In this Agreement “Services” means the provision of Gofile’s web-based software for the preparation and filing of Canadian T2 corporate tax filings.
The Services do not include any professional advice. Gofile is not providing you with any accounting, tax, or other professional services or advice in the capacity of an accountant. You should consult the services of a professional advisor when you need this type of assistance.
Gofile’s software is not intended for complex tax returns and is not intended as a substitute for professional accounting advice. The software maps only limited information to the tax return in a way that fits most corporate filings. It is your responsibility to review the tax return before it is filed to ensure that all necessary fields have been completed. If your tax return is complex, Gofile reserves the right to refuse the Services and may recommend that you utilize the services of a professional advisor instead.
You are solely responsible for the information being entered into the software and Gofile will not be reviewing or checking the information provided by you.
Right to Use the Services
If you choose to use Gofile’s Services then, subject to the terms and conditions of this Agreement, Gofile grants to you a personal, limited, non-transferable, non-exclusive right and licence to access and use the Services solely for the purposes and in accordance with the terms and conditions set out below.
Gofile reserves all rights in and to the Services and its software not expressly granted in this Agreement. Without limiting the generality of the foregoing, the right to access and use the Services granted herein does not include the right to access (a) any underlying components of the software, (b) Gofile’s underlying application engines, (c) other applications or software published by Gofile, or (d) the operating environment within which the software operates.
You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation, or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any third party;
- Reproduce, modify, copy, sell, trade, lease, rent or resell the Services;
- Decompile, disassemble, or reverse engineer the Services; or
- Make the Services available on any file-sharing or application hosting service.
Provided; however, that bookkeepers shall be permitted to utilize the Services on behalf of their own clients, solely for the purpose of completing filings on behalf of those clients.
Payments will be billed to you in Canadian dollars, and your payment mechanism will be debited when you provide your payment information and purchase access to use the Services, unless stated otherwise in the offer, ordering or payment terms on the website for the Services.
You must pay with one of the following:
- A valid credit card acceptable to Gofile; or
- Another payment option Gofile provides to you in writing.
All sales are final, and all orders are non-refundable and cancellation is not permitted, unless your account has been activated and is subsequently terminated by Gofile, in which case a full refund will be provided to you.
Unless otherwise provided, prices are determined at time of print or electronic filing and are subject to change without notice. You should confirm that the pricing for your use of the Services has not changed, particularly if some time has passed between the date you start your tax return and the date you finish and are ready to file or print and pay for it. The price for your use of the Service is established at the time you pay for it.
You are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to your customer information, being all data, information, records, or files that are uploaded or stored on the software by or on behalf of you. Gofile will only use your data as (a) necessary to provide the Services to you; (b) expressly authorized pursuant to the terms of this Agreement; and (c) otherwise authorized by you in writing (each use an “Authorized Use”). You hereby grant to Gofile a limited license to use your customer information for each Authorized Use.
Gofile shall remain the sole and exclusive owner of all right, title and interest in and to all statistical data and information, including information reflecting the access or usage patterns of the software by or on behalf of customers, including any statistical or other analysis, information or data based on or derived from any of the foregoing; provided that such information has been anonymized so as to not identify any particular customer.
Gofile will take reasonable safeguards to prevent the loss or unauthorized disclosure of customer information in connection with the software. YOU ACKNOWLEDGE THAT SECURITY SAFEGUARDS BY THEIR NATURE ARE CAPABLE OF CIRCUMVENTION AND THAT GOFILE DOES NOT AND CANNOT GUARANTEE THAT SUCH CUSTOMER DATA, OR THE SOFTWARE CANNOT BE ACCESSED BY UNAUTHORIZED PERSONS CAPABLE OF OVERCOMING SUCH SAFEGUARDS. GOFILE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY SUCH UNAUTHORIZED ACCESS NOR SHALL ANY SUCH UNAUTHORIZED ACCESS CONSTITUTE A BREACH BY GOFILE OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER.
Gofile will supply you with the means to create a private account for so that you may log into your online account. Accounts are designed for private use and should only be accessed through your own private login information. You are fully responsible for the protection and confidentiality of your account login/access information. You acknowledge and agree that you are responsible for all use of the software as made through your account by any person and for ensuring that all use of your account is for authorized purposes only and complies fully with the provisions of this Agreement. You agree to promptly notify Gofile of any unauthorized use of your account login information or any other breach of security upon becoming aware thereof, assist in preventing any recurrence thereof and otherwise cooperate fully in any proceedings or other actions undertaken to protect the rights of Gofile.
Disclaimer of Warranties
YOUR USE OF THE SERVICES, SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOFILE, ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. GOFILE AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES OR CONDITIONS DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES OR CONDITIONS ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OF A LICENCE TO USE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.
GOFILE, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF GOFILE, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID TO USE THE SPECIFIC VERSION(S) OF THE SOFTWARE YOU ACCESS AND USE UNDER THIS AGREEMENT. SUBJECT TO APPLICABLE LAW, GOFILE, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET GOFILE SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF GOFILE AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF GOFILE, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Gofile and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable legal fees and disbursements on a full indemnity basis, arising out of your use of the Services or breach of this Agreement, including third party claims (collectively referred to as “Claims”). Gofile reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Gofile in the defense of any Claims.
Gofile may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related products or other services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Gofile policy, if you no longer agree to receive electronic communications or if your use of the Services conflicts with Gofile’s interests or those of another user of the Services. Upon Gofile’s notice to you that your use of the Services has been terminated, you must immediately stop using the Services, and any outstanding payments will become due. Any termination of this Agreement shall not affect Gofile’s rights to any payments due to it.
You understand, agree and acknowledge that:
- (a) Use of the Gofile software does not relieve you of responsibility for the preparation, content, accuracy (including computational accuracy), and review of work product generated by you while using the software;
- (b) You will neither inquire nor rely upon Gofile for any tax, accounting, legal or other professional or expert advice of any kind. If legal or other expert assistance is required, the services of a competent professional person should be obtained;
- (c) You will retrieve in a timely manner any electronic communications made available to you by Gofile;
- (d) You are fully and solely responsible for: (a) selection of adequate and appropriate applications to satisfy your business needs and to achieve your intended results; (b) use of the software; (c) all results obtained from the software; (d) selecting, obtaining and maintaining all hardware, software, computer capacity, Internet service, program and system resources and other equipment and utilities needed for access to and use of the software, and for all costs associated therewith; and (e) selection, use of, and results obtained from any other programs, computer equipment or services used with the software;
- (e) Gofile reserves the right, in its sole discretion, at any time, to remove any of your customer data that it believes to be in violation of this Agreement;
- (f) You are responsible for complying with all rules, regulations and procedures of local, provincial, federal and foreign authorities applicable to you and your business; and
- (g) You have the sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of your data.
Gofile reserves the right to modify this Agreement, in its sole discretion, at any time, and the modifications will be effective when posted through the Services or on the Gofile website for the Services or when you are notified by other means. Gofile may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services after such modifications indicates your agreement to such modifications.
This Agreement and your use of the Services is governed by the laws of the Province of Ontario and the federal laws of Canada without regard to its conflicts of laws provisions. You agree to the exclusive jurisdiction of the Province of Ontario and the courts of the Province of Ontario. Gofile does not represent that the Services are appropriate or available for use in all countries. You are accessing the Services on your own initiative, and you are responsible for compliance with all applicable laws.
Subject to any restrictions on assignment herein contained, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns.
Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by email or sent by registered mail, charges prepaid as and addressed to either your billing address or Gofile Inc., 800-120 Eglinton Ave. E., Toronto, Ontario, M4P 1E2.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be, to the maximum extent permitted by applicable law, construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties’ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Agreement. In any event, the remaining provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.
A party’s failure or delay to require compliance with any term of this Agreement, or to exercise any right provided herein, shall not be deemed a waiver by such party of such term or right. No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, shall operate as a waiver or legally bar a party from enforcing any right, remedy or condition. All waivers must be made in writing and signed by the waiving party and any such waiver on one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion.