Tax Foresight and Employment Foresight Terms of Use

Last Updated: July 28, 2016

The following terms of use (the "Terms of Use") govern your use of: (a) the website located at bluejlegal.com (the “Blue J Legal Website”); (b) the software, hardware, and systems used by us to host and make available the Services to you; and (c) all other services provided by us, as described on, or provided through, the Blue J Legal Website (collectively, the "Blue J Legal Platform"). These Terms of Use form an agreement between Blue J Legal Inc. ("Blue J Legal", "us", "we", "our") and you. The term "you" refers to the person or entity accessing, visiting, browsing, or otherwise using (“use” or “using” in these Terms of Use will mean any of the foregoing) the Blue J Legal Platform.

BY USING THE BLUE J LEGAL PLATFORM, YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 2. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU MUST NOT USE THE BLUE J LEGAL PLATFORM. IF YOU ARE USING THE BLUE J LEGAL PLATFORM ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF USE.

YOU ACKNOWLEDGE AND AGREE THAT NO LEGAL ADVICE IS PROVIDED BY US OR THE BLUE J LEGAL PLATFORM AND NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US.

YOU WILL NOT PROVIDE OR TRANSMIT TO US OR THE BLUE J LEGAL PLATFORM ANY INFORMATION THAT IDENTIFIES ANY INDIVIDUAL, INCLUDING ANY CLIENTS OR CUSTOMERS OF YOURS.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE GRANTED RIGHTS UNDER THESE TERMS AND CONDITIONS PURSUANT TO THE APPLICABLE BLUE J LEGAL SOFTWARE-AS-A-SERVICE AGREEMENT BETWEEN YOUR EMPLOYER OR OTHER CORPORATE ENTITY AND US, AND ANY CHANGES TO OR TERMINATION OF SUCH SOFTWARE-AS-A-SERVICE AGREEMENT MAY RESULT IN CHANGES TO OR TERMINATION OF THESE TERMS AND CONDITIONS.

1.Permitted Use

The Blue J Legal Platform is provided solely (the “Permitted Use”) to assist you with analyzing fact situations by providing answers based on your responses, along with confidence ratings and supporting materials (the “Services”). Subject to these Terms of Use, you may use the Blue J Legal Platform in accordance with these Terms of Use.

As a condition of your use of the Blue J Legal Platform, you represent, covenant, and warrant that:(a) you have reached the age of majority in your jurisdiction of residence;(b) you possess the legal authority to create a binding legal obligation; (c) you will use the Blue J Legal Platform in accordance with these Terms of Use; and(d) all information supplied by you to us or through the Blue J Legal Platform is true, accurate, current and complete.

We retain the right, at our sole discretion, to deny you use of the Blue J Legal Platform, at any time and for any reason, including, but not limited to, your violation of these Terms of Use.

2. Changes to these Terms of Use and Blue J Legal Platform

Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued access to or use of the Blue J Legal Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly. We reserve the right to change any questions and questionnaires, information, material or content contained on or provided through the Blue J Legal Platform (the "Content") at any time, and from time to time, without notice.

3. License Grant to Data You Upload To Us

Subject to these Terms of Use, you grant to us a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that you load, transmit to or enter into the Blue J Legal Platform or otherwise provide to us, including: (a) all results from processing such data, information, records and files; and (b) all compilations, and derivative works of such data, information, records and files, in each case, for the purposes of: (i) providing the Services; (ii) complying with applicable law; (iii) our reasonable audit and data retention policies; or (iv) to improve the Blue J Legal Platform.

4. User Account

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Blue J Legal Platform and be issued with a username and password login credentials by Blue J Legal (“User ID”) in order to use the Blue J Legal Platform. If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Blue J Legal Platform, or your account details.

5. Term and Termination

These Terms of Use will commence on the day you first use the Blue J Legal Platform and will continue into force until terminated by either party (the “Term”). Either party may terminate these Terms of Use as follows: (a) we may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Blue J Legal Platform; (b) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Blue J Legal Platform) that your User Account be deleted, ceasing use of the Blue J Legal Platform.

6. Ownership

The Blue J Platform and the Content, including (without limitation) all designs, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Blue J Legal Platform, are owned or licensed by us and are protected by copyright, trade-mark and other intellectual property laws.

We expressly reserve all rights in the Blue J Legal Platform, the Content, and all materials provided by us to you in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Blue J Legal Platform, the Content, and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with us (or our third party suppliers, if applicable), and that the Blue J Legal Platform, the Content, and all other materials provided by us hereunder are licensed and not “sold” to you.

All contents of the Blue J Legal Website is: © 2016 Blue J Legal Inc.

7. Privacy Policy

Please click here to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

8. No Unlawful or Prohibited Use

You will not, without our prior written permission, use the Blue J Legal Platform or the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not (and will not attempt to), and will not permit anyone else to (or attempt to): (a) “frame”, “mirror”, “deep-link” or otherwise incorporate the Blue J Legal Platform or the Content or any part thereof on any website; (b) access, monitor or copy any part of the Blue J Legal Platform or the Content using any robot, spider, scraper or other automated means; (c) violate the restrictions in any robot exclusion headers on the Content or the Blue J Legal Platform or bypass or circumvent other measures employed to prevent or limit access to the Blue J Legal Platform; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Blue J Legal Platform; (e) use the Blue J Legal Platform or Content as part of any service for sharing, lending or multi-person use; (f) circumvent, disable or defeat any of the security features or components, such as encryption functionality, that protect the Blue J Legal Platform; (g) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Blue J Legal Platform or the Content; (h) create derivative works based on the Blue J Legal Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Blue J Legal Platform or the Content; (i) use the Blue J Legal Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; (j) upload to or transmit through the Blue J Legal Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by us in our sole discretion; or (k) except as expressly permitted and enabled by the Blue J Legal Platform, save, download, archive, or otherwise copy any Content (including, without limitation, any classifying questions or questionnaires available on the Blue J Legal Platform).

9. Third Party Websites

The Blue J Legal Platform may provide links to third party websites. We do not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under our control, and if you choose to access any such website, you do so entirely at your own risk.

10. Viruses

The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the Blue J Legal Platform or the Content are compatible with your computer system or that the Blue J Legal Platform or the Content, or any links from the Blue J Legal Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Blue J Legal Platform.

11. Communications Not Confidential

We do not guarantee the confidentiality of any communications made by you through the Blue J Legal Platform. You understand, agree and acknowledge that we cannot and do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Blue J Legal Platform.

12. Legal Advice Disclaimer

YOU ACKNOWLEDGE AND UNDERSTAND THAT THE BLUE J LEGAL PLATFORM AND THE SERVICES ARE NOT DESIGNED OR INTENDED TO BE A SUBSTITUTE FOR LEGAL ADVICE AND SHOULD NOT BE USED AS A REPLACEMENT OR SUBSTITUTE FOR LEGAL ADVICE.

THE BLUE J LEGAL PLATFORM DOES NOT PROVIDE LEGAL ADVICE AND IS NOT INTENDED TO SUBSTITUTE THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGEMENT OF A LAWYER. NO SOLICITOR-CLIENT RELATIONSHIP IS FORMED BETWEEN YOU AND US.

13. DISCLAIMER AND LIMITATION OF LIABILITY

THE BLUE J LEGAL PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE BLUE J LEGAL PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTIBLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE BLUE J LEGAL PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF USE, INCLUDING THE USE OF, OR THE INABILITY TO MAKE USE OF, THE BLUE J LEGAL PLATFORM OR THE CONTENT.

WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE BLUE J LEGAL PLATFORM OR THE CONTENT EXCEED TEN CANADIAN DOLLARS ($10) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

14. Indemnification

You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other] costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:

(a) your breach of any of any provision of these Terms of Use or any documents referenced herein;

(b) your violation of any law or the rights of a third party (including, without limitation, intellectual property rights); or

(c) your use of the Blue J Legal Platform (including, without limitation, your use of the Blue J Legal Platform in connection with any legal activities).

15. Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Blue J Legal Platform or the Content, notwithstanding your domicile, residency or physical location. You will only use the Blue J Legal Platform and the Content in jurisdictions where the Blue J Legal Platform and the Content may lawfully be used and, except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Blue J Legal Platform or the Content.

16. Entire Agreement, Waiver and Severability; Other Provisions

These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Blue J Legal Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.