1. Overview
These Terms of Use form a legally binding contract between INCORPORIGHT INC., operating under the brand name CorpRite ("CorpRite", "we" or "us") and the people and companies ("Users" or "you") that access and use our website located at www.corprite.co, any subdomain operated by us (e.g., [company].corprite.co), or any related website or mobile platform controlled by us (collectively, the "Website"). These Terms also apply to any white-labeled, co-branded, or customized instances of the Website offered by CorpRite in partnership with authorized third parties ("Partners") and govern all usage of such white-labeled services by end-users and Partners alike.
Please take time to read and fully understand these Terms of Use before using the Website. By agreeing to these Terms of Use and using the Website, you are entering into a legally binding contract that impacts your rights.
By accessing any part of the Website, you agree to be bound by these Terms of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. You are also confirming that you have read and fully understood these Terms of Use. If you do not agree to or understand all of these Terms of Use, then you are not permitted to access the Website or use any services available on the Website.
These Terms of Use incorporate by reference and should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Website.
2. Services Available on the Website
Without restriction, we generally offer the following services through the Website:
CorpRite is a digital platform designed for law firms, investors, and corporate professionals to manage equity, entity structure, and governance more efficiently. Core features include:
- Cap table management and share class tracking;
- Stock option plans, issuance, and vesting workflows;
- Incorporation and entity formation tools;
- Digital minute books and corporate recordkeeping;
- Secure document generation and integrated e-signatures;
- Real-time audit logs powered by blockchain;
- White-label and multi-client portals for partner firms; and
- Permission-based access for stakeholders and advisors.
The services we offer are subject to change over time. By using the Website, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your specific purposes.
3. Ownership of Your Files, Data and Content
When you choose to upload documents or data (including any images or text), CorpRite does not review or pre-screen the contents of electronic data uploaded or posted to the Website ("Content") and claims no ownership rights with respect to your Content.
If you are a Partner providing access to end-users via a white-labeled instance of CorpRite, you are solely responsible for the data that you or your users upload to the platform. You represent and warrant that you have obtained all necessary rights, permissions, and consents to upload and share Content on behalf of your clients or affiliated users.
You grant to CorpRite a non-exclusive, royalty-free right during your use of the Website to use, store, process, and analyze the Content to perform its obligations under these Terms of Use. This includes permission for CorpRite to archive such Content when and how it deems appropriate and to generate and publish aggregate, anonymized reports on system usage and Content trends across all white-labeled and direct access instances.
All Content uploaded to CorpRite, including that of Partners and their users, is considered confidential and will be treated in accordance with our Privacy Policy. CorpRite will not disclose or use any individual company or user data except as required to provide services under these Terms of Use, or as required by law. Any use of data for product improvement will be based strictly on anonymized and aggregated insights.
4. Payment Procedures
Payments for services or products available on the Website will be charged to you in accordance with the policies, procedures, and timelines posted on the relevant sections of the Website.
You agree to pay the fees applicable to your subscription and any other applicable fees, including but not limited to fees relating to the processing of transactions under your account ("Fees").
All initial and recurring Fees will be charged to the credit card that you authorize for your account. It is your responsibility to keep your authorized credit card valid and up to date at all times. We may terminate or block access to your account if your credit card becomes expired or otherwise invalid at the time any Fees become due.
For purposes of processing payments, we use the following service provider:
STRIPE, INC. 185 BERRY STREET, SUITE 550 SAN FRANCISCO, CA 94107
Before using the Website, you must first review and approve the terms and conditions governing the use of third-party payment processors, which are available at the following website: www.stripe.com
5. Your Account
In order to fully use the Website, you will be required to create an account. This applies whether you are accessing the Website directly through www.corprite.co or via a white-labeled instance provided by a Partner (e.g., [company].corprite.co). Information submitted by you in order to create an account will be subject to our Privacy Policy, which is available for review on the Website, and which you are required to approve before creating an account.
If you are accessing the platform via a Partner's white-labeled instance, your account may be created and initially managed by the Partner. In such cases, it is your responsibility to ensure the accuracy and completeness of any information provided on your behalf. Partners may have access to certain administrative features and user activity logs in order to facilitate service delivery and compliance.
The Privacy Policy also dictates how to terminate your account and how you can have your personal identifying information deleted from our servers.
6. White-Label Use and Access
Where the Website is offered through a white-label arrangement, the Partner is responsible for administering User access, managing subscriptions, maintaining user support, and ensuring compliance with these Terms of Use across their instance of the platform. Partners are also responsible for providing frontline support to their users, including onboarding, general inquiries, and first-level troubleshooting.
Users accessing the Website through a white-labeled version (e.g., [company].corprite.co) remain bound by these Terms of Use. CorpRite disclaims any responsibility for representations, advice, or instructions given by Partners to Users, and Users agree that their relationship with the Partner is separate and distinct from these Terms of Use.
Partners may customize the appearance of the platform and offer co-branded experiences as approved by CorpRite. However, they may not sublicense, assign, or otherwise permit third-party access to the platform outside the scope of their authorized user base without prior written consent. Any marketing or communication that references CorpRite or the platform must comply with CorpRite's branding guidelines.
7. Termination
You may cancel and terminate your Account at any time in accordance with the terms and policies posted on the Website. If you are accessing the platform through a white-labeled instance operated by a Partner, your ability to terminate or deactivate your account may also be subject to the terms of a separate agreement between you and the Partner, or between the Partner and CorpRite. In such cases, you should consult with the Partner to understand the applicable terms for account deactivation or service termination.
If at the date of termination of your Account, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
8. Limitation of Liability
Except in a case where we are in violation of these Terms of Use, we will not be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Website.
Your use of the Website is at your sole risk. The Website is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Website will be uninterrupted, secure or error-free.
In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable, while the remaining parts of this section shall remain valid and enforceable.
9. Indemnification
You agree to indemnify and hold CorpRite harmless, including our officers, directors, shareholders, employees and agents, from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Website, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Website.
10. Security Breaches
In order to protect your security, it is your sole responsibility to ensure that all login credentials (including usernames, email addresses and passwords) used to access the Website are kept secure and confidential.
You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.
We will investigate any breach of security on the Website that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however arising.
11. Warranties and Representations
We hereby disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Website.
12. Compliance with Laws
You represent and warrant that:
- You have the authority to bind yourself to these Terms of Use;
- Your use of the Website will be solely for purposes that are permitted by these Terms of Use;
- Your use of the Website will not infringe or misappropriate the confidentiality or intellectual property rights of any User or third party; and
- Your use of the Website will comply with all local, provincial and federal laws, rules and regulations, and with all policies posted on the Website.
You must only use the Website for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Website. You may use the Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all these Terms of Use.
13. Age Restrictions
Users Must be Over the Age of 18. You represent and confirm that you are over the age of 18. We do not target, market, or promote the Website to those under 18. We do not permit any User under the age of 18 to use the Website.
14. Governing Law and Dispute Resolution
These Terms of Use and any access to or use of the Website shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario and the federal laws of Canada applicable therein.
If any claim, dispute or controversy occurs between CorpRite and a User relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration, rather than in court. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the User or CorpRite. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties, and may be conducted remotely if permitted by the arbitrator. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
15. Waiver of Class Action
By using the Website, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against CorpRite or its affiliates related to any claim, dispute or controversy arising from your use of the Website. Where applicable, you hereby agree to opt out of any class proceeding against CorpRite otherwise commenced.
The above waiver shall not apply to claims or disputes where a waiver of class action lawsuits is unenforceable at law.
16. Intellectual Property & Branding
Partners may be granted non-exclusive, limited rights to use CorpRite's technology and branding elements in accordance with a separate agreement. Unless otherwise authorized, Partners may not modify, reverse engineer, or represent CorpRite's platform as proprietary software. Use of CorpRite's logo, name, or marks is subject to CorpRite's brand guidelines and prior written approval.
17. White-Label Data and User Roles
Users understand that CorpRite acts as the data processor for Partners administering white-label portals. The Partner is responsible for obtaining proper consent and ensuring that end-users understand CorpRite's role as the underlying service provider. Partners agree not to misrepresent the platform as a provider of legal advice. All data and activity associated with subdomain instances (e.g., [company].corprite.co) are subject to these Terms of Use and managed in accordance with the Privacy Policy.
18. Conflicts with Separate Agreements
To the extent that you or a Partner have entered into a separate written agreement with CorpRite (including but not limited to a Partner Agreement or Service Level Agreement), the terms of that agreement shall prevail in the event of any conflict or inconsistency with these Terms of Use.
19. Confirmation of Agreement to Terms of Use
BY PROCEEDING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE WEBSITE.