In this Terms of  Use Agreement ("Agreement"), "you" and "your" refer to each customer. "We," "us," and "our" refer to Small Business Associates Inc., its  agents, contractors, directors, employees, and officers.  "Service," in its singular or plural form, refers to the services provided by us.  This Agreement explains our obligations to you, as well as your obligations to us for various services.  By using the services under this agreement, you acknowledge that you have read this agreement, and agree to be bound by it.  You agree, furthermore, to be bound by any pertinent rules or policies that might be published by us, either currently or in the future.  Also, by using these services, you indicate to us that you are 18 years of age or older.

It is not our responsibility to determine whether the corporate name you choose or use infringes the legal rights of others.  Instead, it is your responsibility to make that determination, and for that, we strongly recommend consulting a licensed lawyer.  WE ARE NOT LAWYERS.  WE WILL NOT GIVE YOU LEGAL ADVICE.  WE STRONGLY RECOMMEND THAT YOU CONSULT A LICENSED LAWYER FOR LEGAL ADVICE.  You may want to consider seeking at least one trademark registration in connection with your corporate name.

By agreeing to this Terms of Use Agreement, you indicate to us that, to the best of your knowledge, your corporate name does not interfere with the rights of any third party.  Also, by agreeing to this agreement, you tell us that the corporate name is not being registered for any illegal objective.

As part of this agreement, Small Business Associates Inc. will perform a free preliminary search, for every NUANS Search ordered, to determine whether the corporate name you have selected is already being used by another corporation in your chosen jurisdiction. We will only send results for the first 100 names for any preliminary search. Preliminary searches for single words or names containing initials may not return useful results due to the nature of the search system. The preliminary search can only find exact matches and does not include registrations from the previous 4 to 5 weeks.

While we do our best to obtain the most recently updated information, we cannot guarantee that the latest  information on corporate name availability has been provided to us. Therefore , we cannot guarantee that your chosen name is available for use as a corporate name in your selected jurisdiction. Small Business Associates Inc., its contractors, agents, employees, officers, directors and affiliates , are neither responsible nor liable in any way for reliance on the availability of a corporate name.

In the event that your corporate name is unavailable, your only recourse will be limited to the fees paid to Small Business Associates Inc. If you are dissatisfied , for any reason , with the services of Small Business Associates Inc , . after receiving the incorporation documents, Small Business Associates Inc. will retain a $100 processing fee, but will refund any remaining amount of the fees paid to Small Business Associates Inc. In the event that Small Business Associates Inc. has not begun processing your order, we . will retain a $25 processing fee , but will refund any remaining amount of the fees paid to Small Business Associates Inc.. No fees paid to the governments of your selected jurisdiction, or to any agencies accepting money on behalf of the governments of your selected jurisdiction, can be refunded under any circumstances. If the corporation is deficiently formed , and/or an error is made on the part of Small Business Associates Inc., we . will make reasonable efforts to cure the problem,  and to amend any necessary documentation .  Alternatively, we will refund the fees paid to Small Business Associates Inc. The choice between these two remedies, as to which one is most appropriate for the situation, will be made at the sole discretion of Small Business Associates Inc.

You agree that, if the registration or reservation of your corporate name is challenged, or if a dispute arises with any third party, you will indemnify and hold us harmless.

You agree that registration or reservation of your chosen corporate name does not confer immunity from objection to the registration, reservation, or use of that corporate name. In addition, you may not presume that your corporation has been formed until AFTER you have received original articles of incorporation , or a certificate of incorporation.

An order is placed at the time it is submitted to Small Business Associates Inc. via the Internet, telephone, facsimile or mail. Your order may not be modified after it is submitted, except upon prior authorization by Small Business Associates Inc.. After you receive this prior authorization, a modification to the order is valid only after Small Business Associates Inc. receives a signed, written request from you , via facsimile.

Small Business Associates Inc. provides an internet publishing service.  The material at this Web site, provides information of general application, and is not intended to replace the advice of a lawyer. Our staff take great care to maintain and publish accurate information, however federal and provincial laws are constantly changing.  Additionally, laws are open to different interpretations.

When using our service, you will be acting as your own lawyer.   Small Business Associates Inc. completes the information on the required forms, based on the information that you have provided to us.  Small Business Associates Inc. then files the forms with the applicable federal or provincial government office.  By providing you with the service, neither Small Business Associates Inc., nor its advisors, agents, employees, or representatives, are providing any legal or professional advice or service.  Additionally, Small Business Associates Inc. makes no representations, express or implied, as to the possible legal or other consequences arising from the use of our forms or services.  All documentation provided are sample sets that may not be suitable to your particular situation.  The onus is on you to determine the appropriateness of all sample documentation provided (Articles, By-Laws, Resolutions, Share Certificates, Registers and Ledgers).  Small Business Associates Inc., its advisors, agents, employees, and representatives, strongly recommend that you consult with a lawyer who has a licence to practice law in the jurisdiction applicable to your corporation with regards to the appropriateness of all generated documentation.

Small Business Associates Inc. cannot provide you with legal advice.  Although Small Business Associates Inc. makes great effort to respect the confidentiality of the information you submit to us, there is NO SPECIAL RELATIONSHIP or privilege between Small Business Associates Inc. and its clients.  NO SPECIAL RELATIONSHIP or privilege exists between Small Business Associates Inc. and you, including but not limited to any solicitor-client relationship that might exist had you consulted with a licensed lawyer.

As with all important business matters, Small Business Associates Inc., its advisors, agents, employees, and representatives, strongly recommend that you consult with a lawyer who has a licence to practice law in the jurisdiction applicable to your corporation.  This applies to any issue regarding the formation of your corporation, or its continued operations.

For any services that you have selected,  you agree to pay us the applicable fees. All fees payable under this heading are non-refundable unless we provide otherwise

To allow us to provide you with our services , you agree to provide certain accurate , complete , and current information about you , as required , and also to maintain and update this information as needed   for our use.  All such information will be referred to as just that, "Information."

You agree, during the period of this Agreement, that we may: modify the terms and conditions of the Agreement, and also that we may change the services offered under it.  You also agree to periodically review our Web site, including this Agreement within it, to keep abreast of any such changes.  You furthermore agree that, if you continue to use our services after you find out about any revisions to this Agreement, you will abide by any such revisions.

You agree that, if an agent for you (such as, for instance, an employee), purchased our services on your behalf, you are nonetheless bound as a principal by all terms and conditions in this Agreement.

You agree that our entire liability, and your only recourse , with respect to any services provided under this Agreement , or to any breach of this Agreement is solely limited to the amount you paid for such services. We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of our services, or for the cost of arranging substitute services. We disclaim any and all loss or liability resulting from , the following: (1) delays or interruptions in access; (2) faulty delivery or non-delivery of data ; (3) acts of God; (4) errors, omissions, or misstatements in any  information or services provided under this Agreement; (5) interruption of your Web site or email service. THE LIMITATIONS OF OUR LIABILITY ARE BY NO MEANS LIMITED TO THE FOREGOING CONDITIONS. You also agree that we will not be liable for any interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) , regardless of the form of action .  This applies to damages in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed eight hundred Canadian dollars.

You agree to hold us, our agents, contractors, employees, officers, directors and affiliates innocent from all liabilities, claims and expenses .  You agree to indemnify us, and to release us completely from these obligations.  These obligations include lawyer's fees, and the fees or expenses of third parties , as they relate to or arise under this Agreement, the services  provided under it, or your use of those services. Without any limitation , we are also indemnified from any infringement by you of any intellectual property , or of any other proprietary right of any person or entity .  We are also completely indemnified from the violation of any of our operating rules or policies , relating to the services provided. If Small Business Associates Inc. is threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us. Your failure to provide those assurances may be considered by us to be a breach of your Agreement.

You agree that failure to abide by any provision of this Agreement, or any operating rule or policy provided by us, may be considered by us to be a material breach ,  W e may then provide a written notice, describing the breach, to you. If , within thirty (30) calendar days of the date of such notice, you fail to reasonably satisfy us with evidence that you have not breached your obligations under the Agreement, then we may cancel services provided to you without further notice. Any such breach by you will not be excused simply because we did not act earlier in response to that, or any other breach by you.

You agree and will guarantee that the Information that you provide to us for services is, to the best of your knowledge and belief, accurate and complete, and that any future changes to this Information will be provided to us in a timely manner according to the modification procedures in place at that time. You agree that your use of our services is solely at your own risk. You agree that such services are provided on an "as is," "as available" basis. Small Business Associates Inc. expressly disclaim s all warranties of any kind, whether express or implied .  These include, but are not limited to , the implied warranties of merchantability, fitness for a particular purpose , and non-infringement. We make no guarantee that the services will meet your requirements, nor any guarantee that the services will be uninterrupted, timely, secure, or error free .  We do not make any guarantee as to the results that may be obtained from the use of the services.  Nor do we guarantee the accuracy or reliability of any information.

REVOCATION:  You agree that Small Business Associates Inc. may cancel services to you if the information you provided, or subsequently modified, contains false or misleading information, or if it omits or hides information that we would probably consider relevant to our decision as to whether or not to provide services to you.

RIGHT OF REFUSAL:  Small Business Associates Inc., at its sole discretion, reserves the right to refuse to provide services.  If we do not provide services to you, we agree to refund your applicable fee(s).  You agree that we will not be held liable to you for losses or damages that may result from our refusal to provide you with services.

SEVERABILITY:  You agree that the terms of this agreement are severable.  If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law, to reflect as closely as possible the original intentions of the parties, and the remaining terms and conditions will remain in full force and effect.

NON-WAIVER:  If we, at any time, do not require performance by you of any provision in this agreement, it will have no effect whatsoever on our full right to require such performance at any time thereafter.  Further, the waiver, by us, of any breach of any provision of this agreement should not be considered a waiver of the provision itself.

ENTIRETY:  You agree that this Agreement, and the rules and policies published by us, are the complete and exclusive agreement between you and Small Business Associates Inc., regarding our services.  This Agreement overrides any previous agreements or understandings.  This is true regardless of whether those understandings take the form of established custom, policy, practice, or precedent.

GOVERNING LAW:  This Agreement is governed by the laws of the PROVINCE OF ONTARIO, and will be interpreted and enforced in accordance with those laws.  Any action relating to this Agreement must be brought to the ONTARIO PROVINCIAL COURTS, located in TORONTO, ONTARIO, CANADA.  Acceptance of this Agreement also means irrevocable acceptance of the jurisdiction of those Provincial Courts.

HEADINGS:  The headings in this Agreement are only for convenient reference,  and they do not affect the construction or interpretation of this Agreement.