Last Updated February 1, 2023
These Terms of Service (the “Terms”) are a binding legal agreement between you and Groove Law. The Terms govern your access to and use of the website at groovelaw.com and, for Clients, the legal services provided by us through the website (collectively the “Service”).
By using the Service or by clicking to accept the Terms, you accept and agree to be bound and comply with these Terms and our privacy policy, found at groovelaw.com/privacy (the “Privacy Policy”).
In these Terms, the following words have the following meanings:
“Client” means the corporation to whom Groove Law has agreed to provide legal services and includes all individuals who are provided a Groove Law account;
“Content” means any text, images, video, audio or other content on the Service;
“Groove Law Parties” means Groove Law, its affiliates and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, successors or assigns;
“legal doc” is a legal document, such as a contract or resolution which Groove Law prepares for you;
“User” means a person who access the Service and includes both Clients and non-Clients;
“User Content’ means any Content which you submit to the Service;
Groove Law makes it easy for startups and other corporations to obtain corporate legal services from a lawyer. To do so, you may request standardized legal docs through the Service. Standardized legal docs are intended to be relatively simple and neutral. They are not appropriate for all circumstances. Your lawyer will advise you if a standardized legal doc is not appropriate for your particular circumstances. However, it is also your obligation to notify your lawyer of any unique facts or complexities in the circumstances.
The provisions under the heading “Client Terms” and “Fees” are specific to Clients. The other provisions in these Terms apply to all Users.
Groove Law’s client is the corporation to whom legal services are being provided. However, for purposes of these Terms the term “Client” also includes any individual with an account. By providing any individual with access to your account, you authorize us to accept instructions from each individual in accordance with their account permissions which you set.
You agree to assist and cooperate fully with Groove Law. You agree to: (a) provide requested information promptly; (b) be available to discuss issues as they arise; and (c) review, comment on and approve draft legal docs.
These Terms apply only to legal services that are delivered through the Groove Law platform. Although Groove Law may agree to provide additional legal services to you, those legal services will be delivered outside of the Groove Law platform and will be subject to a separate engagement agreement.
Groove Law does not hold any fees in trust or as a retainer.
The annual fee to access the Service are set out at groovelaw.com/pricing. The annual fee is paid in advance as a non-refundable fee which provides you with access to the platform.
Fees for legal docs which are not included are displayed on the platform at the time you request the doc. These fees are charged at the time the initial draft is delivered to you. The fees for legal docs are based on a standard requirements. If your requirements are complex or you require substantial modifications to a draft, Groove Law reserves the right to charge you an additional fee, which will be provided to you for your approval before such additional work is done.
You are responsible for reimbursing Groove Law for any disbursement incurred while providing the services to you. Disbursements are out-of-pocket expenses such as government filing fees which are charged when certain documents are filed (e.g. articles of incorporation or amendment, annual returns) and third party search fees (e.g. if a corporate profile needs to be ordered). Disbursements are charged at any time after we incur the expense.
Groove Law may change the fees at any time by providing you with at least 30 days’ notice prior to any fee changes.
All fees are processed by Stripe, Inc., our third party payment processor. You must provide us with valid and current credit card in order to use the Service.
You may terminate the Service at any time by email notice to Groove Law. If you terminate, you will not receive a refund for any fees which you have already paid.
Groove Law may, subject to our professional obligations, terminate the Service at any time by email notice to you, for example, if continuing to act for you would be unethical or if there is a conflict. If Groove Law terminates, the provisions of the previous paragraph will apply, provided that a proportional amount of the annual fee will be issued to you for the balance of the current term.
The security of your personal information is very important to us. Groove Law uses physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
Any username or password chosen by you, or provided to you, must be treated as confidential, and you must not disclose it to any other person or entity. Your account is personal to you and you agree not to provide any other person with access to this Service or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access.
Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Service or to you via email. Any transmission of personal information is at your own risk. Groove Law is not responsible for circumvention of any privacy settings or security measures contained on the Service.
Groove Law reserves the right at any time and from time to time, to disable or terminate your account, any username or password, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms. If Groove Law disables or terminates your account, Groove Law will still comply with any professional obligations owed to you.
The Service and all intellectual property rights in the Service, including the “Groove Law” name and logo, are owned by Groove Law and/or our licensors. Groove Law and our licensors reserve all of our intellectual property rights (which include without limitation all copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
Nothing in these Terms grants you any rights in the Service other than as expressly provided in these Terms or as necessary to enable you to access the Service.
As a condition of your access and use, you agree that you may use the Service only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, you warrant and agree that you will not:
By providing User Content to the Service, you grant us and our affiliates and service providers the right to use, reproduce, modify, create derivate works from and display such material. However, Groove Law will will only use Client’s User Content in a manner which is consistent with Groove Law's professional obligations and Privacy Policy.
By submitting the User Content, you declare and warrant that you own or have the necessary rights to submit the User Content and have the right to grant the licence hereof to Groove Law and Groove Law's affiliates and service providers, and each of their and Groove Law's respective licensees, successors and assigns to the User Content and comply with these Terms. You represent and warrant that all User Content comply with applicable laws and regulations and these Terms.
The Content on any public page of the Service or Content provided generally to Clients is provided for general information purposes only. It does not constitute legal advice or any other advice on which you should rely.
On the other hand, any Content which is provided specifically to your account or specifically to you in connection with our Service, including notes, emails about a legal doc and legal docs, does constitute legal advice upon which you are intended to rely.
Although Groove Law makes reasonable efforts to update the information on the Service, Groove Law makes no representations, warranties or guarantees, whether express or implied, that the general Content on the Service is accurate, complete or up to date. Your use of the Service is at your own risk and, with the exception of any professional obligations owing to you, the Groove Law Parties do not have any responsibility or liability whatsoever for your use of this Service.
This Service may provide links to third-party platforms, including social media platforms. Groove Law makes no representations about any other platform that may be accessed from this Service. If you choose to access any such platforms, you do so at your own risk. Groove Law has no control over the content of any such third-party platforms and accepts no responsibility for such platforms or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
This Service is provided for use only by persons who are seeking legal advice in Ontario. This Service is not intended for use in any other jurisdiction.
To the extent permitted by applicable law, you release and hold harmless the Groove Law Parties from and against any claim, cause of action or demand of any nature whatsoever arising from your use of the Service. For greater certainty, the release does not apply to claims related to the delivery of legal services.
You understand and agree that, with the exception of the delivery of legal services to you, your use of the Service, its Content, and any services or items found or attained through the service is at your own risk. The Service, its Content, and any services or items found or attained through the service are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
With the exception of our delivery of legal services to you, the Groove Law Parties do not make any warranty, representation or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency or availability of the Service or its Contents. Without limiting the foregoing, the Groove Law Parties do not represent or warrant that the Service, its Content, or any services or items found or attained through the service will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our service or the server that makes it available are free of viruses or other harmful components.
To the maximum extent permitted by applicable law, and subject to any liability arising from the delivery of legal services to you, Groove Law excludes all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which Groove Law may otherwise have to you as a result of any error or inaccuracies in any Content, the unavailability of the Service for any reason, and any representation or statement made on the Service.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Groove Law Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including` lawyers’ fees) arising out of or relating to your breach of these Terms.
Groove Law may revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Service. You agree to periodically review these Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these modifications.
These Terms shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to any conflict of law provisions and notwithstanding your domicile, residence or physical location.
The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding which may arise out of, or in connection with, the Service or these Terms. You agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.
Unless otherwise expressly stated in these Terms, all notices from you to Groove Law must be in writing and sent to the email or mailing address below and all notices from Groove Law to you will be displayed on our Service from time to time or sent to you at the email address associated with your account.
If any part of these Terms is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these Terms will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.
You may not assign, sub-license or otherwise transfer any of your rights and obligations in these Terms to any other person.
The Terms and our Privacy Policy constitute the sole and entire agreement between you and Groove Law regarding the Service and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Should you have any questions regarding these Terms, you may contact us at:
Groove Law c/o Burshtein LawGet news, insights and product updates. Unsubscribe at any time.