Last Updated: July 4, 2020
Thank you for using Canada Tax Help. Please read these terms of use (the “Terms”) carefully. These terms contain important information about your legal rights, remedies and obligations. By accessing or using the CTH web site of web site services, you agree to comply with and be bound by these terms and all applicable Professionals and regulations.
These terms of use (these “Terms”) constitute a binding agreement (the “Agreement”) between you and Canada Tax Help Corporation (“CTH”, the “Company”, “we”, “us”, or “our”) governing access to and use of the CTH website and web-application at www.canadataxhelp.ca, including any subdomains thereof, and any other websites through which CTH makes its services available (together, the “Website”), including any applicable web, mobile, tablet or other smart-device applications, and application program interfaces (collectively, the "Application") and all associated services (collectively, the "web site services"). The Website, Application and web site services are collectively referred to as the “web site”.
Our collection and use of personal information in connection with your access to and use of the CTH web site is described in our Privacy Policy. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of the CTH Website located at www.canadataxhelp.ca or any part of the rest of the Website or the web site services.
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: our cookie policy; Privacy Policy; and the Default Retainer as applicable to any Professional Services sourced through CTH or provided over the web site. These agreements are collectively, with this Agreement, called the “Terms of Service”.
Subject to the conditions set forth herein, CTH may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the CTH Website. CTH will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the web site, providing notice on the web site. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
You understand that by using the web site or web site services after the effective date, you agree to be bound by the terms of service, including the arbitration provision in section 18 of this agreement (subject to your right to opt out of the arbitration provision as provided in section 18). If you do not accept the terms of service in its entirety, you must not access or use the web site or the CTH services after the effective date except as may be permitted herein.
If you agree to the terms of service on behalf of an organization or professional firm, or in connection with providing or receiving professional services on behalf of an organization or professional firm, you represent and warrant that you have the authority to bind that organization or professional firm to the terms of service and agree that you are binding both you and that organization or professional firm to the terms of service. In that event, “you” and “your” will refer and apply to you and that organization or professional firm.
1. Definitions
2. Scope of web site services
3. CTH Accounts
4. Relationships on the CTH web site
5. Web site and Service Fees & Payment Terms
6. Records of Compliance
7. Warranty, Liability and Release
8. Access to our Website and web site
9. User-Generated Content
10. Terms Specific to Professionals
11. Right to Refuse
12. Non-Circumvention
13. Reviews, Ratings, Comments and Other Content
14. Intellectual Property
15. Feedback
16. Electronic Communications
17. Term and Termination
18. Disputes and Dispute Resolution
19. General
20. Acknowledgement
21. Inquiries
1. Definitions
The following terms are used throughout these Terms and have the specific meaning provided below:
“Application” means, collectively, the CTH Website together with any applicable mobile, tablet, or other smart-device applications and application program interfaces and all associated services;
“Aggregate Information” means information about Users we may collect we collect to create information that is aggregated and anonymized information that cannot be used to identify any natural person or Organization (including a Professional Firm), in order to develop statistics and analytics about our web site and improve the experience for Users on our web site and the delivery of all services through our Website or Application. Though Aggregate Information may be derived from Personal Information, it is not Personal Information because it cannot be used to identify any natural person or Organization;
“Client” means the individual or Organization that requested the Services determined as follows: (i) if the user has requested services for his or herself, then Client means that individual who specifically requested the Services over the web site; (ii) if the Account was created by a representative of an Organization, then the Client means that Organization;
“Code” means the code(s) of ethical or professional conduct applicable to the Professional in the jurisdiction in which Professional Services are provided;
“Default Retainer” means the most recent version of the default limited scope retainer applicable to the provision of Professional Services to a Client by a Professional over our web site on our Website at the following link: www.canadataxhelp.ca/retainer;
“including” or “include(s)” as used herein means including, without limitation;
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the Professionals of any state, province, country, territory or other jurisdiction;
“Job(s)” means an engagement for Professional Services that a Professional provides to a Client under a Professional Services Contract which originated from initial contact or discovery on the web site;
“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
“Professional” means the individual that the Client agreed to work with over the web site based on the Client’s indication to engage such individual through the Application;
“Professional Firm” means the partnership or limited liability partnership, or other Organization, in which a Professional practices, if and as applicable;
“Professional Services” means any professional services contemplated by a scope of work provided by a Professional to a Client, within a Quote or the description of the Professional services, including any amended or supplemented services as may be requested by the Client and agreed to be delivered by the Professional over the web site;
“Professional Services Contract” means an agreement by a Professional to provide Professional Services to a Client pursuant to a Default Retainer, unless otherwise agreed, and wholly or partially on the web site in accordance with the Terms of Service;
“Terms of Service” means the most recent version of the CTH terms of service applicable to the Application as then posted on the Site at the following link: www.canadataxhelp.ca/terms;
“User”, “you”, or “your” refers to the individual that has visited the Website and/or Application and requested the Professional Services over the web site;
“User Content” means any comments, remarks, data, feedback, content, files, documents, text, photographs, images, video, music, or other information that you or any visitor or User post to any part of the web site or provide to the Company, including such information that is posted as a result of questions; and
“web site” or “CTH web site” or “Website” means the CTH website located at www.canadataxhelp.ca and any associated services provided by CTH, including any subdomains thereof, and any other websites through which CTH makes its services available.

2. Scope of web site services
Section 2 discusses what CTH does and does not do when providing the web site and web site services and some of your responsibilities when using the web site to provide or enter into a Professional Services Contract as a Professional or Client, as detailed below.
2.1 Purpose of CTH
CTH is not a professional firm and is not authorized to directly provide Professional Services to Clients. We provide an online source of information, strategic advice and general planning that enables Clients to easily, transparently and conveniently identify and hire skilled Professionals and we make recommendations to Clients as to which Professionals may be suited to assist the Client in their requirements in dealing with tax matters in Canada. You do need not to download or license any CTH software, to advertise, provide or obtain Professional Services over our web site. Our web site provides features to encourage Clients and Professionals to access, communicate and collaborate with each other to buy and sell Professional Services.
Subject to the Terms of Service, CTH provides the web services to Users, including hosting and maintaining the Website, facilitating the formation of Professional Services Contracts, and assisting Users in resolving disputes which may arise in connection with those Professional Services Contracts.
The web site may include general information on commonly encountered Professional issues. At no time does CTH review answers for Professional sufficiency, draw professional conclusions, provide professional advice, opinions or recommendations about your rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. CTH is not a professional firm and may not perform services performed by an lawyer, accountant, bookkeeper or other professional. At no time is a professional relationship fostered or created with CTH. Any information publicly provided on our web site is provided for information and illustrative purposes only and is not a substitute for the advice or services of a professional.
2.2 Relationship with CTH
CTH makes the web site and web site services available to provide information and to enable Professionals and Clients to find and transact directly with each other. CTH may take steps to introduce Professionals to Clients, find projects or matters for Professionals, or find Professionals for Clients. Through the web site and web site services, Professionals may be notified of Clients that may be seeking the Professional Services which a Professional or Professional Firm offers, and Clients may be notified of Professionals that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any project, Client or Professional on their own. If Users decide to enter into a Professional Services Contract, that agreement is directly between the Users and CTH is not a party to that Professional Services Contract.
You acknowledge, agree, and understand that CTH is not a party to the relationship or any Professional dealings directly between Client and Professional. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and Professionality of any User Content; (b) determining the suitability of other Users for a Professional Services Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Professional Services Contract(s); (d) performing Freelancer Services; or (e) paying for Professional Service Contracts or Professional Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Professional Services Contract with another User and for verifying any information about another User, including. CTH does not make any representations about or guarantee the truth, quality, efficacy or accuracy of any Professional’s or Client’s listings or other User Content on the web site; does not verify any feedback or information provided by Users about Professionals or Clients, as applicable; and does not vet or otherwise perform background checks on Professionals or Clients. You acknowledge, agree, and understand that CTH does not, in any way, supervise, direct, control, or evaluate Professionals or their work and is not responsible for any Professional Services, project terms or Professional work product. CTH makes no representations about and does not guarantee, and you agree not to hold CTH responsible for, the quality, safety, or Professionality of Professionals’ Professional Services; the qualifications, background, or identities of Users; the ability of Professionals to deliver Professional Services; the ability of Clients to pay for Professional Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Professional to actually complete a transaction.
You also acknowledge, agree, and understand that Professionals are solely responsible for determining, and have the sole right to determine, which Jobs to accept; the time, place, manner, and means of providing any Professional Services; the type(s) of Professional Services to provide; and the price charged for their Professional Services or how that pricing is determined or set.
Professionals further acknowledge, agree, and understand that: (i) you are not an employee of CTH, and you are not eligible for any of the rights or benefits of employment (including unemployment or workers compensation insurance); (ii) CTH will not have any liability or obligations under or related to any Professional Services Contracts or Professional Services for any acts or omissions by you or other Users; (iii) CTH is unable to and does not, in any way, supervise, direct, or control any Professional or Professional Services; does not impose quality standards or a deadline for completion of any Professional Services; and does not dictate the performance, methods or process a Professional uses to provide Professional Services; (iv) Professionals are free to determine when and if to perform Professional Services, including the days worked and time periods of work, and CTH does not set or have any control over such Professional’s pricing, work hours, work schedules, or work location, nor is CTH involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Professional for a Job; (v) Professionals will be paid at such times and amounts as agreed with a Client in a given Professional Services Contract, and CTH does not, in any way, provide or guarantee Professional a regular salary or any minimum, regular payment; (vi) CTH does not provide Professionals with training or any equipment, labor, tools, or materials related to any Professional Services Contract; and (vii) CTH does not provide the premises at which Professionals will perform any work. Professionals are free to use subcontractors or employees to provide and deliver Professional Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Professional’s subcontractor(s) or employee(s). If a Professional uses subcontractors or employees, Professional further agrees and acknowledges that this paragraph applies to CTH’s relationship, if any, with that Professional’s subcontractors and employees as well and Professional is solely responsible for Professional’s subcontractors and employees.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose except as may be expressly provided in this Agreement, provided, if applicable, that Users comply with the Opt Out provisions described in Section 18.9. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
While we may help facilitate the resolution of disputes, CTH has no control over and does not guarantee (i) the quality, reliability, accuracy, or effectiveness of any Professional Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Professional or third party. CTH does not endorse any Professional or Professional Services. Any references to a Professional being "verified" (or similar language) only indicates that the Professional has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by CTH about any Professional’s ability or quality. You should always exercise due diligence and care when deciding whether to hire a Professional, accept a quote from a Client, or communicate and interact with other Users, whether online or in person.
2.3 Marketplace Feedback and User Content
You hereby acknowledge and agree that Users publish and request CTH to publish on their behalf information on the web site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Professionals or Clients voluntarily submit to CTH and does not constitute and will not be construed as an introduction, endorsement, or recommendation by CTH; we provide such information solely for the convenience of other Users, including clients.
You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the web site and you specifically request that CTH post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the web site. You acknowledge and agree that feedback results for you, including your Professional Ratings and Reviews, wherever referenced, and other User Content highlighted by CTH on the web site or otherwise (“Composite Information”), if any, will include Client comments, Client ratings, indicators of Client satisfaction, and other feedback left exclusively by Clients, but only Clients a Professional has provided Professional Services to over the web site. You further acknowledge and agree that CTH will make Composite Information available to Clients, including composite or compiled feedback. CTH provides its feedback system as a means through which Clients can share their opinions of other Professionals publicly, and CTH does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
CTH does not generally investigate any remarks posted by Clients or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any Professional action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is Professionally actionable or defamatory. CTH is not Professionally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise Professionally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, we reserve the right (but are under no obligation) to remove posted feedback or information that, in our sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with our business interests and the purposes of this web site. You acknowledge and agree that you will notify us of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, we may rely on the accuracy of such information.
3. CTH Accounts
Section 3 discusses what a User must agree to before using the web site or web site services and the different types of accounts that can be created by CTH, as detailed in this section.
3.1 Registration and Acceptance
When you use the web site or web site services, when you engage CTH, or by clicking to accept the Terms of Service when prompted on the web site, you agree to abide by this Agreement and the other Terms of Service, as applicable.
To access and use certain portions of the web site and the web site services, you may be asked to register for an Account. Subject to these Terms of Use, certain portions of the Website are available to Website visitors, including those portions before your Account registration is accepted. We reserve the right to decline a registration to join CTH or to add an Account type as a Client or Professional, for any reason, including supply and demand, cost to maintain data, or other business considerations. We expressly disclaim any obligation to provide you with reasons if we decline to register your Account.
If you create an Account as an employee or agent on behalf of an organization, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the Organization.
3.2 Account Types
There are two different Account types: Professionals and Clients. Once you register for one Account type, you will not be able to add the other Account type under the same email address. A User may only be either a Professional or Client on our web site. For example, if you already have a Professional Account (defined below), you cannot add a Client Account as a separate account type in settings without re-registering. The Professional would have to create a new Account with a different email address to be a Client with CTH. You agree not to have or register for more than one Account without express written permission from CTH. CTH reserves the right to revoke the privileges of the Account or access to or use of the web site or web site services, and those of any and all linked Accounts without warning if, in its sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
i. Client Accounts
An individual or an Organization may register for an Account or add an Account type to use the web site and web site services as a Client (a “Client Account”). Only one User may be associated with a Client Account. However, any member of the Organization (a “Team Member”) may access the Client Account and has permission to act on behalf of the Client Account.

ii. Professional Accounts
You can register for an Account to use the web site and web site services as a Professional (a “Professional Account”). A Professional can register an Account individually, if a sole proprietor, or as a member of a Professional Firm, regardless of whether such Professional is a partner of such Professional Firm. All Professional Accounts are subject to strict eligibility and qualification accounts as set out in this Agreement. If CTH at any time becomes aware that a Professional is practicing unauthorized or otherwise not in compliance with applicable Professional standards, guidelines or licensing, CTH reserves the right to periodically or permanently remove your account from our web site.
3.3 Account Eligibility
CTH offers the web site and web site services as a means for consumers and businesses to transparently and conveniently connect with Professionals to obtain Professional Services. Creating an Account to use our web site is subject to the following eligibility restrictions.
i. Client Accounts
To register for a Client Account or use the web site and web site services as a Client, you must, and hereby represent that you: (a) are an individual or your have or are an employee or agent of and authorized to act for an Organization; (b) will use the web site and web site services for your or your Organization’s legitimate Professional affairs; (c) will comply with any licensing, registration, or other requirements personally or with respect to the Organization for which you are acting as you obtain Professional Services; and (d) are a Professional entity or an individual 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and can form Professionally binding contracts.
ii. Professional Accounts
To register for a Professional Account or use the web site and web site services as a Professional, you must be, and hereby represent and warrant that you: (a) are currently qualified and licensed as a Professional in at least one jurisdiction of Canada under applicable provincial or territorial legislation; (b) are a member in good standing of a provincial or territorial bar association or Professional society; (c) will comply with any licensing, registration, or other requirements personally or with respect to the Organization for which you are acting as you provide Professional Services, including but not limited to compliance with the Code of Conduct applicable to you in all material respects; (d) are a member of a Professional Firm or authorized to carry on business; (e) either you or your Professional Firm in which you practice are covered under a policy of professional negligence and errors and omissions insurance, and have all required insurance coverage under the Code of Conduct or other applicable rules or legislation applicable to you or your Professional Firm.
3.4 Account Profiles
To register for an Account to join the web site, you may be asked to complete a User profile (“Profile”). If you create a Professional Account, you consent to your profile be shown to other Users and the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the web site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity, qualifications or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. If you do provide any false or misleading information, we reserve the right to revoke your account without advance notice.
3.5 Account Permissions
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your Organization (including a Professional Firm). By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that (a) the User is authorized to act on your or the Organization’s behalf; (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account; and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the web site. Upon closure of an Account, we may close any or all related Accounts.
3.6 Identity and Location Verification
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or Professional documents that confirm your identity, your location, and your ability to act on behalf of your Organization with CTH. The requirement for identification and location verification contained in our Terms of Service are to foster an environment of trust and protect the safety, privacy and security of all web site Users.
You hereby authorize CTH, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable Professional. When requested, you must provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or Professional documents.
3.7 Usernames and Passwords
When you register for an Account, you may be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. We will assume that any person using the web site with your username and password, either is you or is deemed to be authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

4. Relationships on the CTH web site
Section 4 discusses the relationship you may decide to enter into with another User on the CTH web site, including Professional Services Contracts between Professionals and Clients.
4.1 Professional Services on the web site
When a Client decides to engage a Professional to obtain Professional Services, a contractual relationship is created directly between the Client and Professional (or Professional Firm). The Professional Services Contract created when a Client hires a Professional on the web site or custom Quote shall be governed either by the Default Retainer, unless the Professional provides an alternate retainer. The Client and Professional have complete discretion both with regard to whether to enter into a Professional Services Contract with each other and with regard to the terms of any such contract, including the retainer agreement.
With respect to any Professional Services Contract, Clients and Professionals may enter into any written agreements that they deem appropriate provided that any such agreements do not conflict with, narrow, or expand the CTH’s rights and obligations under the Terms of Service.
You acknowledge, agree, and understand that CTH is not a party to any Professional Services Contract, that the formation of a Professional Services Contract between Users will not, under any circumstance, create an employment or other service relationship between CTH and any Professional.
4.2 Default Retainers
Unless the terms of engagement for Professional Services are varied by the Client and Professional, the Default Retainer shall apply to the professional-client relationship created. The Default Retainer is provided as a default only and may not be appropriate or permitted in all jurisdictions or for all Professional Services Contracts. Users are responsible for complying with any local requirements of applicable Professional. We do not assume any responsibility for any consequence of using the Default Retainer. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore all Professionals should consider their local jurisdiction and Code. CTH expressly disclaims any and all liability with respect to actions or omissions based on the Default Retainer.
4.3 Confidential and Privileged information
Professionals are obligated to keep all Client and prospective Client information confidential under the professional Code between them. The interactions on the web site between Clients and Professionals is not intended to and will not affect the confidential and privileged nature of any Professional advice or communications. CTH is not a party to any Professional Services Contract between the Professional and Client and therefore not privy to direct communication between the Users. The Company has a common interest with the Users of the web site to protect the confidential and privileged status of any information or advice provided over the web site. We intend to maintain the confidential and privileged status of communications within a Professional-Client relationship to the fullest extent permitted under applicable Professional. The fact that the Company may maintain confidential information, directly or indirectly, in a database maintained by the Company or a third-party provider, or the ability of the Company to create Aggregate Information or Composite Information about Users shall not constitute the waiver of any privilege inherent in a Professional-Client relationship.
If and to the extent that the Users do not articulate any different agreement, then they agree that the applicable provisions of the Default Retainer will apply to all communications on the web site. Professional agree to abide by all applicable Professional, including their professional Code, with respect to the confidentiality of Client communications. Professionals agree they will treat information received from a prospective Client whom they interact with but are ultimately not hired by confidentially as required by the professional Code(s). Clients acknowledge that Professionals will be required to maintain certain communication for periods required by applicable Professional. If a Professional fails to uphold their obligation with respect to the protection of confidential information, CTH reserves the right to temporarily suspend or permanently delete the Professional’s Account and seem any other remedy which may be available under applicable Professional.
4.4 Third Party Beneficiaries
It is the intent of CTH and Users who are Party to this Agreement that Users who have entered into Professional Services Contracts and who disclose or receive confidential or privileged information to another User are third-party beneficiaries of this Agreement with respect to this Section.
4.5 Disputes
For disputes arising between Clients and Professionals, Users agree to abide by the dispute process contained in these Terms in the Arbitration Provision, and to attempt to informally resolve any dispute first. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that CTH will not and is not obligated to provide any dispute assistance beyond what is provided in these Terms.
If a Professional or Client intends to obtain an order from any arbitrator or any court that might directly involve the Professional rights or obligations of CTH or our, that party will (a) give us at least ten business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting the Company, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
5. Web Site and Service Fees & Payment Terms
This Section 5 describes what service and administration fees you agree to pay to the CTH in exchange for CTH providing the web site and web site services to you and what taxes we may collect, including your agreement to pay fees to Professionals for Professional Services, as detailed below.
CTH may charge fees to Clients ("Client Service Fees") and to Professionals ("Professional Service Fees") (collectively, "Service Fees") in consideration for the use of the CTH web site, marketing, promotion and generally assisting and facilitating Clients in resolving their tax matters. More information about when Service Fees apply and how they are calculated are provided below.

5.1 Payment Agreements
Professionals and Clients are responsible for agreeing to the Professional Fees which the Client will pay the Professional for any Jobs completed over the web site. This may include (i) any Professional Services Contracts where a Professional provides a Client with a Quote specific to a request for a quote from a Client over the web site or (ii) instances where a Client selects a Professional where the Professional has set the Professional Fees applicable to those particular Professional Services.
5.2 Service Fees for Professionals
Professionals pay CTH Service Fees for the use of the web site, marketing, promotion and other client development services. CTH also charges Service Fees to Professionals in accordance with these terms for using the web site’s communication, invoicing, reporting, dispute resolution and payment services. The Service Fees (to use the web site and web site services) are paid solely by Professional. When a Client pays a Professional for a Project or when funds related to a Project are otherwise released to a Professional, CTH will invoice the Professional for the CTH Service Fees. In order to facilitate the payment process, the Client hereby irrevocably authorizes and instructs the Professional to regularly and promptly provide to CTH a full copy of all billings and invoices provided by the Professional to Client.
5.3 Taxes
Professionals acknowledge and agree that the Professional is solely responsible (a) for all tax liability associated with payments received from Clients through the CTH web site, and that CTH will not withhold any taxes from payments to the Professional (or its Professional Firm); (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by Professional, and that Professional is not covered by or eligible for any insurance from CTH; (c) for determining whether CTH is required by applicable Professional to issue any particular invoices for the Professional Fees and for issuing any invoices so required; (d) for determining whether Professional is required by applicable Professional to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Professional Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if for determining if CTH is required by applicable Professional to withhold any amount of the Professional Fees and for notifying CTH of any such requirement and indemnifying the Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of CTH, Professionals agree to promptly cooperate with CTH and provide copies of the Professional’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Professional is engaging in an independent business as represented to CTH.
5.4 Client Payments and Authorizations
For custom Quotes or Hourly Contracts, CTH or the Professional, as the case may be, will invoice the Client on a Monthly basis and Client will pay invoices consistent with this Agreement. Client becomes obligated to make payment for the Professional Services immediately upon engaging a Professional. For Quotes, the Client is obligated to immediately make payment from the bank account or credit card on file once the Professional has indicated that the Professional Services have been completed.
The Client hereby authorizes CTH to both complete a credit card pre-authorization for any Professional Fees applicable to a Quote when the Client decides to hire or engage a Professional over the web site (a "Pre-Authorization"). The purpose of the Pre-Authorization is to increase trust through the web site and ensure that the Client has adequate funds to pay the indicated Professional Fees and Service Fees upon completion of the Professional Services Contract.
The Client acknowledges and agrees that for both Hourly Contracts or Quotes that failure to decline or dispute an invoice or request for payment is an authorization and instruction to release payment. When Client authorizes the payment of the Professional Fees for a Job on the web site, Client automatically and irrevocably authorizes and instructs CTH to charge the client’s payment method on account for the Professional Fees and Service Fees. When Client approves an invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs CTH to charge Client’s payment method for the Professional Fees.
5.5 Payments to Professionals
Under this Agreement, CTH may disburse funds that are available and payable to a Professional upon completion of a Professional Services Contract and Client authorization to process payment. We will automatically disburse available funds to Professionals within seven days of the Client’s processing of payment for the Professional Services. For Hourly Contracts, Professional Fees become available to Professionals following the expiration of the dispute period and the five-day security period. For Quotes, the Professional Fees become available to Professionals following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by the Professional.
Notwithstanding any other provision of the Terms of Service, and except as prohibited by applicable Professional, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the web site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the web site, we may refuse to process or may hold the disbursement of the Professional Fees and take such other actions with respect to your as we deem appropriate in our sole discretion and in accordance with applicable Professional. Without limiting the foregoing, the Company, in its sole discretion and to the extent permitted by applicable Professional, may also refuse to process or may hold the disbursement of the Professional Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Professional’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Professional Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable Professional. If, after investigation, we determine that the hold on the disbursement of the Professional Fees is no longer necessary, we will release such hold as soon as practicable.
In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable Professional, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Professional Services Contract; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Professional, despite our provision of the web site services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing The Company to (and we will have the right to) charge the applicable account you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your payment method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable Professional, temporarily or permanently revoke your access to the web site and CTH services and close your Account.
5.6 Non-Payment
If Client is in “default”, meaning the Client fails to pay the Professional Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of CTH), we will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable Professional or in such written agreement.
For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Professional Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 21 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by CTH within the time period agreed or, if none, within 21 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by CTH for Professional Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
If Client is in default, CTH may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to web site Professional services, including Client’s authority to use the web site to process any additional payments, enter into Professional Service Contracts, or obtain any additional Professional Services from other Professionals through the Site. However, Client will remain responsible for any amounts that accrue on any open Jobs at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay CTH upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of eighteen (18%) per cent per annum, calculated on the basis of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum interest allowed by law, plus legal fees and other costs of collection to the extent permitted by applicable law.
CTH, at its discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by CTH for Client, make appropriate reports to credit reporting agencies and Professional enforcement authorities, and cooperate with credit reporting agencies and Professional enforcement authorities in any investigation or prosecution.
5.7 No Return of Funds
Client acknowledges and agrees that CTH will charge Client’s designated Payment Method for the Professional Fees incurred as described in this Agreement once CTH charges or debits the Client’s designated Payment Method for the Professional Fees, the charge or debit is non-refundable, except as otherwise required by applicable Professional. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable Professional, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Professional Fees, Service Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that we may dispute or appeal the chargeback and institute collection action against Client and take such other action we deem appropriate.
5.8 Payment Methods
In order to use certain CTH services, Clients and Professionals must provide account information for at least one valid payment method. User hereby authorizes CTH to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other payment method) for the Professional Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable Professional and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
By providing payment method information through the Site or directly to CTH and authorizing payments with the payment method, Client represents, warrants, and covenants that: (a) Client is Professionally authorized to provide such information; (b) Client is Professionally authorized to make payments using the payment method(s); (c) if Client is an employee or agent of an Organization or person that owns the payment method, that Client is authorized by the Organization or person to use the payment method to make payments on the CTH web site; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such payment method(s) or applicable Professional. When Client authorizes a payment using a payment method via the web site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated payment method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s payment method(s), Client is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable Professional or by written agreement with your financial institution, CTH is not liable to any User if we do not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. CTH will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.
6. Records of Compliance
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment Professionals, and (b) provide copies of such records to the Company upon request. Nothing in this subsection requires or will be construed as requiring CTH to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records.
CTH agrees that it will either (i) store, backup, retain, or grant access to any information or data for each Client job or matter for the period request by a Professional to maintain that record under applicable legislation or (ii) provide a Professional with a complete record of its job with the Client following completion of that job as indicated by the Professional.
7. Warranty, Liability and Release
7.1 Warranty Disclaimer
You agree that the web site is intended for information purposes only and that you will not to rely on the website, the web site services, any information on the site or the continuation of the web site for legal, accounting, financial or other purposes whatsoever. The web site and the web site services are provided on and “as is” and an “as available” basis. CTH makes no representations or warranties with regard to the Website, the web site services, work product, or any activities or items related to this Agreement or the Terms of Service. To the maximum extent permitted by applicable Professional, the Company disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 17 (Term and Termination) states user’s sole and exclusive remedy against CTH with respect to any defects, non-conformances, or dissatisfaction.
7.2 Limitation of Liability
CTH is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

• your use of or your inability to use our web site or web site services;
• delays or disruptions in our web site or web site services;
• viruses or other malicious software obtained by accessing, or linking to, our web site or web site services;
• glitches, bugs, errors, or inaccuracies of any kind in our web site or web site services;
• damage to your hardware device from the use of the web site or web site services;
• the content, actions, or inactions of third parties’ use of the web site or web site services;
• a suspension or other action taken with respect to your Account;
• your reliance on the quality, accuracy, or reliability of fee Quotes, Profiles, Ratings, Reviews, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the web site; and
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will CTH, our affiliates, our licensors, or our third-party service providers, as applicable, be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of CTH our affiliates, our licensors, and our third-party service providers to any user for any claim arising out of or in connection with this agreement or the other terms of service will not exceed the lesser of: (a) $2,500; or (b) any fees retained by CTH with respect to professional service contracts on which user was involved as client or professional during the six-month period preceding the date of the claim.
These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this agreement or the other terms of service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some jurisdictions may not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
7.3 Release
This Section discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that CTH is not a party to any Professional Services Contract between Users, you hereby release CTH, our Affiliates, and our respective officers, directors, agents, subsidiaries, partners, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at Professional or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Professional Services provided to Client by a Professional and requests for refunds based upon disputes in connection therewith
To the maximum extent applicable by professional, you hereby waive the protections of any legislation or analogous professional in any other applicable jurisdiction which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.
7.4 Indemnification
This Section discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the web site or web site services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless CTH, our Affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the web site and the web site services by you or your agents, including any payment obligations or default incurred through use of the web site services; (b) any Professional Services Contract entered into by you or your agents, including, but not limited to, the classification of a Professional as an independent contractor; the classification of CTH as an employer or joint employer of Professional; any employment-related claims, including any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable Professional by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
8. Access to our Website and web site
This Section describes when and the conditions under which Users are allowed to access or use the Website. Some visitors to our Website simply visit the publicly available portions of our Website or use the public portions of our web site. If you do not agree to these Terms of Use, you may not visit, use, or access the Website as a User or otherwise and may not click to accept the Terms of Service when prompted on the Site.
We may make access to and use of the CTH web site, or certain areas or features of the web site, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Professional’s engaging and cancellation history. You must register an account (a "CTH Account") to access and use certain features of the CTH web site, responding to Client inquiries for Quotes or hiring a Professional over the web site. If you are registering a CTH Account for a Professional Firm, business, organization or other Professional entity, you represent and warrant that you have the capacity and authority to Professionally bind that entity and grant us all permissions and licenses provided in these Terms.
8.1 Ownership
This web site is owned and operated by Canada Tax Help Corporation. All right, title and interest in and to the materials provided on our web site, including but not limited to information, documents, logos, graphics, sounds and images (the "Materials") are owned either by CTH or by our respective third party authors, developers or vendors ("Third Party Providers"). Except as otherwise expressly provided by CTH, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of our Intellectual Property Rights, whether by estoppel, implication or otherwise. We do not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by CTH. Any rights not expressly granted herein are reserved by the Company.

8.2 Limited Site License
CTH hereby grants you a limited license to access the Website and web site services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.
We strive to keep our Website and the web site services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our web site services. In fact, we might even stop providing certain features without notice.
8.3 Termination of the Limited Site License
CTH may terminate any license it has granted to any Website visitor or User to access the web site and web site services by providing notice, and the termination of such license shall be effective immediately upon CTH providing such notice.
8.4 Permitted Uses
CTH offers the Website and web site services for personal, consumer, household and business purposes. We make the Website and web site services available for Users to find one another, enter into service relationships, make and receive payments, and receive and provide Professional Services. In addition, certain web site services, may be used to obtain, general information and articles that we believe may be of interest to web site visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the web site by us or anyone else. In no event should any content be relied on or construed as tax or Professional advice or otherwise, except if obtained through a Professional Services Contract. You should independently verify the accuracy of any content.
8.5 Prohibited Uses
Users are not permitted to use, encourage, promote, facilitate, instruct or induce others to use, the web site or web site services for any activities that violate any Professional, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
The following are examples of uses that are prohibited on the Site or when using the Site Services:

1. Seeking, offering, promoting, or endorsing any services, content, or activities;
2. Fraudulent or misleading uses or content;
3. expressing an unlawful preference in a job post or Quote or otherwise unlawfully discriminating on a protected basis;
4. posting personal information concerning another person;
5. spamming other Users with requests for Quotes or posting the same job multiple times so that more than one version remains active at a given time;
6. making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
7. requesting or demanding free services, including requesting Professionals to submit work as part of the proposal process for very little or no money;
8. requesting a fee before allowing a User to submit a proposal;
9. attempting to or actually manipulating or misusing the feedback system in any manner whatsoever;
10. duplicating or sharing accounts;
11. selling, trading, or giving an account to another person without CTH’s consent;
12. sharing or soliciting contact information, such as email, phone number in a profile or job post;
13. directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on CTH to recruit Professionals or Clients to join another website or company;
14. conduct or actions that could jeopardize the integrity of or circumvent the web site, web site services or CTH's proprietary information;
15. attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the web site or web site services unless expressly permitted by applicable Professional or the Company; or
16. accessing or using the web site or web site services to build a similar service or application, identify or solicit our Users, or publish any performance or any benchmark test or analysis relating to the web site.

8.6 Enforcement
CTH reserves the right, but does not assume the obligation, to investigate any potential violation of this Section or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the web site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement or the Terms of Service.
8.7 Reporting and Collecting Violations
If you become aware of any violation of the Terms of Service, you must immediately report it to the Company. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of the Terms of Service.
9. User-Generated Content
CTH may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store User Content, such as text, photos, audio, documents, files, video, or other materials and information on or through the CTH web site; and (ii) access and view User Content and any content that CTH itself makes available on or through the CTH web site, including proprietary CTH content and any content licensed or authorized for use by or through CTH from a third party ("Company Content" and together with User Content, "Collective Content").

9.1 Professional Protection and Ownership
The CTH web site, Company Content, and User Content may in its entirety or in part be protected by copyright, trademark, and other laws of Canada and other countries. You acknowledge and agree that the CTH web site and Company Content, including all associated Intellectual Property Rights, are the exclusive property of CTH or its licensors or authorizing third parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the CTH web site, Company Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of CTH used on or in connection with the CTH web site and Company Content are trademarks or registered trademarks of the Company in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the CTH web site, Company Content, or Collective Content are used for identification purposes only and may be the property of their respective owners.
9.2 Restrictions
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the CTH web site or Collective Content, except to the extent you are the Professional owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CTH or its licensors, except for the licenses and rights expressly granted in these Terms, if any.
9.3 Limited License
Subject to your compliance with these Terms, CTH grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the CTH web site and accessible to you, solely for your personal and non-commercial use.
9.4 License to web site
By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the CTH web site, you grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the CTH web site, in any media or web site. Insofar as User Content (including Verified Images) includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection Professionals in accordance with our Privacy Policy. Unless you provide specific consent, we do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.
9.5 Professional Photographs
We may offer Professionals the option of having professional photographers take photographs of the Professional or their Professional Firm, which are made available by the photographer to Professionals to include in their User Profiles with or without a watermark or tag bearing the words "CTH Verified Photo" or similar wording ("Verified Images"). Professionals are responsible for ensuring that you are accurately represented in the Verified Images and you will stop using the Verified Images on our web site if they no longer accurately represent you or any of your Professional Services, if you stop offering the Professional Service featured, or if your CTH Account is terminated or suspended for any reason. You acknowledge and agree that CTH has the right to use any Verified Images in accordance with this section for advertising, marketing or any other business purposes in any media or web site, whether in relation to your services or otherwise, without further notice or compensation to you. Where CTH is not the exclusive owner of Verified Images, by using such Verified Images on or through the CTH web site, you grant us an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing or any other business purposes in any media or web site, whether in relation to your Listing or otherwise, without further notice or compensation to you.
9.6 Content Ownership
You are solely responsible for all User Content that you make available on or through the CTH web site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the CTH web site or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of such User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable Professional or regulation.
We respect copyright laws and CTH expects our Users to do the same. If you believe that any content on the CTH web site infringes copyrights you own, please contact us at help@canadataxhelp.ca.
10. Terms Specific to Professionals
10.1 Prices
Professionals are solely responsible for setting prices for their Quotes and fee descriptions including taxes, taxable and non-taxable disbursements, as applicable, or other charges for the applicable Professional Services. When providing Quotes to Clients, the prices shown must be all inclusive of Professional Fees, disbursements and other charges. Despite the foregoing, Clients and Professionals can always agree to modify the scope of work of the Professional Services Contract if necessary.
10.2 Profile and Listing Placement
The placement and ranking of a Professional’s Profile in search results on the web site may vary and depend on a variety of factors, such as User search parameters and preferences, Professional requirements, price, responsiveness to Client requests, cancellation history, Reviews and Ratings, type of Professional Service, and ease of engaging. More information about the factors can be found on our help center.
10.3 Professional Relationship
When a Client approves your Quote or hires you and you accept or have pre-approved a request by a Client, you are entering into a legally binding agreement with the Client and are required to provide your Professional Services to the Client as described in the Quote or fee description when you are engaged. You also agree to pay the applicable Professional Service Fee and any applicable Taxes. Unless you otherwise provide the Client with your or your Professional Firm’s engagement or retainer agreement, your relationship with the Client will be governed by our Default Retainer.
11. Right to Refuse
You acknowledge that CTH reserves the right to refuse service to anyone and to cancel User access at any time, subject to any restrictions under applicable Professional.
12. Non-Circumvention
This Section 12 discusses your agreement to make and receive payments through CTH for two years from the date you first meet your Client or Professional on the Site, unless you pay a Disintermediation Fee, as detailed below.
12.1 Payments Through the web site
You acknowledge and agree that (a) CTH used a substantial amount of labour and effort to develop our web site to enable Clients to conveniently and transparently hire Professionals online and (b) a substantial portion of the compensation CTH receives for making the web site available to Users is collected through the Service Fees described in these Terms.
CTH is only entitled to a Service Fee when a Professional has been engaged by, performed for or provided services to and billed and has been paid by a Client. Therefore, for the later of (i) 24 months from the time a Professional identifies or is identified by any party through the web site or by or through CTH or (ii) the duration of the Professional Services Contract or Job created through introduction or discovery on the web site or by or through CTH (the “Non-Circumvention Period”), you agree to pay CTH its Service Fee for Professional Services arising directly or indirectly with that Professional or Client or arising out of your relationship with that party facilitated by CTH (the “CTH Relationship”).
For the avoidance of doubt, if you, or the Organization you represent, did not identify and were not identified by another party through the web site, such as if you and another User worked together before meeting on the web site, then the Non-Circumvention Period does not apply. If you use the web site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
You agree not to directly or indirectly circumvent the Service Fee entitlement of CTH. By way of illustration and not in limitation of the foregoing, you agree not to:

1. submit Quotes or solicit Clients identified through the web site to contract, hire, work with, or pay outside the web site;
2. accept Quotes or solicit Professionals identified through the web site to contract, invoice, or receive payment outside the web site;
3. invoice or report on the web site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between the Users; or
4. refer a User you identified on the web site to a third-party who is not a User of the Site for purposes of making or receiving payments off the web site.

You agree to notify CTH immediately if a person suggests to you making or receiving payments outside of the web site in violation of this Section. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CTH by sending an email message to: help@canadataxhelp.ca.
12.2 Circumvention Policy and Fees
Except as provided for in Section 12.3 below, Users represent and warrant, and acknowledge that CTH is relying upon this representation and warranty, they will not circumvent or attempt to circumvent these Terms to in any way attempt to procure or provide Professional Services off of the CTH web site except as provided by these Terms.
If a Client solicits a Professional to take the CTH Relationship off of the web site and make payment for Professional Services other than in accordance with Section 12.1, then the Client agrees to pay a one-time fee (the “Disintermediation Fee”) equal to the greater of: (i) $2,500, or (ii) 50% the amount actually paid by the Client to the Professional for Professional Services for which payment was processed other than through the web site and (iii) 50% of the amount of a Quote provided by a Professional to the Client on the web site, which may be through a custom Quote or the amount of a fee.
If a Professional obtains a request for a Job or is otherwise identified by a Client through the web site, and the Professional solicits the Client to make payment other than in accordance with Section 12.1, to make payment for Professional Services originated through a CTH Relationship, then the Professional agrees to pay a Disintermediation Fee to the Company of $5,000.
12.3 Recruiting from web site
If any Client agrees to hire a Professional as a full-time employee following their introduction to that Professional through the CTH web site, the Client agrees it will pay CTH a recruitment fee equal to the greater of: (i) $5,000 and (ii) 15% of the Professional’s first-year employment compensation.
13. Reviews, Ratings, Comments and Other Content
Within a certain timeframe after obtaining Professional Services, Clients can leave a public review (a “Review”) and submit a star rating (a “Rating”) about the Professional that they worked with. Ratings or Reviews reflect the opinions and experiences of individual Clients and do not reflect the opinion of CTH about any Hand may be incorrect or misleading.
Ratings and Reviews by Clients of Professionals must be truthful, accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 9 (User-Generated Content) and must comply with our policies. As Professional matters are sensitive, any Review and Rating should be solely based on the Client’s experience working with the Professional and not based on the particular outcome of a given situation.
Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Professional. Ratings and Reviews are part of a Professional’s public profile and may also be surfaced elsewhere on the CTH web site (such as the any fee) together with other relevant information such as number of jobs, number of cancellations, average response time and other information.
14. Intellectual Property
14.1 Our Intellectual Property
CTH and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the web site and the web site services. The CTH logos and names are trademarks of CTH and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the web site or connected to web site services may be the trademarks of their respective owners. Nothing in the Terms of Service grants you a right to use any CTH Marks. All images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of CTH. All Site design, text, graphics, the selection and arrangement thereof, Copyright ©, Canada Tax Help Corporation ALL RIGHTS RESERVED.
14.2 Your Intellectual Property
i. Obligation and Indemnification
You are solely responsible for your use of the web site and any content you post on the web site, and that if someone makes a claim against CTH because of your content that you will pay CTH for our fees and expenses, as detailed below:
When you post User Content on the Website or through the web site services or provide CTH with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of User Content, and not CTH, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.
You will indemnify, defend, and hold harmless CTH, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

ii. Your Rights & License to CTH and Website Visitors
By posting content on the web site, you give others certain limited rights to that content.
You retain all ownership rights in any User Content you post on CTH. To the extent permitted by applicable Professional, you also grant CTH and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the web site and CTH’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the web site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable Professional.
14.3 Third Party Intellectual Property
Third parties, including other Users, are responsible for content posted or linked on the Site.
Any information or content expressed or made available by a third party or any other Website visitor or User is that of the respective author(s) or distributor(s) and not of the Company. CTH neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Website by anyone other than our authorized agents acting in their official capacities.
The web site may contain links to third-party websites. The web site may also contain applications that allow you to access third-party websites via our web site. Such third-party websites or applications are owned and operated by the third parties or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the web site is on an “as is” and “as available” basis without any warranty for any purpose.
14.4 Compliance with Intellectual Property Professionals
When accessing the CTH web site, web site services or obtaining Professional Services on our web site, you agree to obey the Professional and you agree to respect the intellectual property rights of others. Your use of the web site and web site services is at all times governed by and subject to Professionals regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party's copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by Professionals regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant Professionals and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your CTH Account.
CTH reserves the right to immediately remove any content, article or materials that have infringed on the rights of CTH or of a third party or that violate intellectual property rights generally. Our policy is to remove such infringing content or materials and investigate such allegations immediately.
14.5 Infringement
If we find that any User has infringed the rights of the Company or of a third party, or otherwise violated any intellectual property Professionals, we may immediately suspend or terminate such User’s access to the web site and any web site services. The Company's will act promptly upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material in question, please provide the Company with notice via email to help@canadataxhelp.ca.
If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the Professional, to post and use the material in your Content, you may send a written notice containing the following information to the Company: (1) your physical or electronic signature; (2) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Calgary, Alberta, and a statement that you will accept service from the person who provided notification of the alleged infringement. If we receive such a notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
15. Feedback
We welcome and encourage our Users to provide feedback, comments, ideas and suggestions about the web site and web site services, including, without limitation, how to make improvements to the our web site and web site services (“Feedback“). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. You may submit Feedback by emailing us, through the “Contact” section of the CTH web site, or by other means of communication. By submitting any Feedback, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place CTH under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. You further acknowledge and agree that, by acceptance of your submission, CTH does not waive any rights to use similar or related ideas, including those known or developed by the Company or obtained from sources other than you.

16. Electronic Communications
In connection with the Terms of Service, you may be entitled to receive certain records from CTH or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the web site and the web site services, you give us permission to provide these records to you electronically instead of in paper form.
17. Term and Termination
17.1 Termination
This Section discusses your and our agreement about when and how long this Agreement will last, when and how either you or CTH can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and CTH expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to help@canadataxhelp.ca. In the event you properly terminate this Agreement, your right to use the web site and web site services is automatically revoked, and your Account will be closed. CTH is not a party to any Professional Services Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Professional Services Contract or Job entered into between Users. If you attempt to terminate this Agreement while having one or more open Jobs, you agree: (a) you hereby instruct CTH to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Jobs have closed on the web site; (c) CTH will continue to perform those Site Services necessary to complete any open Job or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Professional Service Contracts, whichever is later, to CTH for any web site services or such other amounts owed under the Terms of Service and to any Professionals for any Professional Services.
Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the web site or web site services, deny your registration, or permanently revoke your access to the web site and refuse to provide any or all web site services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause Professional liability for you, our Users, or CTH or our Affiliates; may be contrary to the interests of the web site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the web site under the same Account or a different Account or reregister under a new Account without CTH’s prior written consent. If you attempt to use the web site under a different Account, we reserve the right to reclaim available funds in that Account and use an available payment method to pay for any amounts owed by you to the extent permitted by applicable Professional.
You acknowledge and agree that the value, reputation, and goodwill of the web site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Professional Service Contracts with you. You therefore agree as follows:
If CTH decides to temporarily or permanently close your Account, the Company has the right where allowed by law, but not the obligation to: (a) notify other Users that have entered into Professional Service Contracts with you to inform them of your closed account status, (b) provide those Users with a summary of the reasons for your Account closure. You agree that CTH will have no liability arising from or relating to any notice that it may provide to any User regarding closed Account status or the reason(s) for the closure.
17.2 Account Data
Except as otherwise required by Professional, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the web site and that that any closure of your Account may involve deletion of any content stored in your Account for which CTH will have no liability whatsoever. The Company, in its sole discretion and as permitted or required by Professional, may retain some or all of your Account information.
17.3 Survival
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or CTH from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
18. Disputes and Dispute Resolution
Section 18 discusses your agreement with CTH and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
18.1 Disputes between CTH and web site Users
If a dispute arises between you and CTH or our Affiliates, our goal is to resolve the dispute quickly, cost-effectively, and in a friendly manner. Accordingly, unless you opt out as provided in Section 18.9 below, you, CTH, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with CTH (including without limitation any claimed employment with CTH or one of our Affiliates or successors), the termination of your relationship with CTH, or the web site services (in this Section 18 each, a “Claim”) in accordance with this Section 18 (sometimes referred to as the “Arbitration Provision”).
18.2 Scope of Claims
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Professional Services Contract, payments or agreements, any payments or monies you claim are due to you from the Company or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under and all legislated provincial, state or federal claims arising out of or relating to your relationship with CTH or the termination of that relationship.
18.3 Choice of Professional
These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the Professionals of the Province of Alberta.
18.4 Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you agree with the Company to first notify each other of the Claim or potential Claim. You agree to notify CTH of the Claim at by email to help@canadataxhelp.ca, and the Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and the Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or CTH, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and the Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
18.5 Binding Arbitration and Waiver
This Arbitration Provision applies to all Users. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, the Company, and our Affiliates (if applicable) agree to resolve the Claim by final and binding arbitration before a neutral arbitrator selected by the Company instead of a court or jury.
18.6 Scope, Place and Rules of Arbitration Agreement
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with CTH ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement or the Terms of Service. This Arbitration Provision is intended to apply to the resolution of any disputes arising out of or in connection with the Terms of Service that otherwise would be resolved in a provincial or federal court of Professional or before a forum other than arbitration.
Except as otherwise provided herein, arbitration will be conducted in Calgary, Alberta, Canada. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to this Arbitration Provision, and such arbitrations will be conducted in accordance with this Agreement. The applicable. Any dispute regarding the applicability of a particular set of rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and the Company will follow the applicable arbitration rules with respect to arbitration fees. In any arbitration with a Professional, the Professional will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with CTH to make up the difference, if any. In any arbitration in which a User makes a claim under a consumer protection statute, the User will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with CTH to make up the difference, if any. The arbitrator must follow applicable Professional and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 18 unless all parties to that arbitration consent in writing to that amendment.
18.7 Enforcement and Interpretation
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver below of this Arbitration Provision is deemed to be unenforceable, you and CTH agree that this Arbitration Provision will be enforced to the fullest extent permitted by Professional.
18.8 Class Action Waiver
Both you and the Company agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (the “Class Action Waiver”). Notwithstanding any other provision of this Agreement or the applicable arbitration rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and CTH agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, we may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Arbitration Act and seek dismissal of such class or collective actions or claims.
18.9 Opt-Out of Arbitration Provision
You may opt out of the Arbitration Provision contained in this Section 18 by notifying CTH in writing within 30 days of the date you first registered for the web site. To opt out, you must send a written notification to the Company that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. This written notification may be sent to help@canadataxhelp.ca. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 18.9, continuing your relationship with CTH constitutes mutual acceptance of the terms of this Arbitration Provision by you and the Company. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
19. General
19.1 Governing Professional
These Terms will be interpreted in accordance with the Professionals of the Province of Alberta and the federal Professionals of Canada applicable therein, without regard to conflict-of-Professional provisions. Any Professional proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Calgary, Alberta, Canada unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Calgary, Alberta, Canada.
19.2 Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
19.3 Non-Assignability
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. CTH may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice. Your right to terminate this Agreement at any time remains unaffected.
19.4 Waiver
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under Professional.
19.5 No Economic Relationship
No joint venture, partnership, employment, or agency relationship exists between you and CTH as a result of this Agreement or your use of the CTH web site.
19.6 Entire Agreement
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Terms of Service constitute the entire Agreement between CTH and the User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between CTH and you in relation to the access to and use of the CTH web site.
19.7 Modification and Waiver
CTH reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the CTH web site and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Agreement in writing by email to help@canadataxhelp.ca with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the web site will be deemed to constitute acceptance of such revised Terms.
19.8 Prevailing Language
Certain materials our Website and web site, including but not limited to questionnaires, documents, instructions, and filings, are only available in English. The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Canada. In the event of any ambiguity or conflict between translations, if any, the English version is authoritative and controls.
19.9 Application Outside of Canada
The CTH web site is intended to provide information in respect of tax matters in Canada and nothing on this web site has any application to or should be used for any purpose for tax, legal, accounting or other matters, whatsoever, arising outside of Canada.
20. Acknowledgement
By using the CTH web site, web site services or accessing the website site or applications, you acknowledge that you have read these terms of use and agree to be bound by them.
21. Inquiries
By using or accessing the CTH website or using any web site services, you acknowledge and accept that submitting your telephone number or email to us via the website constitutes an inquiry to CTH, and that we may contact you at the number or email submitted even if such number appears in any do not call lists (taking into account inquiry exception time frames as appropriate).
If you have any questions about these Terms please email us at help@canadataxhelp.ca.