or may result in sending notifications to an out-of-date party.

5. Liability

(a) We shall not be liable to you, or any third party, for any losses, damages, charges or costs arising from (a) any input errors caused by you; (b) omissions in the data you provide us; or (c) content you publish to the Site. 

(b) To the fullest extent permitted under applicable law, under no circumstance will we be liable to you, or any third party, for (i) direct damages in an amount that exceeds the total amount previously paid by you to us in the 12 month period preceding the event from which the liability arose, if you or the third party (as applicable) are located outside of the Province of Ontario; (ii) direct damages in an amount that exceeds $2,500 in the aggregate, if you or the third party (as applicable) are located inside of the Province of Ontario; and (iii) any indirect, special, incidental, consequential, punitive or exemplary damages whether based in contract, tort, negligence or any other legal basis, arising out of or in connection with the Site or Services; provided, however this limitation of liability shall not apply to any fraud, criminal misconduct, wilful misconduct, gross negligence or malicious or dishonest acts or omissions.

(c) Subject to the limitations and exclusions of liability in (a) and (b) above, in the event of a data breach of our systems arising from our negligent act or omission in which your personal information has been disclosed to a third party, we will provide you with reasonable identity theft protection services on terms and conditions determined by us in our sole discretion. 

(d) You acknowledge that the forgoing limitations and exclusions of liability are reasonable in the commercial circumstances contemplated in these Terms and that we have relied on such limitations and exclusions in entering into these Terms.

6.  Intellectual property rights

The Site, Services and Materials (defined below), including all content, is the exclusive property of FB and is protected by Canadian and worldwide copyright and trademark laws. FB retains all rights in the Services, including, without limitation, software, images, texts, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music or any user content. By using the Site and Services, you agree to comply with copyright and trademark laws worldwide. you may not modify the content, or reproduce, display, distribute, lease, sell, create derivative works based (in whole or in part) on all or any part of the Service or any materials made available through the Service or otherwise use any of the material in any way for public or commercial use unless expressly authorized in writing by Final Blueprint Inc. you may not copy, imitate or use in any manner any text, graphics, images, button icons, company name or logo contained on the Website unless expressly authorized to do so by us.

Willful is a software program that you can access through a personal account via a password protected website. Except as permitted by law, you may not use this software for any purpose, other than those set out within these Terms. you may not attempt to decipher, decompile, disassemble or reverse engineer any of the components of this software, in whole or in part.

7.  Grant of limited license

Subject to your compliance with these Terms, Willful grants you a limited, revocable, non-exclusive and non-transferable license to (a) keep for your own personal use electronic or physical copies of the documents you create from your use of the Services such as wills and powers of attorney (collectively, the “Materials”); and (b) use the Services as designed and as set forth in these Terms. We reserve all rights not expressly granted herein in the Services and the Materials. 

Subject to the other provisions of these Terms, we grant you permission to download, view, copy and print the Materials on any single, stand-alone computer or device solely for your personal, informational, non-commercial use. You agree that you will not download, view, copy, print, or replicate any Materials other than for signing and witnessing the Materials. This permission terminates automatically without notice if you breach any of these Terms. On any such termination, you agree to immediately destroy the Materials in your possession and to cease using the Service. Any unauthorized use of the Materials or Services may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes.

8. Law Society of Ontario Disclosures

The following disclosures apply to you in the event you are receiving Services related to or arising from the Law Society of Ontario’s (“LSO”) Access to Information project:

1. Willful is an approved participant in the LSO’s Access to Innovation project. More information about the Access to Innovation project is available online: https://lso.ca/about-lso/access-to-innovation 

2. The LSO has approved Willful to help Ontario residents create wills and power of attorney documents through its online platform. The LSO is monitoring these services.

3. There are important limitations that apply to Willful’s services and the LSO’s approval:

• The LSO has not certified or endorsed the effectiveness of Willful’s services.
• The LSO shall not be responsible or liable to you for any matters arising from the advertising, provision, or non-suitability of Willful’s services, or for any other quality or service issue, failure, or liability of Willful or its services. 
• Willful is not a law firm. Willful is a business owned and operated by people who are not lawyers or paralegals licensed and regulated by the LSO.
• Willful’s services are not provided by an LSO-licensed lawyer or paralegal.
• Because Willful is not a law firm and the Services are not provided by an LSO-licensed lawyer or paralegal, some of the protections that apply to legal services provided by LSO-licensed lawyers and paralegals may be different or may not be available for the services you receive from Willful, including:

• Any communications with or information provided to Willful may not be subject to solicitor-client privilege;
• Willful may be required under law to disclose information provided to it by you, including to authorities or third parties;
• Another party involved in your legal matter may be using the same services provided by Willful;
• Willful carries liability insurance, including coverage for errors and omissions made by Willful, but this insurance coverage differs from that required of LSO-licensed lawyers and paralegals; and
• There is no statutory complaints process through the LSO available for Willful’s services.
• Willful may be required to disclose de-identified customer information to the LSO as part of the LSO’s monitoring of our services. Information about you will ordinarily be disclosed to the LSO on a de-identified and aggregated basis.  Willful is committed to protecting your personal information, and any identifiable personal information will not be shared without your express consent. There may be circumstances where the LSO requires us to contact you on its behalf to request permission to share identifiable personal information about you with the LSO, for the purpose of monitoring our services. In those circumstances, you agree that Willful is authorized to contact you for that purpose.

4. To make a complaint about your experience with Willful, please contact Willful at the email address set forth at the bottom of these Terms.

9. Protection of Site

You may not use the Site in any manner that could damage, disable, overburden or impair it or its application in any way. you may not upload, post or otherwise transmit any materials on this Website that would negatively impact the functioning of this Website, including but not limited to, computer viruses, Trojan horses, worms or other harmful, disruptive or destructive files or computer programs. you may not use any process or program to monitor, copy, summarize or otherwise extract information from the Service. Violations of system and network security may result in civil or criminal liability.

To the fullest extent permitted by applicable law, should We deem you, in our sole discretion, to be in breach of paragraph 9, We will terminate your use of the Service indefinitely, with no financial liability or recourse to you.

We will use best efforts to implement measures to avoid and eliminate all viruses/ harmful mechanisms.

10.  Registration and password

When you create an account with Willful, your email address and other personal information is required upon your registration. The information you input must be your own and you may not use another person's personal information to access the Service. you may not register an email address which you do not own or for which you do not have the express permission of the owner to use.

When you create an account with Willful, you are required to provide a password. you may not share your password with any third party for any unauthorized or unlawful purpose or use. you agree to immediately notify us of any unauthorized uses made on your Willful account. We bear no responsibility or liability whatsoever, for any harm or injury that may arise from a third-party gaining access to your password, for any reason.

You may change your password as frequently as you deem necessary. you are solely liable and responsible for any loss, damage, harm or other injury which may arise from the unauthorized use of your username and/or password by a third party. We do not limit the number of times you may change your password. We strongly recommend that you change your password periodically. We also strongly recommend that you use a strong password (e.g. choosing a password of appropriate length, include capital and lower-case letters, numbers, punctuation marks) and that this password for your Willful account is unique and not one that you use for other services. The onus to change your password and to protect the confidentiality of your password rests solely on you.

11.  Physical device security

Your Willful account may be accessed via the Site, through a desktop, a smartphone or tablet (your “Device”). you are solely responsible for safeguarding your Device and any access to that Device. The responsibility to keep your account secure from unwanted individuals rests solely with you. We assume no responsibility or liability for any account access through any unauthorized access through a Device.

12.  Privacy

Personal information that we collect in connection with your use of the Service will be handled in accordance with our privacy policy (“Privacy Policy”). If you have any questions about our Privacy Policy, you may contact us at support@willful.co.

By subscribing to the Service, the End User acknowledges and consents to us using the information collected from the End User in accordance with the Privacy Policy.

The Materials are intended for your use. An enforceable will or Power of Attorney must be created by the individual to whom it relates. You cannot create a will or Power of Attorney on someone’s else’s behalf. If you sign up for an account with Willful, it is because you want to generate Materials for yourself. We do not endorse the views or wishes expressed in the wills nor do we take any responsibility for any actions taken as a result of the expressed wishes.

We will share your personal information with any law enforcement or government agency should we be required to do so by law.

13.  Limitations on use

You agree and acknowledge that you will use the Service only for its stated purposes and in a lawful manner. you agree that you will not use Willful in any manner whatsoever, or for any purpose whatsoever, that is harmful to you or to others, or which could be construed as harassment, intimidation or a violation of the privacy rights of others.

14.  Links to third-party sites

The Site may contain links to third party resources and businesses on the Internet, called here "links" or "Linked Sites." Those links are provided for your convenience to help you identify and locate other Internet resources that may be of interest to you. We do not sponsor and are not legally associated with any third party "linked sites." We are not legally authorized to use any trade name, registered trademark, logo, official seal or copyrighted material that may appear in the link.

We do not control, endorse or monitor the contents of any Linked Site. That includes, without limitation, any further link contained in a Linked Site, and any changes or updates to a Linked Site. We are not responsible for webcasting or for any other form of transmission received from any Linked Site. These Terms do not cover your interaction with Linked Sites. you should carefully review the terms and conditions and privacy policies of any third-party sites.

If you use any service provided on a Linked Site, (a) We will not be responsible for any act or omission of the third party, including the third party's access to or use of your customer data and (b) We do not warrant or support any service provided by the third party.

15.  No warranties

You specifically acknowledge and agree that your use of the Service is at your own risk and that the Site and the Service are provided on an “as is”, “as available” and “with all faults” basis. FB, its officers, directors, employees, and agents disclaim to the maximum extent permitted by applicable law all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

FB and its officers, directors, employees, and agents make no representations or warranties about (i) the accuracy, completeness, or content of the Site and Service, (ii) the accuracy, completeness, or content of any sites linked (through hyperlinks, banner advertising or otherwise) to the Service, and/or (iii) the Service found at the Site or any sites linked (through hyperlinks, banner advertising or otherwise) to the Site, and We assume no liability or responsibility for same. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY FB, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTRE OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THE SITE OR THE SERVICE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

The foregoing disclaimer of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of the Site or the Service.

16.  Governing law

These Terms shall be governed by and interpreted in accordance with the laws of the province in which you reside and the federal laws of Canada applicable therein. In the event of a dispute, you agree that the courts in the province where you reside are competent to hear such dispute and you agree to be bound by any judgment of that court.

17.  General

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Willful.

Neither Willful nor you shall be liable to the other for any failure to perform any of its or your obligations under these Terms during any period in which such performance is delayed by circumstances beyond its or your reasonable control, such as fire, flood, war, embargo, strike, epidemic, pandemic, riot, terrorism, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.

If any provision herein is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent.

Headings in these Terms are for convenience of reference only and shall in no way affect interpretation of such Terms.

In the event that any provision of these Terms is deemed to be void or unenforceable in whole or in part, it shall not affect or impair the validity of any other provisions of the Terms.

All provisions contained within these Terms shall constitute the entire agreement. No provision shall be removed without the prior written consent from FB.

Should you not be able to access your account, you will need to contact Willful at support@willful.co for assistance.

18.  Additional Terms for Willful for Professionals

These Additional Terms for Willful for Professionals (“Professional Terms”), in addition to Willful’s Terms of Service (the “General Terms”, and together with the Professional Terms, the “Terms”), apply to you if you subscribe to Willful for Professionals, which provide certain services which allow service providers (including providers of financial planning, advisory, or other services) to offer digital wills as part of client acquisition, engagement, nurturing, and upsell strategies.

Willful for Professionals is intended to be used by service providers for the purposes of servicing their clients (“clients”). By agreeing to the Terms and subscribing to Willful for Professionals, you hereby represent and confirm that you (and the corporation or other entity that you represent or act for, as applicable) have and will maintain all necessary authorizations, permits and licenses under applicable laws (including, where applicable, valid and current licenses from your applicable professional or regulatory body) to provide the services that you offer or provide to third party clients (“Your Services”). If you are agreeing to the Terms on behalf of a corporation or other legal entity that you represent or act on behalf of, then you represent and confirm that you have authority to bind such corporation or entity to these Terms (and “you” and “your” as used in these Terms will include such corporation or entity).

For the purposes of the General Terms and these Professional Terms, the term “Services” will be deemed to include Willful for Professionals. Except as expressly set out in these Professional Terms, the General Terms will apply with respect to your access to and use of the Services. In the event of any conflict or inconsistency between the General Terms and these Professional Terms, these Professional Terms will prevail to the extent of the conflict.

1. Scope of Use and License

Subject to your compliance with the Terms, we will make the Services to you pursuant to these Terms and, where applicable, the relevant documentation for the Willful for Professionals as set out on the Site at https://www.willful.co/professionals/advisors (the “Service Description”). The features and functionalities made available to you will depend on your subscription tier, as described in the Service Description. We reserve the right to modify and update the Service Description and the Services from time to time, including to remove or discontinue any service or functionality; provided that, in the event that we remove or discontinue a material service or functionality of Willful for Professionals that was included in your subscription, then, at your request, we will provide to you a refund of fees that you have pre-paid (but not used) for such removed or discontinued services or functionality.

Notwithstanding the first paragraph of Section 7 (Grant of Limited License) of the General Terms, and subject to your compliance with these Terms, Willful grants you a limited, revocable, non-exclusive and non-transferrable license to use the Services (as designed and as set forth in these Terms) and the Materials you create from the use of the Services, solely for your lawful and legitimate business purposes in connection with the provision of your services to your clients.

You will: (a) not provide or sublicense the Services to any third party, or otherwise any permit other person to access or use the Services, including by (i) framing or mirroring any part of the Services, (ii) providing the Services to third parties through a service bureau arrangement or in a time-sharing, application service provider or other similar model to provide the benefit of the use of the Services to any person, or (iii) developing a “white-labelled” version of the Services with your own branding; (b) not, to the maximum extent permitted by applicable law disassemble, decompile, reverse engineer, or otherwise in any manner deconstruct all or any part of the Services; (d) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party rights; (e) use the Services to store or transmit malicious code; (f) interfere with or disrupt the integrity or performance of the Services or data contained therein; (g) not attempt to gain unauthorized access to the Services; (h) access or use the Services in a way that circumvents a contractual usage limit; (i) access the Services in order to build a competing product or service; (j) use the Services only in accordance with applicable documentation and applicable laws and government regulations; and (k) not misrepresent the Services as your own product or service. For the avoidance of doubt, the foregoing will not apply with respect to your referral of your clients to the Site as contemplated in these Professional Terms.

Without limiting the previous paragraph, you acknowledge and agree that we may, from time to time, impose (or modify) reasonable usage limits and restrictions (including with respect to scope of use and data storage) in order to prevent excessive or abusive usage (including any usage that may adversely impact the Services or other users). Usage limits and restrictions may be set out in the Service Description (as may be updated by us from time to time). Without limiting the generality of the foregoing, you expressly agree that: (1) your Account is intended for use solely by you, and you will not share your Account with any third party or permit any third party to access the Services using your Account; (2) any prepaid estate plans made available to you through the Services are designed only for your audience of clients, prospects, or employees, and not for any other third parties; and (3) you will not access or use the Services for the benefit of any person other than you and your clients (for example, you are expressly prohibited from sending invitations to the Services to clients and prospects on any other professionals’ behalf). We reserve the right to monitor and review your access to and use of the Services, and if we determine that you have exceeded any applicable usage limits, or have otherwise engaged in any behaviour or activities that may have any adverse impact to other users, the Services, us, our licensors or service providers, or any third parties, then, without limiting our rights and remedies, we may: (a) request that you cease such usage or behaviour; (b) impose reasonable additional restrictions on your Account; (c) suspend or throttle your use of the Services; or (d) terminate your Account. Without limiting our termination rights under the Terms, we will have the right to suspend your access to and use of the Services if we reasonably determine that you are not fully compliant with these Terms, until you have cured such non-compliance to our reasonable satisfaction.

2. Support Services

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) scheduled downtime of the Services for maintenance and similar purposes; (b) emergency downtime of the Services to address security or other issues; and (c) unavailability caused by circumstances outside of our control, including by any failures of any third party services.

If the Services do not operate in accordance with the applicable Service Description, or there is any operational defect or failure (each, a “Problem”), you may report such Problems to our help desk via email at pro_support@willful.co. Support will be available during support hours of 9:00am through 5:00pm eastern time, Monday through Friday, excluding Canadian and Ontario holidays observed by us (“Support Hours”). After we receive your report of a Problem, we will use commercially reasonable efforts to: (a) acknowledge receive of your report within four Support Hours, and (b) resolve the Problem or provide a workaround as soon as possible (however, we cannot guarantee that all Problems are or will be resolved or correctable).

3. Client Relationship and Compliance

You will remain fully and solely responsible for, and you acknowledge and agree that we will have no liabilities in respect of: (a) your relationship with your clients and any services or information that you may provide to your clients; and (b) any activities you may conduct in relation to or in reliance upon the Services, the Materials, or any data or information you access through the Services; and (c) your compliance with all applicable laws and regulations, and your professional obligations, including in connection with your use of and access to the Services and your provision of services and information to your clients. You expressly acknowledge and agree that the Services do not include or constitute legal or financial advice to you or your clients, and that you will not use it for such purposes or otherwise present any Materials you create using the Services or other information you obtain through the Services to your clients or third parties as legal or financial advice.

The Services is not intended to be used as a repository of any information or relating to your clients, and you are responsible for maintain your own records of such information outside of the Services. We will not have liability arising from your (or your client’s) inability to access any information processed or stored on the Services (including as a result of any termination or suspension of your subscription).

The Services may include functionality that permits or enables you to refer your clients to the Site, and in such cases: (a) your client’s access to the Site will be subject their acceptance of our terms and conditions (including the General Terms); (b) depending on your subscription tier, we may offer your client a discount to their initial subscription fees if they sign up for a subscription using your referral code; (c) we may provide you with the option to pay for your client’s subscription fees (or a portion thereof); (d) any Materials created by your client through the Site will remain with your client, but we may offer functionality through the Site to grant you view-only access to certain Materials belonging to your client, provided that we have your client’s permission to grant you such access (and in such cases we will revoke your access if requested by your client). For the avoidance of doubt, your client’s access to and use of the Services are subject to a separate agreement (which may comprise the General Terms or may include other terms and conditions) directly between us and your client; your client’s rights, remedies and obligations in connection with the Services and the Site are set out solely in that agreement, and these Terms will not apply to your client’s access to or use of the Services.

4. Term and Termination

Your subscription to Willful for Professionals will commence when you subscribe to Willful for Professionals on the Site, and will continue for an initial period of the duration identified on the Site when you subscribed to Willful for Professionals (or if no duration is specifically identified, an initial period of one year) (the “Initial Subscription Term”). After the end of the Initial Subscription Term, your subscription will automatically renew for successive one-year periods (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Term”), unless either you or we notify the other in writing at least 30 days prior to the end of the then-current Initial Subscription Term or Renewal Subscription Term that you or we (as applicable) do not wish to renew the subscription.

We may terminate your subscription for cause by providing notice to you if we determine that you are in breach of any provision of these Terms, including if you fail to pay any fees when due. In addition, we may also terminate your subscription without cause at any time, by providing written notice to you and refunding any pre-paid and unused fees paid by you in respect of the Services.

You may terminate your subscription for cause by providing written notice to us if we breach any material provision of these Terms.

If your subscription is terminated for any reason: (a) your access to and use of the Services will cease (and for greater certainty, we will have no obligation to permit you to access or download any Materials or other data from the Services after termination); and (b) all unpaid fees for the remainder of the then-current Initial Subscription Term or Renewal Subscription Term will immediately become due. Termination of your subscription will not relieve you of any liabilities (including for fees) accrued prior to such termination.

5. Fees

Fees for Willful for Professionals will vary depending on your subscription tier, and, unless otherwise set out on the Site, the applicable fees in the amount as stated on the Site and any applicable taxes (“Willful for Professionals Fees”), will be processed at the time you initially subscribe to Willful for Professionals and thereafter on each anniversary of your initial subscription date. We reserve the right to change the Willful for Professionals Fees applicable in each Renewal Subscription Term by notifying you of such change at any time prior to the applicable Renewal Subscription Term.

Unless otherwise stated on the Site, all Willful for Professionals Fees will be payable (in full) annually in advance and will not be refundable. The payment processing terms for Basic Fees as set out in Section 3 (Payment for Service) of the General Terms will otherwise apply to Willful for Professionals Fees.

During the Term, we may provide you with the option to change your subscription tier; however, in such cases, if the fees for your new subscription tier is lower than the fees for your old subscription tier, you will continue to be obligated to pay the fees applicable to your old subscription tier until the end of the then-current Initial Subscription Term or Renewal Subscription Tier, and you will not be entitled to any refunds for switching to a subscription tier with a lower fee.

6. Data Privacy

Personal information that we collect, use, or disclose in connection with your use of the Service, including on behalf of your client or in connection with your client’s use of the Service, will be handled in accordance with our privacy policy (“Privacy Policy”). If you have any questions about our Privacy Policy, you may contact us at support@willful.co.

You are responsible for your compliance with applicable privacy laws, including for the accuracy and adequacy of any personal information related to your clients and obtaining appropriate consents from your clients, in respect of any Materials you create or access on behalf of your clients using the Services.

7. Risk Management

Without limiting the disclaimer of representation and warranties set out in Section 15 (No Warranties) of the General Terms (which will apply to Willful for Professionals), you expressly acknowledge that we make no representations, warranties, or conditions: (a) as to fitness for any particular purpose (including any purpose relating to your servicing of your clients); or (b) that any actions taken or statements made in reliance on the Services will be in compliance with any applicable laws, regulations, or your professional obligations.

You will, at your sole expense, indemnify, defend and hold harmless us, our affiliates and our and their respective directors, officers, and employees against any and all claims, demands, suits, actions, proceedings, liabilities, damages, losses, costs and expenses, including reasonable legal fees (collectively, “Claims”), arising from or relating to: (a) your access to, use of (including any disclosure or distribution of Materials to third parties), or reliance upon the Services, including, but not limited to, in relation to any services or information provided by you to your clients, or (b) your negligence, gross negligence or willful misconduct; (c) your non-compliance with of any law, regulation, or your professional obligations; (d) any complaints, disputes, demands, or lawsuits involving your clients; or (e) your breach of these Terms.

We and our affiliates, suppliers and contractors and all such person’s officers, directors and personnel (“Willful Parties”) will not be liable to you or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to loss of or damage to data; lost profits or savings or business; business interruption or loss of goodwill or reputational harm) of any kind or nature whatsoever suffered by you or any third party howsoever caused (whether resulting from impaired or lost data, data breaches, software or computer failure, support failure, use of the Services or any other cause).

Our (and all Willful Parties’) liability and obligation to you, in the aggregate, for and in connection with any and all claims, expense, damage, loss, injury, or liability of any kind arising out of or in any connection with this these Terms and the Services, will be limited to the actual direct damages suffered by you and will not exceed the fees actually paid by you in the 12 month period preceding the date of the first event out of which our liability arose. We will not be responsible or liable for any damages or losses arising from or relating to loss or deletion of, or unauthorized disclosure of, or inaccuracy of, or damage or corruption of data (including due to any third party’s acts or omissions).

The limitations and exclusions of liability set out herein shall apply regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, by statute and regardless of the form or cause of action, even if such damages are foreseeable or we have been advised of the possibility of such damages. You agree that the limitations and exclusions contained in this agreement are reasonable based upon the commercial circumstances, and that we would not have entered into the agreement but for your agreement to such limitations and exclusions.

We will not have any liability to your client arising from or relating to these Terms or your access to or use of the Services, our liability (if any) to your clients will be solely governed by the relevant agreement between your client and us relating to their use of our Services.

Paragraphs (b) to (d) of Section 5 (Liability) of the General Terms are superseded by this Section 7 (Risk Management).

This Section 7 (Risk Management) will survive any termination or non-renewal of your subscription.

8. Publicity

You will not make available any Services to your clients as a “co-branded” service, include your branding on the Services or any Materials, or otherwise make any communications to your clients or third parties in any manner that may lead any client or third party to believe or understand that the Services are offered by you (in addition to or instead of us). Subject to the foregoing, you may include our name and branding in informational and marketing materials in order to disclose to your clients and other third parties the use of Willful for Professionals in the provision of your services; provided that: (a) you will comply with our guidelines and instructions relating to your use of or reference to us, our trademarks, or our products and services; and (b) at our request, you will remove or modify any use of or reference to us, our trademarks, or our products and services, which do not comply with our guidelines and requirements.

9. Dispute Resolution and Governing Law

Notwithstanding Section 16 (Governing Law) of the General Terms, these Terms, and any dispute relating to arising from these Terms, will be governed by and construed in accordance with the laws of the province of Ontario without regard to its conflict of laws provisions which might refer such interpretation to the laws of another jurisdiction. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the province of Ontario in respect of all matters and disputes arising hereunder and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

10. Assignment

You may not assign these Terms, or any of your rights or obligations under these Terms, to any third party without our prior written consent, and any assignment in breach of the foregoing will be void. For certainty, you acknowledge and agree that we may, without prior notice to you or your prior approval, assign these Terms (in whole or in part), or any of our rights and obligations under these Terms, to one or more third parties.