Terms of Use

Last Updated: August 15, 2022

These Terms of Use (these “Terms”) apply to the websites, mobile sites, applications and tools (collectively, the “Website”) owned and operated by 13312844 Canada Inc. (“Custodius”, “we”, “our” or “us”). For the purpose of these Terms, the terms “User”, “you” or “your” refers to you, as a user of the Website.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE. IF YOU ARE NOT AUTHORIZED TO AGREE OR DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE WEBSITE.

If you are accessing the Website on behalf of a company, you represent and warrant that you have the authority to bind that company to these Terms and by accepting these Terms, you are doing so on behalf of that company. We reserve the right to request proof from any individual that the individual has the requisite authority to bind such company to these Terms.

By accessing the Website, you agree to be bound by these Terms. These Terms apply to all users of the Website, including, without limitation, (i) individuals who store a will with Custodius (collectively, “Customers”); (ii) member lawyers who search the Website or keep a database of their client’s wills on the Website (collectively, “Lawyers”); and (iii) any other individual who uses the Website to search for wills that are stored with Custodius.

We may add, delete, or modify these Terms at any time. We will provide you notice of amendments to these Terms by amending the “Last Updated” date at the top of these Terms. It is your responsibility to check these Terms from time to time to ensure that you are up to date with any changes. Your continued use of the Website confirms your acceptance of these Terms, as amended. If you do not agree to the amended Terms, you must stop using the Website. Please review these Terms of Use from time to time. Except as otherwise noted, all changes to these Terms will be effective immediately.

The Website is intended for users who are 18 years old or older. Any access to, or use of, the Website by anyone under 18 years of age is expressly prohibited. By accessing or using the Website, you represent and warrant that you are 18 years of age or older.

1. SERVICES DESCRIPTION

1.1 Custodius, through the Website, provides users with the ability to: (i) store their wills with Custodius; (ii) search for stored wills on the Website; (iii) replace, retrieve, or request the release of a will; (iv) use any other services provided by Custodius (collectively, the “Services”).

1.2 You expressly agree that Custodius does not review the contents of a Customer’s will, which, except as otherwise agreed to in writing by a Customer and Custodius, will remain sealed when in the possession of Custodius.

2. THE WEBSITE

2.1 To use the Services, users, including individuals who may wish to perform a search, Customers wishing to store their wills, and member Lawyers, must create an account on the Website. All users must enter a username and password to access their account. Customers may only have one registered account on the Website. Member lawyers may have their lawyer account with member access as well as a Customer account. It is your responsibility to keep and use any credentials that may be assigned for access to the Website with the utmost confidentiality and diligence, including, not disclosing your login credentials to any person or entity. You shall immediately notify us of any unauthorized use of your account and any other improper or wrongful use of which you may become aware.

2.2 By creating an account or submitting any information on the Website, you represent and warrant that the information you provide to Custodius is true, accurate, complete, and current. It is your responsibility to keep your information accurate.

2.3 We reserve the right to: (i) modify the contents of the Website at any time, but we have no obligation to update any information on our site; (ii) restrict access to all or part of the Website; (iii) remove, add, modify or otherwise change any content on the Website; (iv) remove any User Content on the Website; or (v) impose limits on specific characteristics and/or features of the Website without notice or liability for any reason. You agree that it is your responsibility to monitor changes to the Website.

3. SEARCHING THE WEBSITE

3.1 A user may search the Custodius Website, free of charge, and based on the accuracy of the search criteria provided by the user and the Customer at the time of Registration, the user may receive a positive notification, confirming the presence of a will. A positive search only reveals the fact that a will with the name and date of birth provided is stored with Custodius. For example, if Custodius is storing the will for Alexandra Devon Maberly, date of birth April 20, 2008, and a search is conducted with that information, the user will be advised that a will for that Customer is stored with Custodius. Custodius safeguards the security of the Customer’s property stored with Custodius, and as such the user must engage a member Lawyer to retrieve the will who may release it to the user provided the Lawyer has confirmed that releasing the will to the user is appropriate and legal.

3.2 If you perform any search of the Custodius database on the Website, you hereby acknowledge and agree that you are solely responsible for the accuracy of the information and data provided by you in respect of the search terms and required search fields, including, without limitation, the name of the subject and date of birth. Custodius does not guarantee that use of the Website will result in a positive search result. Custodius relies upon users submitting information relating to the documents stored with Custodius, and any spelling errors or typographical errors may result in a negative or unsuccessful search result.

3.3 Users are responsible for submitting appropriate payment for the Services and providing accurate postal information for the shipment of a will to Custodius or a Lawyer.

4. CUSTOMERS

4.1 Customers can register on the Website by following the process outlined by their lawyer, or as stated on the Custodius Website.

4.2 Prior to storing a will with Custodius, Customers must complete the online registration process, accept the Customer Agreement and submit payment using the third-party payment processor.

4.3 Custodius does not access or store Customer credit card information.

5. LAWYERS

5.1 Lawyers with a valid Law Society Number practicing in Wills, Estates and Trusts can register on the Website as a member lawyer by following the Website prompts on the Lawyer Registration page on the Website. Custodius relies on the information available with the Law Society of Ontario to verify all Lawyer registrations, and as such, a condition of Website registration is having up-to-date business address information with the Law Society of Ontario. Custodius reserves the sole discretionary right to approve or reject the registration of a Lawyer on the Website. Custodius may require that Lawyers submit additional documentation or be subject to periodical review to ensure that they remain consistent with Custodius’ registration requirements.

5.2 At this time lawyers cannot make payments on behalf of clients.

6. FEES & PAYMENT

6.1 Fees

Customers and users, as appropriate, when accessing the Website will be charged fees in accordance with the https://www.custodius.ca/pricing page of the Website and may include Registration, Storage, Replacement, Release and Search Fees.

Custodius reserves the right to modify the Fees at any time. Custodius will notify Users of any changes to the Fees by amending the “Last Updated” date on the Custodius Fee Webpage. It is your responsibility to periodically check the Custodius Fee Webpage for the current Fees. You acknowledge and agree that to the extent permitted by applicable laws, all Fees are non-refundable.

6.2 Third Party Payment Processors

All payments made to Custodius through the Website are processed by third party payment processors. In connection with such third-party payment processors, users may also be required to accept additional terms and conditions. We do not collect your credit card or banking information through the Website, and we hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third-party payment processors.

7. USER CONTENT AND PROPRIETARY RIGHTS

7.1 You are solely responsible for: (i) any information you submit to us on the Website (“User Content”); and (ii) the compliance of User Content with applicable laws. It is your responsibility to promptly notify us if there are any changes to your User Content.

7.2 You represent that: (i) all User Content is accurate; (ii) you have all necessary rights to your User Content; and (iii) you are not infringing or violating any third party’s rights by submitting User Content to Custodius. You understand that User Content may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

7.3 By providing User Content to us, you hereby grant us a non-exclusive, worldwide, royalty-free, sublicensable right to use such User Content in connection with the Website and our services.

7.4 We may, but have no obligation to, monitor, edit, or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violates these Terms, our internal policies or any third party’s rights.

7.5 Custodius’ Intellectual Property is protected pursuant to copyright, trademark, patent, and other applicable laws. “Custodius Intellectual Property” means, collectively, (i) Custodius’ domain names, trademarks, and trade names; (ii) the Website; and (iii) all data, content, graphics, forms, artwork, images, photographs, functional components, software and documentation, and other material on, in, or made available through the Website, excluding User Content.

7.6 Under no circumstances will you have any rights of any kind in or to Custodius Intellectual Property, other than the right to use the Custodius Intellectual Property in accordance with these Terms. You may not reproduce, modify, copy, use, distribute, market, download, or otherwise exploit Custodius Intellectual Property, or any portion thereof, without our express written permission.

8. OPTIONAL TOOLS

8.1 We may provide you with access to third-party tools over which we neither monitor nor have any control nor input

8.2 You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

8.3 Any use by you of optional tools offered through the Services and/or the Website is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

8.4 We may also, in the future, offer new features through the Services (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms.

9. THIRD PARTY LINKS OR CONTENT

9.1 Custodius may, from time to time, include hyperlinks on the Website that direct you to third party websites. These third-party websites are not operated, maintained by or affiliated with us. We are not responsible for examining or evaluating the content, accuracy, features, legality or any other aspect of such websites. We encourage you to carefully review any terms, policies or practices of any third-party website.

9.2 We expressly disclaim any responsibility or liability, whether directly or indirectly, in connection with, or arising out of, your use of any third-party website that is hyperlinked on the Website.

10. PRIVACY

10.1 Our collection, use, disclosure and other processing of your personal information is governed by our Privacy Policy. By using the Website, you consent to our collection, use, disclosure and other processing of your personal information in accordance with our Privacy Policy.

11. PROHIBITED USES & PRODUCTS

11.1 In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Website or the Services: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (vi) to create more than one personal account or a second account without authorization from Custodius; (vii) to submit false or misleading information; (viii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (ix) to collect or track the personal information of others; (x) to spam, phish, pharm, pretext, spider, crawl, or scrape; (xi) for any obscene or immoral purpose; (xii) to interfere with or circumvent the security features of the Website or the Internet; or (xiii) to decipher, disassemble, decompile, decode or otherwise attempt to extract secret and/or confidential codes, algorithms or ideas of any part of the Website, or modify, translate or create derivative works from any part of the Website.

11.2 Custodius shall be entitled to: (i) terminate your use of the Services for violating the Terms of Use, and (ii) seek an injunction in addition to any other remedies available at law or in equity.

12. TERMINATION

12.1 You may stop using the Website at any time. Subject to any other written agreements we may have with you, we may also stop providing the Website to you at any time.

12.2 We may refuse, block, suspend or terminate the account of a User at any time without notice and for any reason, such as if you violate these Terms. Any such suspension or termination shall be in addition and without prejudice to such rights and remedies as may be available to us at law or in equity, including, seeking an injunction and other civil or equitable remedies or relief. We shall not be liable to the User or to any third party in any way for the suspension or termination of the User account.

12.3 Where your ability to access or use the Website or your account is suspended or terminated for any reason: (i) these Terms will nevertheless continue to apply and be binding upon you, in respect of your prior access to or use of the Website and anything connected with, relating to or arising therefrom; and (ii) we may continue to use and share the personal information the User provided, in accordance with our Privacy Policy.

13. DISCLAIMER

13.1 Content You Access. Custodius shall, as far as reasonably possible, ensure the quality and integrity of information provided by users on the Website, to the extent that the information provided to Custodius by users, is true, accurate, and not misleading. However, the responsibility for User Content, including the legality, accuracy, and quality of such content lies exclusively with the user and cannot be attributed to Custodius in this regard. We make no representations concerning any User Content. Custodius is not responsible for the accuracy, copyright compliance, or legality of User Content posted by users that you access through the Services. You release us from all liability relating to User Content.

13.2 Shipment. All shipments of wills to Custodius or a Lawyer shall be done using a third-party postal service. Custodius shall not be deemed a contract or common carrier in respect of the shipment of any will to or from Custodius. You agree: (i) that in no event will Custodius be liable for any loss, damage, or destruction to any will caused while in the care, custody or control of a third party postal service; and (ii) Custodius is herby released from any and all actions, suits, claims or proceedings arising out of or in connection with any loss, damage, or destruction to a will caused while in the care, custody or control of a third party postal service.

You further agree that in no event will Custodius be liable for any loss, damage, or destruction to any will caused while on the premises of, or in the care, custody or control of, any other third party, including, any User.

13.3 Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT: (I) THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES, OR CONDITIONS OF ANY KIND; AND (II) CUSTODIUS EXPRESSLY DISCLAIMS ALL, AND THERE ARE NO, WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE. CUSTODIUS’ DISCLAIMER INCLUDES ALL, AND THERE ARE NO, WARRANTIES, REPRESENTATIONS OR CONDITIONS PROVIDED BY, ON BEHALF OF OR IN RESPECT OF CUSTODIUS: (A) OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT USE OF THE AND WEBSITE AND THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WILL COMPLY WITH ANY LAWS OR REGULATIONS APPLICABLE TO THE USER INCLUDING ANY APPLICABLE LAWS OR WILL MEET THE USER’S REQUIREMENTS; (C) THAT ANY ERRORS, DEFECTS, DEFICIENCIES OR NON-CONFORMANCES IN THE WEBSITE OR THE SERVICES WILL BE REMEDIED; OR (D) REGARDING THE USE OR THE RESULTS OF THE USE OF WEBSITE OR THE SERVICES, WHETHER IN TERMS OF ITS OR THEIR AVAILABILITY, QUALITY, ACCURACY, INTEGRITY, RELIABILITY, CURRENCY, SUITABILITY, COMPLETENESS, LIKELIHOOD OF SUCCESS, SAFETY, SECURITY, LEGALITY OR OTHERWISE.
YOU EXPRESSLY AGREE THAT IN CONNECTION WITH WEBSITE AND THE SERVICES, CUSTODIUS DOES NOT OFFER ANY LEGAL ADVICE TO YOU, AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE REGARDING THE EFFICACY, VALIDITY, OR LEGALITY OF A WILL.

14. LIMITATION OF LIABILITY

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CUSTODIUS, OUR SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, SUPPLIERS, AND EMPLOYEES BE LIABLE FOR: (I) ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES; OR (II) FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL, CHARACTERIZED AS LOST REVENUE, LOST SAVINGS, LOST REVENUE, LOST PROFITS OR WASTED EXPENDITURES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM, OR IN CONNECTION WITH, YOUR USE OF ANY OF THE SERVICES OR THE WEBSITE, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT POSTED ON THE WEBSITE, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE WEBSITE, EVEN IF CUSTODIUS WAS ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE.

15. INDEMNIFICATION

15.1 You agree to indemnify, defend, and hold harmless Custodius, our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from any claim or demand, including reasonable legal fees, made by any third-party due to or arising out of: (a) your use or misuse of the Services or the Website; (b) your breach of these Terms or any policies they incorporate by reference; (c) your violation of any applicable laws or the rights of a third-party; (d) any User Content that you post or otherwise submit on, through, or in connection with the Website; or (e) your failure to comply with any certifications or verifications you make to us.

16. RELEASE

16.1 If you have a dispute with one or more users or parties in association with the Website, including disputes with Customers or Lawyers, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, resulting from or in any way connected with such dispute(s).

17. TERMINATION OF SERVICES

17.1 Custodius may suspend or terminate your account and/or your ability to use the Website for failure to comply with these Terms, for providing Custodius with untrue or inaccurate information about yourself, for infringement upon Custodius’ proprietary rights, or for any other reason. If we terminate your account and/or access to the Website (or any portion of the Website) you may not try to access the Website again without Custodius’ prior written approval.

18. MISCELLANEOUS

18.1. Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. Where the context so requires or permits, the use of the singular form includes the plural, and the use of the plural form includes the singular, and the use of any gender includes any and all genders.

18.2. Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms, and such determination shall not affect the validity and enforceability of any other remaining provisions.

18.3. Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4. Agency. Nothing in these Terms will be construed to constitute any user or similar party as a partner, joint venturer, franchisee, employee, agent or representative of Custodius. No user will have any right to act as an agent of Custodius or create any obligation for or on behalf of Custodius.

18.5. Assignment. You may not assign or otherwise transfer your rights, duties or obligations under these Terms. We reserve the right to assign our rights under these Terms at any time without notice to you.

18.6. Entire Agreement. These Terms (including the Privacy Policy) constitutes the entire agreement between you and us regarding your use of the Website, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us regarding the subject matter hereof (including, but not limited to, any prior versions of these Terms).

18.7. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby consent and submit to the exclusive jurisdiction of the courts located in the Province of Ontario.

18.8. Contact. Any questions or concerns about these Terms can be sent to us at support@custodius.ca. All notices required under these Terms must be sent to us at support@custodius.ca. Except as otherwise set out in these Terms, we shall send notices to the email address associated with your account.