Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and the organization you represent ("Customer", "you") and Motheo Inc. ("Motheo", "we", "us"), a company incorporated in the Province of Ontario, Canada, with offices at 375 University Avenue, Unit 102-1113, Toronto, ON M5G 2J5.

These Terms govern your use of the Motheo website (the "Site") and the Motheo platform, including its modules, APIs, and related services (the "Platform"). By using the Site, submitting a demonstration request, creating an account, or accessing the Platform, you accept these Terms. If you do not accept them, do not use the Site or the Platform.

1. Use of the Site

You may browse the Site and submit a demonstration request. Information on the Site is provided for general information about Motheo and does not constitute legal, tax, accounting, or professional advice. Screenshots, sample records, and demonstration data shown on the Site are illustrative.

2. Access to the Platform

Access to the Platform is provided by subscription. There is no self-serve checkout: subscriptions are arranged directly with us, and pricing, seat counts, module entitlements, and term are set out in the order or agreement we sign with your organization. Where an order or master agreement conflicts with these Terms, that document governs.

Subject to your compliance with these Terms and payment of applicable fees, Motheo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for your internal business purposes during the subscription term.

3. Accounts, Users, and Roles

You are responsible for your credentials and for all activity under your accounts. Roles and permissions determine what each user can see and approve, and they are administered through the Platform. You will keep credentials confidential, ensure each named user has their own account, and notify us promptly if you suspect unauthorized access.

4. Fees, Invoicing, and Taxes

Fees are invoiced as set out in your order, in Canadian dollars unless stated otherwise, and are exclusive of applicable taxes including HST and GST, which are your responsibility. Invoices are payable on the terms stated on the invoice. Fees already paid are non-refundable except where required by law or expressly stated in your order. Overdue amounts may result in suspension of access after notice. Fees may change on renewal with prior written notice.

5. Acceptable Use

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

• Copy, modify, reverse engineer, decompile, or create derivative works of the Platform
• Resell, sublicense, or make the Platform available to third parties, except to your own clients as the Platform is designed to allow
• Use the Platform to build or benchmark a competing product
• Upload malware, or content that is unlawful, infringing, or harmful
• Attempt to gain unauthorized access, defeat security controls, exceed usage limits, or interfere with the operation of the Platform for other customers
• Use the Platform in violation of applicable law or professional obligations

6. Customer Data

As between the parties, you own the data, documents, and records you and your users put into the Platform ("Customer Data"). You grant us a limited right to host, process, transmit, and back up Customer Data solely to provide, secure, and support the Platform.

You represent that you have the rights and consents necessary to place Customer Data in the Platform, including any personal information belonging to your own clients. Our handling of personal information is governed by the Motheo Privacy Policy, which forms part of these Terms.

7. Audit Records and Evidence

The Platform creates activity records, including approvals, status changes, uploads, and timestamps, intended to support your internal governance and external audits. You are responsible for reviewing those records and for the accuracy of the information your users enter. Motheo does not certify, audit, or attest to your compliance, and the presence of a record in the Platform is not a professional opinion.

8. Third-Party Integrations

The Platform can connect to third-party services such as accounting software, calendars, and document storage. Those services are governed by their own terms and privacy practices, and we are not responsible for them. Enabling an integration authorizes us to exchange data with it on your behalf. If a third party changes or discontinues its service, related Platform functionality may change.

9. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors who need it and are bound by comparable obligations. This section does not limit disclosures required by law, made after notice where notice is lawful.

10. Intellectual Property

Motheo and its licensors retain all right, title, and interest in the Platform, the Site, and all software, designs, documentation, and trademarks, including the Motheo name and logo. No rights are granted except as expressly stated in these Terms. If you send us feedback or suggestions, we may use them without obligation to you, and you retain no rights in any resulting feature.

11. Availability, Changes, and Support

We use commercially reasonable efforts to keep the Platform available, subject to scheduled maintenance, updates, and events beyond our control. Support levels, if any, are as described in your order. We may add, change, or remove features, and will avoid changes that materially reduce core functionality during a paid term without notice.

12. Warranties and Disclaimer

THE SITE AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTHEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Motheo does not provide legal, tax, accounting, or audit services through the Platform.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOST OR CORRUPTED DATA. MOTHEO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO MOTHEO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot be limited under applicable law.

14. Indemnification

You will defend and indemnify Motheo against third-party claims arising from Customer Data, your use of the Platform in breach of these Terms, or your violation of law or third-party rights. We will defend and indemnify you against third-party claims that the Platform, used as permitted, infringes a Canadian intellectual property right, and we may modify or replace the affected functionality to resolve such a claim.

15. Suspension and Termination

We may suspend or terminate access for material breach, including non-payment, or for unlawful use or activity that threatens the security of the Platform. Where practical, we will give notice and an opportunity to cure. You may terminate as set out in your order.

On termination, your right to access the Platform ends. We will make Customer Data available for export for a limited period, after which it may be deleted in accordance with the Privacy Policy, your agreement, and applicable law. Sections that by their nature should survive, including confidentiality, intellectual property, disclaimers, limitation of liability, and indemnification, survive termination.

16. Changes to These Terms

We may update these Terms. The version and "Last Updated" date above track revisions. Where a change is material, we will notify account holders before it takes effect, and continued use after the effective date constitutes acceptance.

17. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws rules. The courts located in Toronto, Ontario have exclusive jurisdiction, subject to any mandatory consumer protections that apply to you. Before filing a claim, each party agrees to raise the issue in writing and allow 30 days for a good faith resolution.

18. General

These Terms, together with your order and the Privacy Policy, are the entire agreement between the parties on this subject. If a provision is found unenforceable, the rest remains in effect. Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets. Failure to enforce a provision is not a waiver of it. Neither party is liable for delay caused by events outside its reasonable control.

19. Contact

Motheo Inc.
1-647-557-0537
375 University Avenue
Unit 102-1113
Toronto, ON M5G 2J5, Canada
legal@motheo.ca

Related: Privacy Policy, Cookie Policy