• “Account” means the Customer's registered account on the Services.
• “Authorized User” means an individual (such as an employee or contractor of the Customer) to whom the Customer has granted access to the Account.
• “Customer Data” means all information, documents, files, and content submitted to or processed through the Services by the Customer or its Authorized Users, including Identity Verification (IDV) Data and Electronic Signature (eSig) Data.
• “End-User” means an individual who receives an IDV Request or eSig Request through the Services (e.g., a person being asked to verify identity or sign a document).
• “Request” means an IDV and eSig request created through the Services.
• “eSig Data” means documents, signatures, audit-trail records, and related metadata generated through eSig Requests.
• “IDV Data” means identity document images, selfies or liveness captures, extracted document fields, verification results, and related metadata generated through IDV Requests.
• “Services” means the Docjust platform, including the website, application, APIs, and any related features.

Eligibility

The Services are offered to businesses and organizations for commercial use. To create an Account, you must: (a) be at least the age of majority; (b) have legal capacity to enter into these Terms; and (c) be acting on behalf of an organization for lawful business purposes.

Account registration

You agree to provide accurate and complete information during creation and registration and to keep your Account information current. You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your Account.

Authorized Users

You may grant Account access to Authorized Users. You are responsible for your Authorized Users' compliance with these Terms and for all actions taken through your Account. Each Authorized User must be a distinct individual; sharing credentials among multiple people is prohibited.

IDV Services

The Services allow you to request identity verification from End-Users through the platform. Verification may include the capture of government-issued identity documents, selfies, and liveness data, and the return of a verification outcome.

eSig Services

The Services allow you to upload documents, designate recipients, and collect electronic signatures from End-Users. Completed documents are cryptographically sealed with an audit trail that records signer information, timestamps, IP addresses, and signing events.

Legal validity of electronic signatures

Electronic signatures generated through the Services are intended to satisfy the requirements of electronic signature and electronic commerce laws applicable in Canada, including Ontario's Electronic Commerce Act, 2000 and Part 2 of the Personal Information Protection and Electronic Documents Act (“PIPEDA”). The Services also support signature workflows consistent with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and the EU eIDAS Regulation (as Simple Electronic Signatures).

Excluded Documents. The Services are not intended for, and must not be used to execute, documents that by law require specific execution formalities or that cannot be executed electronically, including wills, codicils, trusts created by wills, powers of attorney for personal care, documents creating or transferring interests in land (where electronic execution is not permitted by the applicable jurisdiction), negotiable instruments, and documents requiring notarization or prescribed witnessing. You are solely responsible for determining whether the Services are appropriate for your specific document and jurisdiction. If in doubt, obtain independent legal advice.

IDV outcomes are not guarantees

An IDV result (including a “Pass”) reflects the outcome of automated checks performed on the data submitted. It is not a guarantee that the person being verified is who they claim to be, that their documents are authentic, or that their data is accurate or current. You use IDV results at your own risk and are solely responsible for any decision made in reliance on them. You will not rely on an IDV result as the sole basis for any adverse decision about an individual (such as employment, credit, tenancy, or insurance decisions) without independent verification and compliance with applicable consumer-protection and human-rights laws.

Availability

We use commercially reasonable efforts to make the Services available, but we do not guarantee uninterrupted availability. The Services may be unavailable due to maintenance, updates, third-party provider outages, or events outside our reasonable control.

Billing cycle

We invoice monthly. On or about the first day of each month, we will charge you for all billable activity from the prior calendar month. Charges are processed through our third-party payment processor.

Taxes

All fees are exclusive of applicable taxes, including HST, GST, and other sales or value-added taxes, which you are responsible for.

No refunds

All fees are non-refundable. At our sole discretion, we may issue exceptions on a case-by-case basis.

Price changes

We may change our pricing upon 30 days' prior notice, delivered by email to the Account's administrator or posted in the Services. Continued use of the Services after the effective date of the change constitutes acceptance of the new pricing. If you do not accept the change, you may cancel the Account before it takes effect.

Ownership of Customer Data

As between Docjust and the Customer, the Customer retains all rights to Customer Data. You grant Docjust a limited, non-exclusive, worldwide licence to host, store, process, transmit, display, and otherwise use Customer Data solely to provide the Services, support, and security, and to comply with applicable law.

Data location and security

Customer Data is processed and stored in encrypted form on infrastructure located in Canada. We implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction.

No sale of personal information

We do not sell Customer Data or End-User personal information, and we do not use Customer Data or End-User personal information for advertising or to train generative artificial-intelligence or machine-learning models for unrelated purposes.

Customer responsibilities

You represent and warrant that, for each IDV Request and eSig Request you initiate:

• (a) you have a lawful basis to collect, use, and disclose the personal information of the End-User, including under any applicable privacy law;
• (b) you have obtained all necessary consents from the End-User and have provided all required disclosures about the processing of their personal information, including biometric information captured during IDV;
• (c) you will not misrepresent the nature or purpose of the IDV Request or eSig Request to any End-User;
• (d) the document content and recipient information you submit are accurate, lawful, and do not infringe any third-party rights; and
• (e) you will handle and retain all data received through the Services in compliance with applicable law.

Data retention and deletion

You control the retention of Customer Data in your Account. You may request deletion of specific Customer Data or of your entire Account at any time by contacting support@docjust.com. We will action deletion requests within 30 days of receipt, subject to any retention required by law, necessary for audit or fraud-prevention purposes, or required to resolve disputes or enforce these Terms.

Biometric information

The Services may capture biometric information (such as facial images used for liveness or document-matching checks) from End-Users through the IDV workflow. Consent is obtained from the End-User at the time of capture. You will not attempt to circumvent, bypass, or disable the consent mechanisms built into the Services.

Prohibited uses

You will not (and will not permit any Authorized User or third party to):

• (a) use the Services for any illegal activity or in furtherance of any crime;
• (b) use the Services to commit fraud, forgery, identity theft, or to impersonate any person;
• (c) use the Services to harass, stalk, intimidate, deceive, or mislead any End-User;
• (d) initiate an IDV Request for an individual who has not consented to identity verification, or initiate an eSig Request for a recipient who has not agreed or been lawfully required to sign the document;
• (e) resell, sublicense, rent, lease, or otherwise provide access to the Services to any third party outside your organization;
• (f) reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Services;
• (g) scrape, crawl, or use automated means to extract data from the Services, except as expressly permitted by our documented APIs;
• (h) benchmark the Services or use the Services to develop, train, test, or improve a competing product or service, including any machine-learning or artificial-intelligence model intended to replicate functionality of the Services;
• (i) upload, transmit, or introduce any virus, malware, worm, time bomb, or other harmful code;
• (j) upload or transmit content that is infringing, defamatory, obscene, discriminatory, or otherwise unlawful;
• (k) circumvent or attempt to circumvent rate limits, security controls, authentication requirements, or usage restrictions;
• (l) impersonate Docjust, another Customer, or any other person;
• (m) interfere with, disrupt, or degrade the integrity, security, or performance of the Services or the systems of other users;
• (n) use the Services in violation of Canadian economic sanctions or export-control laws, or to transact with any person or entity listed on applicable sanctions lists.

Enforcement

We may investigate suspected violations of this section and take appropriate action, including suspending or terminating the Account, notifying law-enforcement authorities, and cooperating with investigations. We are not obligated to monitor Customer Data but reserve the right to do so.

Our intellectual property

The Services, including all software, APIs, documentation, design, branding, and related materials, are owned by Docjust and its licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services during the term of these Terms, solely for your internal business purposes and in accordance with these Terms. No other rights are granted by implication, estoppel, or otherwise.

Feedback

If you provide us with feedback, suggestions, or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that feedback for any purpose, without any obligation to you.

Trademarks

“Docjust” and related logos are trademarks of Docjust Inc. You may not use our trademarks without our prior written consent.

The Services rely on third-party providers for functions such as cloud hosting, email delivery, payment processing, and error monitoring. These providers operate under their own terms and privacy policies. We are not responsible for the acts, omissions, availability, or performance of any third-party provider, except to the extent we have contractual arrangements in place for security and privacy obligations. Changes in third-party providers or their offerings may affect the Services from time to time.

Except as expressly stated in these Terms, the Services are provided “as is” and “as available”, without warranty of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, Docjust disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and those arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that: (a) the Services will be uninterrupted, error-free, or secure; (b) IDV results are accurate or identify the true person behind a verification; (c) electronic signatures will be enforceable in every jurisdiction or for every type of document; or (d) the Services will meet your specific requirements.

Exclusion of indirect damages

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, or cost of substitute goods or services, arising out of or relating to these Terms or the Services, whether in contract, tort, or any other theory of liability, and whether or not the party has been advised of the possibility of such damages.

Aggregate liability cap

To the maximum extent permitted by law, Docjust's total aggregate liability arising out of or relating to these Terms or the Services will not exceed the total amount of fees paid by you to Docjust in the 6 (six) months preceding the event giving rise to the claim.

Exclusions from cap

The limitations above do not apply to: (a) liability that cannot be limited under applicable law; (b) a party's liability for fraud or fraudulent misrepresentation; (c) the Customer's payment obligations; or (d) the Customer's indemnification obligations.

Basis of the bargain

You acknowledge that the fees reflect the allocation of risk set out in these Terms and that Docjust would not provide the Services without these limitations.

You will defend, indemnify, and hold harmless Docjust, its affiliates, and their respective directors, officers, employees, and agents (the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (a) your or any Authorized User's use of the Services;
• (b) your or any Authorized User's breach of these Terms;
• (c) your or any Authorized User's violation of any law or the rights of any third party, including privacy rights and intellectual-property rights;
• (d) any Customer Data, document, or instruction you submit through the Services;
• (e) any claim by an End-User arising out of an IDV Request or eSig Request initiated by you, including claims relating to consent, disclosure, or deception; and
• (f) any decision made by you or a third party in reliance on the Services, including in reliance on an IDV result.

We will provide you with prompt notice of any claim subject to indemnification and reasonable cooperation at your expense. You will not settle any claim in a manner that imposes any liability or obligation on an Indemnified Party without our prior written consent.

Term

These Terms begin when you create the Account and continue until terminated in accordance with this section.

Termination by Customer

You may cancel your Account at any time by contacting support@docjust.com or using any cancellation tools in the Services. Cancellation takes effect at the end of the calendar month in which we receive your cancellation. You remain responsible for all fees accrued up to the effective date of cancellation.

Termination for cause by Docjust

We may suspend or terminate your Account immediately, with or without notice, if:

• (a) you materially breach these Terms and, where the breach is capable of cure, fail to cure the breach within 10 days after we give notice;
• (b) you fail to pay any amount when due;
• (c) you become insolvent, make an assignment for the benefit of creditors, file or have filed against you a petition in bankruptcy, or enter into any similar arrangement;
• (d) we reasonably believe you have engaged in fraud, illegal activity, or a violation of the Acceptable Use section; or
• (e) we are required to do so by law or by a government, regulatory, or law-enforcement authority.

Termination for convenience by Docjust

We may terminate the Account for any reason with 3 days written notice to the Customer.

Effect of termination

On termination or expiry of these Terms: (a) your right to access and use the Services ends immediately; (b) all fees accrued up to the effective date remain payable; and (c) any provision of these Terms that by its nature should survive termination will survive.

We may modify these Terms from time to time. We may provide at least 7 days' notice of material changes by email to the Account administrator, by banner or notice within the Services, or website update. Changes take effect at the end of the notice period. Please view the website to stay up to date. Your continued use of the Services after the change constitutes acceptance of the updated Terms. If you do not accept the changes, your exclusive remedy is to cancel your Account.

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events outside its reasonable control, including: internet, DNS, or telecommunications failures; power outages; outages or failures of any service providers; natural disasters; fire or flood; war, terrorism, civil unrest, or insurrection; pandemic or public-health emergency; acts of government or regulatory authorities; labour disputes (other than those involving the affected party's own employees); and cyberattacks, despite commercially reasonable security measures. The affected party will notify the other party promptly and use commercially reasonable efforts to resume performance. If a force-majeure event continues for more than 60 consecutive days, either party may terminate the Account on written notice.

Governing law and jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, excluding conflict-of-laws rules. Each party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario (located in Toronto) for any dispute arising out of or relating to these Terms or the Services, and waives any objection to venue or forum.

Entire agreement

These Terms (together with the Privacy Policy and any written order form signed by the parties) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings.

Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

No waiver

A party's failure to enforce any provision of these Terms is not a waiver of its right to enforce that provision later.

Assignment

You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted assignment in violation of this section is void.

Relationship of the parties

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship.

Electronic communications

You consent to receiving communications from us electronically, including by email and through the Services.

Contact: support@docjust.com

Docjust Inc.