HOW TO READ THIS AGREEMENT

This Agreement applies to all Subscribers of MeetingGenius in British Columbia and Ontario. Provisions that apply to all Subscribers are set out in Sections 1 through 15. Where a provision applies specifically to Ontario Subscribers, this is indicated by a blue vertical bar and the label “ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS” immediately following the general clause to which it relates. Ontario Subscribers are bound by both the general provisions and any Ontario-specific provisions applicable to them. In the event of a conflict between a general provision and an Ontario-specific provision, the Ontario-specific provision prevails for Ontario Subscribers. Schedule A at the end of this Agreement consolidates all Ontario-specific provisions for ease of reference.

Section 15 of this Agreement sets out Universal Savings Clauses that apply to all Subscribers regardless of their jurisdiction, including Subscribers located in Canadian provinces or territories not specifically addressed in this Agreement (other than BC and Ontario) and Subscribers located outside Canada. These clauses ensure that mandatory local laws are preserved, that cross-border data transfers are properly consented to, and that the Agreement remains enforceable to the greatest extent possible in any jurisdiction.

 

IMPORTANT — PLEASE READ CAREFULLY BEFORE USING THE SERVICE

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU (“SUBSCRIBER”) AND ASC CREATIVE LTD. (“COMPANY”). BY CLICKING “I AGREE” OR “ACCEPT TERMS” DURING REGISTRATION, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ANY ONTARIO-SPECIFIC PROVISIONS APPLICABLE TO YOU. IF YOU DO NOT AGREE, DO NOT PROCEED WITH REGISTRATION OR ACCESS THE SERVICE.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION (SUCH AS A PROPERTY MANAGEMENT COMPANY, STRATA CORPORATION, CONDOMINIUM CORPORATION, OR HOUSING CO-OPERATIVE BOARD), YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION, AND “SUBSCRIBER” SHALL REFER TO THAT ORGANIZATION.

ACCEPTANCE OF THIS AGREEMENT REQUIRES AN AFFIRMATIVE CLICK OF THE “I AGREE” OR “ACCEPT TERMS” BUTTON PRESENTED DURING THE REGISTRATION PROCESS. MERE ACCESS TO OR USE OF THE SERVICE DOES NOT CONSTITUTE ACCEPTANCE.

1.  DEFINITIONS

In this Agreement, the following terms have the meanings set out below:

“Authorized Users” means the individual employees, agents, board members, or contractors of the Subscriber who are authorized by the Subscriber to access and use the Service under the Subscriber’s account.

“Building” means a single strata plan, condominium corporation, co-operative housing project, or managed property registered as a separate unit within the Subscriber’s MeetingGenius account for purposes of billing and data segregation.

“CAT” means the Condominium Authority Tribunal established under the Condominium Management Services Act, 2015 (Ontario), which has jurisdiction over certain disputes involving condominium corporations in Ontario, including disputes relating to meeting minutes and records.

“Company” means ASC Creative Ltd., a corporation registered in British Columbia, Canada, the developer and operator of MeetingGenius.

“Content” means all data, text, documents, files, meeting agendas, minutes, task records, uploaded regulatory documents, and other information that the Subscriber or Authorized Users upload to, generate through, or store within the Service.

“Effective Date” means the date on which the Subscriber clicks the ‘I Agree’ or ‘Accept Terms’ button and completes the registration process.

“Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all other proprietary rights, whether registered or unregistered.

“LLM” or “Large Language Model” means an artificial intelligence system trained on large bodies of text and used to generate, summarize, classify, or suggest content. For purposes of this Agreement:

  1. “Private LLM” means a self-hosted or privately operated language model running on infrastructure controlled exclusively by the Company, where Content is not transmitted to or retained by any third-party AI provider; and
  2. “Public LLM” means a commercially operated third-party AI service, including without limitation OpenAI (ChatGPT), Google (Gemini), or their successors, where Content is transmitted over the internet to third-party servers subject to such providers’ own terms and policies.

“Ontario Condo Act” means the Condominium Act, 1998, S.O. 1998, c. 19, as amended from time to time, including all regulations made thereunder, including without limitation Ontario Regulation 48/01 (General) and Ontario Regulation 180/17 (Records).

“Personal Information” has the meaning given in the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”) and, where a Subscriber is located in British Columbia and the information does not cross provincial or national borders in the course of commercial activities, the Personal Information Protection Act, S.B.C. 2003, c. 63 (“BC PIPA”).

“Privacy Officer” means the individual designated by the Company as responsible for ensuring the Company’s compliance with PIPEDA, BC PIPA, and other applicable privacy legislation. Contact details for the Company’s Privacy Officer are available at meetinggenius.ca/privacy or by emailing privacy@asccreative.com.

“Security Incident” means any unauthorized access to, or acquisition, disclosure, or loss of, Personal Information or Content that could reasonably be expected to result in a risk of significant harm to an individual, as interpreted under applicable Canadian privacy legislation.

“Service” means the MeetingGenius software-as-a-service platform, accessible at app.meetinggenius.ca and related subdomains, including all features, AI-assisted tools, APIs, and associated documentation made available by the Company.

“Governance Records” means meeting minutes, agendas, resolutions, and other governance records generated through the Service that may be subject to retention and accuracy requirements under applicable strata, condominium, or co-operative legislation, including without limitation the BC Strata Property Act, S.B.C. 1998, c. 43 (for BC Subscribers) and the Ontario Condo Act (for Ontario Subscribers).

“Subscriber” means the individual, property management company, strata corporation, condominium corporation, or co-operative board that has completed registration and accepted this Agreement.

“Subscription Fee” means the monthly fee payable by the Subscriber for each Building registered in the Service, as set out on the Company’s pricing page at meetinggenius.ca/pricing, as may be updated from time to time with prior notice.

“Subscription Term” means the period commencing on the Effective Date and continuing on a month-to-month basis until terminated in accordance with Section 9 of this Agreement.

 

2.  GRANT OF LICENSE

2.1  Subject to the terms and conditions of this Agreement, the Company grants to the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term solely for the Subscriber’s own internal property management and meeting administration purposes.

2.2  The Subscriber may permit Authorized Users to access the Service under its account, provided that:

  1. the Subscriber remains fully responsible for all acts and omissions of its Authorized Users;
  2. access credentials must not be shared with persons who are not Authorized Users; and
  3. the number of Buildings accessed must correspond to the number of Buildings for which Subscription Fees are paid.

2.3  This Agreement does not convey to the Subscriber any ownership interest in or to the Service, its underlying technology, AI models, or any intellectual property of the Company. All rights not expressly granted herein are reserved by the Company.

 

3.  PROHIBITED USES AND RESTRICTIONS

3.1  The Subscriber shall not, and shall ensure that its Authorized Users do not:

  1. sublicense, sell, resell, transfer, assign, or otherwise make the Service available to any third party, including without limitation marketing or distributing the Service under the Subscriber’s own brand or as part of a bundled offering;
  2. reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service or any underlying AI models;
  3. modify, adapt, translate, or create derivative works based upon the Service;
  4. use the Service to provide services to third parties on a service bureau or outsourcing basis, except as expressly permitted in writing by the Company;
  5. use the Service in any manner that violates applicable laws, regulations, or the rights of any third party;
  6. introduce malicious code, viruses, or disruptive components into the Service;
  7. attempt to gain unauthorized access to the Service, its related systems, or the data of other subscribers; or
  8. use automated scripts or bots to access the Service in a manner that places disproportionate load on the Company’s infrastructure.

3.2  For greater certainty, property management companies that subscribe to MeetingGenius may not resell, white-label, or sublicense the Service to their individual building clients under any brand name. Each Building must be registered directly under the Subscriber’s own account.

4.  ARTIFICIAL INTELLIGENCE FEATURES AND LLM PROCESSING

4.1  AI-Assisted Functionality

The Service incorporates artificial intelligence capabilities, including but not limited to: automated meeting minutes drafting, agenda topic suggestions, next-step task recommendations, statutory and regulatory cross-referencing, and repair request triage (where applicable). These features are intended to assist Authorized Users and are tools for human decision-making. They do not replace the professional judgment, legal obligations, or governance responsibilities of the Subscriber or its Authorized Users.

4.2  AI-Generated Outputs — Mandatory Human Review and Accountability

THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ALL OUTPUTS GENERATED OR ASSISTED BY THE SERVICE’S ARTIFICIAL INTELLIGENCE FEATURES — INCLUDING WITHOUT LIMITATION MEETING MINUTES, MEETING SUMMARIES, AGENDA SUGGESTIONS, NEXT-STEP TASK RECOMMENDATIONS, STATUTORY REGULATORY REFERENCES, REPAIR ROUTING DECISIONS, COST ESTIMATES, AND ANY OTHER AI-ASSISTED CONTENT — ARE DRAFTS AND SUGGESTIONS ONLY.

THE SUBSCRIBER AND ITS AUTHORIZED USERS MUST REVIEW, VERIFY, AND APPROVE ALL AI-GENERATED CONTENT BEFORE RELYING ON IT FOR ANY PURPOSE, INCLUDING LEGAL, REGULATORY, FINANCIAL, GOVERNANCE, OR OPERATIONAL PURPOSES.

THE SUBSCRIBER ACKNOWLEDGES THAT:

  1. the Company’s AI features are tools designed to assist human decision-making and do not relieve the Subscriber of its professional, statutory, fiduciary, or governance obligations;
  2. all AI-assisted outputs must be reviewed and approved by a qualified, authorized human representative of the Subscriber before being acted upon, distributed, or relied upon;
  3. the Company cannot guarantee that AI-generated content is accurate, complete, current, or appropriate for any specific purpose, including strata or condominium governance, repair authorization, or legal compliance; and
  4. the Subscriber assumes full and final responsibility for all decisions made, records approved, and actions taken on the basis of any AI-assisted output, whether or not that output has been reviewed and approved as required by this Agreement.

THE COMPANY MAKES NO WARRANTY THAT AI-GENERATED CONTENT IS ACCURATE, COMPLETE, OR FIT FOR ANY SPECIFIC PURPOSE.

 

4.3  Private LLM Processing

By default, AI-assisted features within the Service are powered by a Private LLM hosted exclusively on servers located in Canada and operated by the Company. Content processed through the Private LLM does not leave the Company’s controlled Canadian infrastructure and is subject to the Company’s data security practices described in Section 6.

 

4.4  Public LLM Processing — Subscriber Election

The Subscriber may, through the administrative settings panel of the Service, elect to enable processing through one or more Public LLMs (such as OpenAI or Google Gemini) in order to access enhanced AI features. The Subscriber acknowledges and agrees that:

  1. enabling Public LLM processing is an explicit, voluntary choice made by an administrator of the Subscriber’s account;
  2. upon enablement, the Service may transmit Content to third-party AI providers outside Canada for processing;
  3. Content transmitted to Public LLMs may include: meeting agenda text, notes, uploaded building rules and regulations, uploaded bylaws and governance documents, statutory reference materials, task descriptions, repair request details, and any other Content uploaded or entered by the Subscriber or its Authorized Users;
  4. Content transmitted to Public LLMs does NOT include the personal information of individual residents or owners (such as names, unit numbers, contact details, or email addresses), which is retained exclusively within the Company’s Canadian-hosted infrastructure;
  5. the Subscriber is responsible for ensuring that its use of Public LLM features complies with any applicable privacy obligations it holds in relation to its clients, residents, or other stakeholders;
  6. the Company does not warrant that third-party AI providers will process Content in Canada or in any specific jurisdiction;
  7. the Company is not responsible for the content policies, data retention practices, or privacy practices of third-party AI providers;
  8. the Subscriber may disable Public LLM processing at any time through the administrative settings panel; however, the Company does not guarantee that Content already transmitted to a third-party Public LLM provider will be deleted or retrieved from that provider’s systems. Subscribers concerned about third-party data retention should contact the Company at privacy@asccreative.com before enabling Public LLM processing; and
  9. the Subscriber’s election to enable Public LLM processing constitutes the Subscriber’s informed consent to the cross-border transfer of Content as described in this Section 4.4 and its acceptance of the associated risks.

 

4.5  No Anonymization at Point of Transfer

The Subscriber acknowledges that, as of the Effective Date, the Company does not apply automated anonymization or pseudonymization to Content before it is transmitted to a Public LLM. The Subscriber is responsible for ensuring that Content uploaded to the Service and eligible for Public LLM processing does not contain Personal Information of residents or third parties that the Subscriber does not have authority to transmit to a third-party AI provider.

 

4.6  AI Feature Changes and Regulatory Compliance

The Company reserves the right to modify, update, replace, or discontinue any AI feature or LLM provider at any time, provided that the Company shall give the Subscriber at least thirty (30) days’ prior written notice of any change that materially reduces the functionality of the Service or materially changes the AI providers to whom Content is transmitted.

The Company also reserves the right to modify, suspend, or discontinue AI features, including LLM integrations, to the extent required to comply with applicable laws or regulations, including any future artificial intelligence legislation enacted by the federal government of Canada or the Provinces of British Columbia or Ontario. The Company will provide reasonable advance notice of such changes where practicable. The Subscriber’s continued use of the Service following any such modification constitutes acceptance of the modified AI feature set.

 

4.7  Governance Records — AI-Assisted Outputs

The Subscriber acknowledges that meeting minutes and other records generated through the Service may constitute Governance Records subject to applicable legislation governing the retention, accuracy, and certification of strata, condominium, and co-operative records. The Subscriber is solely responsible for:

  1. ensuring that any AI-assisted minutes or records are reviewed, approved, and certified by the appropriate authorized officer of the Subscriber before being treated as official Governance Records or filed as required by applicable law;
  2. ensuring AI-assisted records meet any form, content, or certification requirements imposed by applicable legislation; and
  3. the legal validity and accuracy of any records distributed or relied upon after they have been approved by the Subscriber’s authorized officer.

The Company is not responsible for the legal validity or accuracy of records that have not been reviewed and approved by the Subscriber’s authorized officer, nor for any failure by the Subscriber to fulfill its record-keeping obligations under applicable law.

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

4.7(d)  Ontario Condominium Records and CAT Jurisdiction. Ontario Subscribers acknowledge that the Condominium Authority Tribunal (CAT) has jurisdiction under the Ontario Condo Act to adjudicate disputes involving the adequacy and accuracy of meeting minutes. The CAT has affirmed that minutes must meet a reasonable expectation of accuracy and contain sufficient detail to allow owners to understand how the corporation’s affairs are being managed. The Subscriber is solely responsible for ensuring that AI-assisted minutes satisfy CAT adequacy standards before they are distributed or filed as official condominium records. The Company is not responsible for any CAT proceeding, order, or sanction arising from the inadequacy of AI-assisted minutes that have been approved and distributed by the Subscriber without adequate human review.

 

5.  SUBSCRIPTION, FEES, AND BILLING

5.1  Free Trial

The Company may, in its sole discretion, offer new Subscribers a free trial period of up to thirty (30) days from the Effective Date (“Trial Period”). During the Trial Period, the Subscriber shall have access to the Service without charge. At the conclusion of the Trial Period, the Subscriber’s account will automatically convert to a paid monthly subscription at the then-current Subscription Fee for each registered Building, unless the Subscriber cancels the account before the end of the Trial Period in accordance with Section 9. BY COMPLETING REGISTRATION FOR A FREE TRIAL AND CLICKING ‘I AGREE,’ THE SUBSCRIBER AUTHORIZES THE COMPANY TO COMMENCE BILLING THE SUBSCRIPTION FEE AUTOMATICALLY AT THE END OF THE TRIAL PERIOD WITHOUT FURTHER NOTICE.

5.2  Monthly Subscription Fee

Following the Trial Period (if applicable) or upon registration for a paid subscription, the Subscriber shall pay the Subscription Fee for each Building on a monthly basis. Fees are billed:

  1. on a per-Building basis, with a separate monthly Subscription Fee applicable to each Building registered in the Service;
  2. on the anniversary date of the Subscriber’s subscription for each Building (the “Billing Anniversary Date”); and
  3. by automatic charge to the Subscriber’s designated payment method on file.

5.3  No Annual Prepay

The Company does not currently offer annual prepayment options. All subscriptions are billed on a month-to-month basis only.

5.4  Fee Changes

The Company may change the Subscription Fee at any time upon no less than thirty (30) days’ prior written notice to the Subscriber. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new Subscription Fee. If the Subscriber does not accept the new fee, the Subscriber must cancel the Service in accordance with Section 9 before the new fee takes effect.

5.5  Taxes

All Subscription Fees are exclusive of applicable taxes, including without limitation federal Goods and Services Tax (GST), British Columbia Provincial Sales Tax (PST), Ontario Retail Sales Tax (if applicable), and Harmonized Sales Tax (HST), as applicable. The Subscriber is responsible for paying all applicable taxes in addition to the Subscription Fee.

5.6  Payment Failure

If the Subscriber’s payment method is declined or a payment is not received by the Billing Anniversary Date, the Company may:

  1. suspend access to the Service until outstanding amounts are paid in full;
  2. charge late payment interest at the rate of 1.5% per month (18% per annum) on overdue balances; and/or
  3. terminate the Subscriber’s account in accordance with Section 9.2.

 

6.  DATA, PRIVACY, AND SECURITY

6.1  Data Ownership

As between the Subscriber and the Company, the Subscriber retains all ownership rights in and to the Content it uploads or generates through the Service. The Company does not claim any ownership of the Subscriber’s Content.

6.2  License to Host and Process Content

The Subscriber grants the Company a limited, non-exclusive, royalty-free license to host, store, copy, process, transmit, and otherwise use the Content solely as necessary to provide and improve the Service, to comply with applicable law, and as otherwise permitted by this Agreement.

6.3  Canadian Data Hosting

All Content, including Personal Information collected through the Service, is stored on servers located exclusively in Canada. The Company does not transfer or replicate Content to servers outside Canada, except as described in Section 4.4 (Public LLM Processing — Subscriber Election), and only upon the Subscriber’s explicit enabling of Public LLM features.

6.4  Personal Information of Residents and Owners

The Subscriber acknowledges that the Service is designed to store Personal Information relating to strata lot owners, condominium unit owners, co-operative members, and residents, including without limitation names, unit numbers, postal addresses, email addresses, and contact telephone numbers. The Subscriber represents and warrants that:

  1. it has collected such Personal Information in compliance with applicable law;
  2. it has obtained any required consents for the storage and processing of such Personal Information through the Service; and
  3. it is and shall remain the “organization” responsible for the Personal Information within the meaning of PIPEDA and, where applicable, BC PIPA, and the Company acts as a service provider processing such information on the Subscriber’s behalf.

Individual residents and owners whose Personal Information is stored in the Service have the right, under PIPEDA and applicable provincial privacy legislation, to request access to, and correction of, their Personal Information. The Subscriber is responsible for facilitating such requests from its residents and owners. The Company will cooperate with the Subscriber in responding to such access or correction requests.

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

6.4(d)  Ontario Privacy Framework. Ontario Subscribers are advised that Ontario does not have a substantially-similar provincial private-sector privacy law. Accordingly, PIPEDA applies directly and exclusively to the collection, use, and disclosure of Personal Information by Ontario-based Subscribers in the course of commercial activities. References to BC PIPA in this Agreement do not apply to Ontario Subscribers. Ontario condominium corporations that do not conduct “commercial activities” within the meaning of PIPEDA should seek independent legal advice regarding the applicability of PIPEDA to their specific circumstances.

6.5  Privacy Compliance — Privacy Officer

The Company is committed to handling Personal Information in compliance with PIPEDA and, where applicable, BC PIPA. The Company has designated a Privacy Officer responsible for overseeing compliance with applicable privacy legislation. The Company’s Privacy Officer may be contacted at privacy@asccreative.com. The Company’s Privacy Policy, as published at meetinggenius.ca/privacy and updated from time to time, forms part of this Agreement and governs the Company’s collection, use, and disclosure of Personal Information in connection with the Service.

6.6  Data Retention Following Termination

Upon termination or expiry of this Agreement for any reason:

  1. the Subscriber acknowledges that applicable legislation may require that meeting records and related documents be retained for a minimum statutory period after termination of the Service;
  2. for BC Subscribers, the BC Strata Property Act, S.B.C. 1998, c. 43 requires retention of strata records including meeting minutes for a minimum of seven (7) years;
  3. for Ontario Subscribers, the Ontario Condo Act, s. 55(2) requires retention of financial records for at least six (6) years and other prescribed records for the prescribed period set out in Ontario Regulation 48/01 — the Subscriber is responsible for ensuring its independent compliance with these retention obligations;
  4. the Company will retain the Subscriber’s Content in a read-only, non-active state for a minimum of seven (7) years following the date of termination, or for such longer period as may be required by applicable law;
  5. during the retention period, the Subscriber may request a data export of its Content by contacting the Company at support@asccreative.com; and
  6. after the applicable retention period has expired, the Company may permanently delete the Subscriber’s Content from its systems upon thirty (30) days’ prior notice.

6.7  Security

The Company employs commercially reasonable technical and organizational measures to protect Content and Personal Information against unauthorized access, use, disclosure, or destruction. These measures include encryption of data in transit and at rest, access controls, and secure authentication mechanisms. However, the Subscriber acknowledges that no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security.

 

6A.  DATA BREACH NOTIFICATION

6A.1  Company Notification Obligations

In the event that the Company discovers or is notified of a Security Incident affecting the Subscriber’s Personal Information or Content, the Company will:

  1. notify the Subscriber in writing as soon as reasonably practicable and, where feasible, within seventy-two (72) hours of the Company discovering the Security Incident;
  2. provide the Subscriber with a description of the nature of the Security Incident, the categories and approximate number of individuals affected, the likely consequences of the Security Incident, and the measures taken or proposed to be taken to address it;
  3. take commercially reasonable steps to investigate, contain, and remediate the Security Incident; and
  4. cooperate with the Subscriber and, where required by applicable law, with the Office of the Information and Privacy Commissioner for British Columbia, the Office of the Privacy Commissioner of Canada, or other applicable regulatory authorities.

6A.2  Subscriber Notification Obligations

The Subscriber acknowledges that it may have independent legal obligations under PIPEDA, BC PIPA, or other applicable legislation to notify affected individuals and regulators of a Security Incident involving their Personal Information. The Company’s notification to the Subscriber does not relieve the Subscriber of any such independent obligations. The Subscriber is responsible for determining and fulfilling its own notification obligations under applicable law.

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

6A.2(a) Ontario Subscribers — PIPEDA Breach Obligations. Ontario Subscribers are subject to PIPEDA’s mandatory breach notification requirements directly. Under PIPEDA, if a Security Incident poses a real risk of significant harm to an individual, the Subscriber must notify the Office of the Privacy Commissioner of Canada and affected individuals as soon as feasible. The Company will provide the Subscriber with sufficient information to enable the Subscriber to meet its PIPEDA notification obligations within the statutory timeframes.

6A.3  Privacy Commissioner Complaints

Nothing in this Agreement limits or restricts the right of the Subscriber or any individual to make a complaint to the Office of the Information and Privacy Commissioner for British Columbia or the Office of the Privacy Commissioner of Canada regarding the Company’s privacy practices.

 

7.  INTELLECTUAL PROPERTY

7.1  The Company retains all Intellectual Property Rights in and to the Service, including its underlying software, algorithms, AI models, user interface designs, GeniusWords™ technology, and all related documentation. Nothing in this Agreement transfers any ownership of the Company’s Intellectual Property Rights to the Subscriber.

7.2  The Subscriber retains all Intellectual Property Rights in its Content. The Subscriber grants the Company only the limited license described in Section 6.2.

7.3  If the Subscriber provides the Company with feedback, suggestions, or recommendations regarding the Service (“Feedback”), the Subscriber grants the Company a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such Feedback into the Service without restriction or obligation to the Subscriber.

 

8.  WARRANTIES AND DISCLAIMERS

8.1  The Company warrants that it will provide the Service in a professional and workmanlike manner consistent with reasonable industry standards and that the Service will perform materially in accordance with its published documentation during the Subscription Term.

8.2  EXCEPT AS EXPRESSLY SET OUT IN SECTION 8.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS:

  1. ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
  2. ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
  3. ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED CONTENT, INCLUDING WITHOUT LIMITATION MEETING MINUTES, TASK SUGGESTIONS, REGULATORY REFERENCES, REPAIR ROUTING DECISIONS, OR COST ESTIMATES; AND
  4. ANY WARRANTY THAT THE SERVICE MEETS THE SUBSCRIBER’S LEGAL OR REGULATORY COMPLIANCE OBLIGATIONS.

8.3  THE SUBSCRIBER IS SOLELY RESPONSIBLE FOR ENSURING THAT ITS USE OF THE SERVICE AND ALL OUTPUTS GENERATED THROUGH THE SERVICE COMPLY WITH APPLICABLE LAW, INCLUDING THE BC STRATA PROPERTY ACT, THE ONTARIO CONDO ACT, AND ANY OTHER APPLICABLE LEGISLATION IN THE SUBSCRIBER’S JURISDICTION.

8.4  Governance Records Certification. The Subscriber is solely responsible for ensuring that any AI-assisted Governance Records are reviewed, approved, and certified by an authorized officer of the Subscriber before being distributed, filed, or relied upon as official strata, condominium, or co-operative records. The Company is not responsible for the legal validity or accuracy of records that have not been reviewed and certified by the Subscriber’s authorized officer.

 

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

8.4(a)  Ontario Condominium Act Compliance. Ontario Subscribers acknowledge that the Ontario Condo Act, s. 55 and Ontario Regulation 48/01 impose mandatory record-keeping obligations on condominium corporations, including the obligation to keep and provide copies of meeting minutes. The Service is designed to assist with meeting minute preparation but does not guarantee compliance with the Ontario Condo Act or the standards applied by the CAT. The Subscriber is solely responsible for ensuring that its Governance Records, including all AI-assisted records, meet all applicable legal requirements and CAT adequacy standards before distribution to unit owners or other parties entitled to receive them.

 

9.  TERM AND TERMINATION

9.1  Term

This Agreement commences on the Effective Date and continues on a month-to-month basis until terminated in accordance with this Section 9.

9.2  Termination by Subscriber

The Subscriber may terminate this Agreement (or any individual Building subscription) at any time by providing at least fifteen (15) calendar days’ prior written notice to the Company before the next Billing Anniversary Date. If notice is received less than fifteen (15) days before the next Billing Anniversary Date, the termination shall take effect at the end of the following billing month. The Subscriber shall remain liable for all Subscription Fees accrued and payable through the effective date of termination. No refunds shall be issued for any unused portion of a billing month.

9.3  Termination by the Company

The Company may terminate this Agreement or suspend the Subscriber’s access to the Service:

  1. immediately, if the Subscriber breaches any material term of this Agreement and fails to remedy such breach within ten (10) days of written notice from the Company;
  2. immediately, if the Subscriber engages in conduct that the Company reasonably determines to be fraudulent, abusive, or harmful to the Service or other subscribers;
  3. upon thirty (30) days’ prior written notice, for any reason at the Company’s discretion, provided that a pro-rated refund shall be issued for prepaid fees corresponding to the period after termination. 

9.4  Effect of Termination

Upon termination of this Agreement:

  1. the Subscriber’s license to access and use the Service shall immediately cease;
  2. the Company shall retain the Subscriber’s Content in accordance with Section 6.6; and
  3. all payment obligations accrued prior to the effective date of termination shall survive termination.

 

10.  LIMITATION OF LIABILITY

10.1  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW (INCLUDING THE LAWS OF BRITISH COLUMBIA AND ONTARIO), IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO THE SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2  THE COMPANY’S TOTAL CUMULATIVE LIABILITY TO THE SUBSCRIBER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE SUBSCRIBER TO THE COMPANY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3  Notwithstanding Sections 10.1 and 10.2, the limitations and exclusions of liability in this Section 10 do not apply to:

  1. fraud or fraudulent misrepresentation by the Company;
  2. gross negligence or wilful misconduct by the Company;
  3. death or personal injury caused by the Company’s negligence; or
  4. any other liability that cannot be excluded or limited by applicable law, including without limitation any liability arising under PIPEDA, BC PIPA, or the Ontario Condo Act that is not subject to contractual limitation.

10.4  The limitations in this Section 10 shall apply even if any limited remedy set forth in this Agreement is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the Company’s liability shall be limited to the fullest extent permitted by applicable law.

 

11.  INDEMNIFICATION

11.1  The Subscriber shall defend, indemnify, and hold harmless the Company and its directors, officers, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  1. the Subscriber’s use of the Service in breach of this Agreement or applicable law;
  2. the Subscriber’s Content, including any claim that such Content infringes the Intellectual Property Rights or privacy rights of any third party;
  3. the Subscriber’s election to enable Public LLM processing and any resulting transmission of Content to third-party AI providers;
  4. the Subscriber’s failure to obtain required consents in connection with Personal Information uploaded to or processed through the Service;
  5. the Subscriber’s failure to review, verify, and approve AI-generated outputs prior to acting upon or distributing them; or
  6. any CAT proceeding, order, or sanction arising from the Subscriber’s use of the Service, including without limitation any finding that the Subscriber’s AI-assisted Governance Records are inadequate under the Ontario Condo Act.

 

12.  DISPUTE RESOLUTION

12.1  Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (a “Dispute”), the parties shall first attempt to resolve the Dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party describing the Dispute in reasonable detail. The parties shall negotiate in good faith for a period of not less than twenty (20) business days following delivery of such notice (the “Negotiation Period”). 

12.2  Mediation

If the Dispute is not resolved through negotiation within the Negotiation Period, either party may refer the Dispute to non-binding mediation administered by the Mediate BC Society, the ADR Institute of Ontario, or such other accredited mediation service as the parties may agree in writing. The costs of mediation shall be shared equally between the parties unless the mediator directs otherwise. The mediation shall be conducted by video conference or, at the parties’ agreement, in person in Victoria or Vancouver, British Columbia, or Toronto or Ottawa, Ontario. The parties shall participate in mediation in good faith for a period of not less than thirty (30) days before commencing any court proceedings (the “Mediation Period”), unless interim or injunctive relief is required.

Notwithstanding the foregoing, if the Dispute involves an amount of less than Five Thousand Canadian Dollars ($5,000 CAD), either party may proceed directly to the applicable small claims or online dispute resolution tribunal — the BC Civil Resolution Tribunal for BC Subscribers, or the Small Claims Court of Ontario or the CAT (for condominium-related disputes within its jurisdiction) for Ontario Subscribers — without first undertaking the negotiation or mediation process described in Sections 12.1 and 12.2.

12.3  Litigation

If the Dispute is not resolved through mediation within the Mediation Period, either party may pursue its legal remedies in the courts of the Province of British Columbia, Canada, or, at the election of an Ontario Subscriber, the courts of the Province of Ontario, Canada.

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

12.3(a)  Ontario Subscribers — Court Jurisdiction. Ontario Subscribers may elect to bring any Dispute before the courts of the Province of Ontario. Where an Ontario Subscriber makes such election in writing at the time of commencing proceedings, the Company irrevocably submits to the non-exclusive jurisdiction of the Ontario courts for the resolution of that Dispute. Ontario Subscribers also retain the right to bring disputes within the jurisdiction of the Condominium Authority Tribunal directly before that tribunal without first completing the negotiation or mediation process set out in Sections 12.1 and 12.2.

12.4  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

ONTARIO SUBSCRIBERS — ADDITIONAL PROVISIONS:

12.4(a)  Ontario Subscribers — Governing Law. Where an Ontario Subscriber elects to bring a Dispute before the courts of Ontario under Section 12.3A, that Dispute shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. For all other purposes, the governing law remains the laws of the Province of British Columbia as set out in Section 12.4.

12.5  Injunctive Relief

Notwithstanding the foregoing, either party may seek interim injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation process, where necessary to prevent irreparable harm, protect Intellectual Property Rights, or protect confidential information.

12.6  Privacy Commissioner Complaints

Nothing in this Agreement limits or restricts the right of the Subscriber, any Authorized User, or any individual whose Personal Information is stored in the Service to make a complaint to the Office of the Information and Privacy Commissioner for British Columbia or the Office of the Privacy Commissioner of Canada. Such regulatory complaint rights exist independently of and are not subject to the dispute resolution process in this Section 12.

 

13.  ELECTRONIC ACCEPTANCE AND RECORD OF AGREEMENT

13.1  This Agreement is formed electronically. Acceptance requires the Subscriber to click the “I Agree” or “Accept Terms” button presented during the online registration process, after having had the opportunity to review the full text of this Agreement. Clicking that button constitutes the Subscriber’s valid and binding electronic signature for the purposes of applicable electronic commerce legislation, including the Electronic Commerce Act, 2000, S.O. 2000, c. 17 (Ontario) and the Electronic Transactions Act, S.B.C. 2001, c. 10 (British Columbia).

13.2  The Company maintains backend records of each acceptance event, including the name or account identifier of the accepting party, the date and time of acceptance, the version of the Agreement accepted, and the IP address from which acceptance was recorded. These records constitute the authoritative evidence of the Subscriber’s acceptance of this Agreement.

13.3  The Company will provide the Subscriber with a copy of this Agreement by email at the time of acceptance, and a current version is always available at meetinggenius.ca/terms.

13.4  When this Agreement is materially amended under Section 14.2, the Company will present the amended terms to the Subscriber through the Service interface and require re-acceptance before the Subscriber may continue using the Service.

 

14.  GENERAL PROVISIONS

14.1  Entire Agreement

This Agreement, together with the Company’s Privacy Policy, Schedule A (Ontario-Specific Provisions), Section 15 (Universal Savings Clauses), and any applicable Order Form or registration confirmation, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and agreements, whether written or oral, relating to such subject matter.

14.2  Amendments

The Company reserves the right to amend this Agreement at any time by publishing the revised Agreement at meetinggenius.ca/terms and providing the Subscriber with at least thirty (30) days’ prior written notice by email to the address on file. For material amendments, the Company will present the updated terms through the Service interface and require re-acceptance before the Subscriber may continue using the Service. The Subscriber’s continued use of the Service after the effective date of any amendment constitutes acceptance of the amended Agreement. If the Subscriber does not accept the amended terms, it must terminate its subscription before the amendment takes effect.

14.3  Assignment

The Subscriber may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may assign this Agreement without the Subscriber’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the Company’s assets, provided the Company gives the Subscriber written notice of such assignment. Any purported assignment in breach of this Section shall be void.

14.4  Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not capable of modification, severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect.

14.5  Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. A waiver is only effective if made in writing and signed by the waiving party.

14.6  Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email. Notices to the Company shall be sent to legal@asccreative.com (or such other address as the Company may designate in writing). Notices to the Subscriber shall be sent to the email address registered in the Subscriber’s account. Notices shall be deemed received upon confirmation of delivery or, if no delivery confirmation is available, twenty-four (24) hours after transmission.

14.7  Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, governmental actions, power failures, or internet infrastructure failures, provided the affected party gives prompt written notice and takes reasonable steps to mitigate the impact.

14.8  Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

14.9  Language

The parties have requested and agreed that this Agreement and all related documents be drafted in the English language. Les parties ont demandé et convenu que le présent accord et tous les documents connexes soient rédigés en langue anglaise.

 

15.  UNIVERSAL SAVINGS CLAUSES — ALL JURISDICTIONS

This Section 15 applies to all Subscribers regardless of their jurisdiction of incorporation or operation, including Subscribers located in Canadian provinces or territories not specifically addressed elsewhere in this Agreement and Subscribers located outside Canada. Where a jurisdiction-specific Schedule exists (such as Schedule A for Ontario Subscribers), that Schedule supplements but does not replace this Section 15.

15.1  Jurisdictional Warranty and Local Law Compliance

The Subscriber represents, warrants, and covenants to the Company that:

  1. it has independently assessed whether any laws, regulations, or regulatory requirements applicable in its jurisdiction apply to its use of the Service, including without limitation privacy laws, data protection laws, condominium or strata management laws, consumer protection laws, and artificial intelligence regulations;
  2. it has obtained all authorizations, consents, licences, and approvals necessary to collect, use, store, and process Personal Information through the Service in compliance with all applicable laws in its jurisdiction;
  3. its use of the Service, including its uploading of Content and its enabling of any AI-assisted features, does not and will not violate any applicable law or regulation in its jurisdiction; and
  4. it will promptly notify the Company in writing if it becomes aware of any law or regulation in its jurisdiction that conflicts with, restricts, or prohibits any aspect of its use of the Service, and will cooperate with the Company to determine a lawful path forward.

The Company makes no representation that the Service is appropriate, lawful, or compliant for use in any jurisdiction outside Canada. Subscribers located outside Canada, or in Canadian provinces not specifically addressed in this Agreement, accept sole responsibility for ensuring their use of the Service complies with all applicable local laws. The Company shall have no liability for any consequence arising from the Subscriber’s failure to conduct such an assessment or to comply with applicable local law.

15.2  Cross-Border Data Transfer Consent and Acknowledgment

The Subscriber acknowledges and expressly agrees that:

  1. all Content and Personal Information uploaded to or processed through the Service is hosted on servers located exclusively in Canada, and is therefore stored and processed under Canadian law, including PIPEDA and, where applicable, BC PIPA;
  2. by registering for and using the Service, the Subscriber provides its free, specific, informed, and unambiguous consent to the transfer of its Content and Personal Information — and the Personal Information of residents and owners whose data the Subscriber has lawfully collected — to Canada for storage and processing in accordance with this Agreement;
  3. the Subscriber is responsible for ensuring that such cross-border transfer of Personal Information to Canada is lawful under the laws of its own jurisdiction, including without limitation obtaining any required consents from individuals, providing required transfer disclosures, and meeting any applicable adequacy, safeguard, or authorization requirements imposed by local law;
  4. where the Subscriber elects to enable Public LLM processing under Section 4.4, Content may be further transferred to third-party AI providers outside Canada. The Subscriber separately consents to such additional transfers on the terms set out in Section 4.4 and acknowledges that those transfers are subject to the Subscriber’s own local law obligations in addition to the terms of this Agreement; and
  5. the Company does not guarantee that Canadian data protection standards meet the specific adequacy or transfer requirements of the Subscriber’s jurisdiction. Subscribers in jurisdictions with strict outbound transfer restrictions (including without limitation member states of the European Union, the United Kingdom, Brazil, India, Japan, South Korea, and similar jurisdictions) should seek independent legal advice before using the Service.

15.3  Mandatory Local Law Savings Clause

15.3.1  Where any provision of this Agreement conflicts with a mandatory provision of the law applicable in the Subscriber’s jurisdiction that cannot be varied, excluded, or modified by contract (“Mandatory Local Law”), that provision of this Agreement is modified to the minimum extent necessary to comply with the Mandatory Local Law, and only with respect to the Subscriber to whom that Mandatory Local Law applies. All other provisions of this Agreement remain in full force and effect.

15.3.2  For greater certainty, this Section 15.3 does not permit the Subscriber to invoke any law of its jurisdiction to:

  1. expand the Company’s liability beyond the caps and limitations set out in Section 10, except to the extent that such expansion is required by a Mandatory Local Law that cannot be waived;
  2. circumvent the governing law, dispute resolution, or jurisdiction clauses in Section 12, except to the extent that a Mandatory Local Law requires a particular forum or governing law;
  3. obtain rights in the Company’s intellectual property beyond those expressly granted in Section 2; or
  4. require the Company to store or process Content outside Canada, except to the extent that a Mandatory Local Law expressly and specifically requires local data residency in the Subscriber’s jurisdiction.

15.3.3  The Company reserves the right to terminate this Agreement on thirty (30) days’ prior written notice if a court, regulator, or arbitral tribunal of competent jurisdiction determines that any Mandatory Local Law makes it impractical or unlawful for the Company to provide the Service to the Subscriber on commercially reasonable terms.

15.4  Consumer Law Savings Clause

15.4.1  To the extent that the Subscriber is an individual consumer (rather than a business, corporation, strata corporation, condominium corporation, or other organization) under the applicable consumer protection legislation of its jurisdiction, nothing in this Agreement excludes, restricts, or modifies any right, guarantee, warranty, or remedy to which that individual is entitled under applicable mandatory consumer protection law that cannot be waived by contract.

15.4.2  Where mandatory consumer protection law requires the Subscriber to have access to courts in its own jurisdiction, or requires that the governing law of this Agreement be the law of the Subscriber’s jurisdiction, the relevant clause of this Agreement is modified or severed to the minimum extent necessary to comply with that requirement, and only with respect to the affected Subscriber.

15.4.3  For clarity, MeetingGenius is designed and marketed as a business-to-business service for property management companies, strata corporations, condominium corporations, co-operative boards, and professional property managers. The Company does not knowingly enter into this Agreement with individual consumers purchasing the Service for personal, household, or family purposes. If the Subscriber is an individual consumer, it should contact the Company at legal@asccreative.com before completing registration.

15.5  Artificial Intelligence Transparency — Universal Baseline

15.5.1  Regardless of the jurisdiction in which the Subscriber operates, the Company commits to the following baseline AI transparency practices with respect to the Service’s AI-assisted features:

  1. Identification of AI features: The Company will clearly identify within the Service which features are AI-assisted, and will maintain up-to-date documentation of AI features at meetinggenius.ca/ai-features or such successor URL;
  2. Human oversight: All AI-generated outputs — including meeting minutes drafts, task suggestions, statutory references, and repair routing recommendations — are presented to Authorized Users as drafts requiring human review and approval before use, consistent with Sections 4.2 and 4.7 of this Agreement;
  3. AI provider disclosure: The Company will maintain a current list of AI providers used in the Service (both Private LLM and Public LLM options) at meetinggenius.ca/ai-providers or such successor URL, and will update that list within thirty (30) days of any material change to the AI providers used;
  4. Regulatory cooperation: Where a law or regulation applicable in the Subscriber’s jurisdiction imposes specific AI transparency, disclosure, impact assessment, or human oversight obligations on the Company as a deployer of AI tools, the Company will cooperate in good faith with the Subscriber and with applicable regulators to satisfy those obligations to the extent commercially reasonable; and
  5. Accuracy limitations: The Company does not represent that its AI-assisted features are free from errors, hallucinations, or inaccuracies. AI outputs reflect the state of the underlying model at the time of generation and may not reflect current law, regulations, or building-specific rules. The Subscriber bears sole responsibility for verifying the accuracy of all AI outputs before reliance.

15.5.2  Where the Subscriber is located in a jurisdiction that has enacted mandatory AI-specific legislation applicable to the Company as a deployer of AI tools (including without limitation the European Union AI Act, or any provincial, state, or national AI statute in force in the Subscriber’s jurisdiction), the Subscriber agrees to notify the Company in writing of any specific compliance obligations it believes apply to the Company’s provision of the Service in that jurisdiction. The Company will assess such obligations in good faith and respond within sixty (60) days. If compliance with such obligations would require the Company to materially alter the Service, incur material additional costs, or cease providing the Service in the relevant jurisdiction, the Company may elect to terminate this Agreement on sixty (60) days’ prior written notice.

 

15.6  Other Canadian Provinces and Territories

15.6.1  Subscribers located in Canadian provinces or territories other than British Columbia and Ontario (including without limitation Alberta, Saskatchewan, Manitoba, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Northwest Territories, Nunavut, and Yukon) are subject to the following provisions in addition to the general terms of this Agreement:

  1. Privacy law: PIPEDA applies to the collection, use, and disclosure of Personal Information in the course of commercial activities by Subscribers in all provinces and territories not covered by a substantially-similar provincial law. Alberta Subscribers are subject to the Personal Information Protection Act (Alberta), S.A. 2003, c. P-6.5, which has been deemed substantially similar to PIPEDA. All other provinces and territories listed in this clause are governed directly by PIPEDA. Regardless of applicable privacy law, the Company’s practices are designed to comply with PIPEDA as a baseline standard;
  2. Governance records: The Subscriber is solely responsible for ensuring that its use of the Service and all Governance Records generated through the Service comply with the applicable condominium, strata, or co-operative legislation in its province or territory. The Company’s seven (7)-year Content retention commitment satisfies or exceeds the minimum records retention periods in all Canadian provinces and territories as of the Effective Date;
  3. Dispute resolution: Subscribers located in Canadian provinces other than BC and Ontario may elect to bring Disputes before the courts of their own province. Where such election is made in writing at the time of commencing proceedings, the governing law of that Dispute shall be the laws of the applicable province and the federal laws of Canada. For all other purposes, the general governing law and dispute resolution provisions of Section 12 apply; and
  4. Regulatory complaints: Subscribers in Alberta may make privacy complaints to the Office of the Information and Privacy Commissioner of Alberta. Subscribers in all other Canadian provinces and territories not specifically addressed in this Agreement may make privacy complaints to the Office of the Privacy Commissioner of Canada.

15.6.2  The Company may, from time to time, publish province-specific supplemental schedules for Canadian provinces and territories not currently addressed in a separate Schedule. Any such supplemental schedule, when published and incorporated by reference into this Agreement, will form part of this Agreement and will supplement the provisions of this Section 15.6 with respect to that province or territory.

 

16.  ACCEPTANCE

By clicking “I Agree” or “Accept Terms” during the registration process, the Subscriber acknowledges that it has read, understood, and agrees to be bound by this End User License Agreement — including all applicable Ontario-specific provisions and the Universal Savings Clauses in Section 15 — as of the Effective Date. The Subscriber confirms that it is of legal age and capacity (or has authority to bind the organization on whose behalf it is registering) to enter into this Agreement.

 

ASC CREATIVE LTD.

Operator of MeetingGenius

British Columbia, Canada

legal@asccreative.com  |  privacy@asccreative.com

meetinggenius.ca

 

Electronic Acceptance — Subscriber (for wet-ink / offline execution only)

Full Legal Name of Subscriber or Organization: ________________________________

Province / Country: ________________________________

Name of Authorized Signatory (if Organization): ________________________________

Title: ________________________________

Date of Acceptance: ________________________________

 

SCHEDULE A

ONTARIO-SPECIFIC PROVISIONS

This Schedule forms part of the MeetingGenius End User License Agreement

Applies to Subscribers whose principal place of business or registered address is in Ontario, Canada

This Schedule A consolidates all Ontario-specific provisions set out in the Agreement for ease of reference. Ontario Subscribers are bound by both the general provisions of the Agreement and the provisions of this Schedule. In the event of any inconsistency between the general provisions and this Schedule, the provisions of this Schedule prevail for Ontario Subscribers.

 

A1.  APPLICABLE LEGISLATION

A1.1  The following legislation applies to Ontario Subscribers in addition to or in place of the legislation referenced in the general body of the Agreement:

(a)  Condominium Act, 1998, S.O. 1998, c. 19, as amended, including Ontario Regulation 48/01 (General), Ontario Regulation 180/17 (Records), and any successor legislation (“Ontario Condo Act”) — governs the creation, administration, and record-keeping obligations of condominium corporations in Ontario;

(b)  Condominium Management Services Act, 2015, S.O. 2015, c. 28, Sched. 2 — governs the licensing and conduct of condominium management providers and managers in Ontario;

(c)  Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”) — the applicable federal private-sector privacy law for Ontario Subscribers, as Ontario does not have a substantially-similar provincial privacy law for the private sector;

(d)  Electronic Commerce Act, 2000, S.O. 2000, c. 17 — governs the formation and enforceability of electronic contracts in Ontario, including this Agreement; and

(e)  Co-operative Corporations Act, R.S.O. 1990, c. C.35 — where the Subscriber is a housing co-operative registered in Ontario.

 

A2.  ONTARIO CONDOMINIUM RECORD-KEEPING OBLIGATIONS

A2.1  The Ontario Condo Act, s. 55 imposes mandatory record-keeping obligations on condominium corporations. Ontario Subscribers that are condominium corporations must maintain the following records, among others:

  1. minutes of all meetings of owners and board meetings;
  2. financial records for at least six (6) years from the end of the last fiscal period to which they relate;
  3. all periodic information certificates and information certificate updates sent to owners in the preceding twelve (12) months, which are classified as “core records” accessible to owners on request; and
  4. all other records prescribed by Ontario Regulation 48/01 for the prescribed retention periods.

A2.2  Meeting minutes from the last twelve (12) months are classified as “core records” under the Ontario Condo Act and Ontario Regulation 180/17, and must be made available to owners who request them within the timeframes set out in the legislation. Minutes from more than twelve (12) months ago are classified as “non-core records” and are subject to different access conditions.

A2.3  The Company’s obligation to retain the Subscriber’s Content for a minimum of seven (7) years following termination of the Service (as set out in Section 6.6) satisfies and exceeds the minimum retention periods applicable to most records under the Ontario Condo Act. However, the Subscriber remains solely responsible for ensuring that its own governance and record-keeping practices independently comply with all obligations under the Ontario Condo Act and applicable regulations.

A2.4  Ontario Subscribers are responsible for ensuring that meeting minutes distributed to unit owners and other persons entitled to receive them under the Ontario Condo Act are distributed within the timeframes required by the Act and applicable regulations. The Company’s Service facilitates the preparation of minutes but does not manage distribution or ensure compliance with statutory distribution timelines.

 

A3.  ONTARIO CONDOMINIUM AUTHORITY TRIBUNAL (CAT)

A3.1  The Condominium Authority Tribunal (CAT) has jurisdiction over certain disputes involving condominium corporations in Ontario, including disputes relating to the adequacy and accuracy of meeting minutes, records requests, and access to records. The CAT has affirmed that meeting minutes must meet a reasonable expectation of accuracy and contain sufficient detail to allow owners to understand how the corporation’s affairs are being managed.

A3.2  The Company’s Service is designed to assist Ontario Subscribers in preparing meeting minutes that satisfy CAT adequacy standards. However, the Company does not guarantee that AI-assisted minutes will be found adequate by the CAT in any particular case. The Subscriber is solely responsible for reviewing, approving, and certifying all AI-assisted minutes before distribution.

A3.3  CAT proceedings are not subject to the dispute resolution process set out in Section 12 of this Agreement. Ontario Subscribers may bring disputes within the CAT’s jurisdiction directly before the CAT without completing the negotiation or mediation process in Sections 12.1 and 12.2.

A3.4  The Company shall not be joined as a party to any CAT proceeding arising from an Ontario Subscriber’s use of the Service. The Subscriber shall indemnify and hold harmless the Company from and against any costs, orders, or sanctions arising from such proceedings, in accordance with Section 11.1.

 

A4.  ONTARIO PRIVACY FRAMEWORK

A4.1  Ontario does not have a substantially-similar provincial private-sector privacy law. PIPEDA applies directly to the collection, use, and disclosure of Personal Information by Ontario-based Subscribers in the course of commercial activities. References to BC PIPA in the general body of the Agreement do not apply to Ontario Subscribers.

A4.2  Ontario condominium corporations that are uncertain whether they conduct “commercial activities” within the meaning of PIPEDA — and therefore whether PIPEDA applies to their own collection and use of owner and resident information — should seek independent legal advice. The Company recommends that all Ontario Subscriber organizations treat PIPEDA as applicable to their operations as a best practice regardless of the technical answer to this question. 

A4.3  Under PIPEDA, the Subscriber has the right to request access to Personal Information held about it by the Company, and to request correction of inaccurate or incomplete information. Such requests should be directed to the Company’s Privacy Officer at privacy@asccreative.com. The Company will respond within thirty (30) days of receiving a written access or correction request.

A4.4  Under PIPEDA’s mandatory breach notification requirements, if a Security Incident involving an Ontario Subscriber’s Personal Information poses a real risk of significant harm to individuals, the Company will notify the Subscriber within seventy-two (72) hours, and the Subscriber may be required to independently notify the Office of the Privacy Commissioner of Canada and affected individuals. The Subscriber is responsible for determining and fulfilling its own notification obligations under PIPEDA.

 

A5.  ONTARIO DISPUTE RESOLUTION

A5.1  Ontario Subscribers may elect to bring any Dispute arising under this Agreement before the courts of the Province of Ontario. Such election must be made in writing at the time of commencing proceedings. Where such election is made, the Company irrevocably submits to the non-exclusive jurisdiction of the Ontario courts for the resolution of that Dispute.

A5.2  For Disputes involving amounts less than $5,000 CAD, Ontario Subscribers may proceed directly to the Small Claims Court of Ontario without first completing the negotiation or mediation process in Sections 12.1 and 12.2.

A5.3  For Disputes involving matters within the CAT’s jurisdiction under the Ontario Condo Act, Ontario Subscribers may bring those matters directly before the CAT without first completing the negotiation or mediation process in Sections 12.1 and 12.2.

A5.4  Where an Ontario Subscriber elects to bring a Dispute before the Ontario courts under Section A5.1, that Dispute shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

A5.5  Ontario Subscribers may use the ADR Institute of Ontario or any other accredited Ontario mediation service as an alternative to Mediate BC Society for the purposes of Section 12.2.

 

A6.  ELECTRONIC COMMERCE — ONTARIO

A6.1  This Agreement is formed electronically in accordance with the Electronic Commerce Act, 2000, S.O. 2000, c. 17 (Ontario). The Subscriber’s affirmative click of the “I Agree” or “Accept Terms” button constitutes a valid electronic signature and creates a binding legal contract under Ontario law.

A6.2  The Company will make this Agreement available in electronic form for the Subscriber’s review and storage in accordance with the Electronic Commerce Act, 2000 (Ontario). A copy of the Agreement will be sent to the Subscriber’s registered email address upon acceptance.