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MATERIAL LEGAL TECHNOLOGIES INC. (“Material”, “we”, “us” and terms of similar meaning) provide the Services (as defined herein), including access to the Websites subject to these terms and conditions of use (these “Terms”). Throughout these Terms, we will refer to the Material application (available through of Material's websites (collectively, "the Websites") and any additional software we will provide on the Websites, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
Please read through these Terms carefully before using the Websites. By creating a Material Account, downloading, or using the Websites or Services on any platform or device, you agree to be legally bound by these Terms, and all policies, statements and guidelines incorporated by reference in these Terms. If you are creating a Material Account (as defined below) or otherwise using the Services with the intentions of binding a firm or company, (a) you hereby represent and warrant that you have the power and authority to bind such firm or company, and (b) such firm or company shall be deemed to have agreed to these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Website or Services.
Material is an online solution for businesses to perform reporting tasks through an online account (each a “Material Account”) (collectively, the “Services”).
Please refer to the Material Privacy Policy, (the “Privacy Policy”) for information on how Material collects, uses and discloses personally identifiable information from Users of the Services. By using the Websites or our Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
To use the Services, you must register for a Material Account through the Websites. Upon registering a Material Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Websites (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Websites, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to the Websites. Material will not be liable for any loss or damage from your failure to comply with this obligation. You are responsible for all activity on your User Account.
Content provided by users is called “User Content”. User Content is the property of its respective owners (e.g. the user that inputted it). User Content on Material may include background information, and other text, information, images and data uploaded by a user to the Websites. Material’s only right to use that user Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 6 of these Terms. Other than user Content, the Services, the Websites, all Content (including research work product and written memorandums) and any other software used to create and operate the Services is the property of Material or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
Material grants you a revocable, non-exclusive, non-sublicensable license to use the Websites, access the Services and to view the Content available to you through the Services (“License”). Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:
By posting User Content to or through the Services, you (a) grant Material and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content will not violate any rights of or cause injury to any person or entity.
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Websites is encrypted using SSL certificates. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Websites, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability
Except as provided herein, The Websites, the Content and the Services are provided to you on an “as is” basis without warranties from Material of any kind, either express or implied. Material expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Material does not represent or warrant that the services or Content will be accurate, complete, relevant, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Websites, the Content or any portion thereof. While Material attempts to make your access to and use of the Websites safe, Material does not represent or warrant that the Websites or any Content are free of viruses or other harmful components. You use the Services at your own Risk.
You waive and shall not assert any claims or allegations of any nature whatsoever against Material, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services or the Content, including, without limitation, any claims or allegations relating to the relevance of the Services to your client’s matter. You use the Services at your own risk.
Without limitation of the foregoing, neither Material nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services or the Content, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from Material or any other Released Party or accessible via the Websites, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Material, any user, or any other Released Party’s records, programs or services.In no event shall the aggregate liability of Material, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Websites or the Services exceed any amount paid by you for the Services during the three months prior to the date of any claim, if any.You shall defend, indemnify and hold harmless Material and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Services and from the use of the Services by any person to whom you give access to your account.
Notwithstanding any provision of these Terms, Material reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Websites or Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Websites or Content; (c) change, suspend or discontinue any aspect of the Websites or Content; and (d) impose limits on the Websites or Content.
Material reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your registration information, if any, and we will post a notice on the Site. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Websites and the Site, and your continued use of the Websites or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Websites. The Terms will always show the ‘last updated’ date. If you do not agree to any amended Terms, you must stop using the Websites. If you have any questions about the Terms, please email us at the contact address below.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 10 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data, if any. Second, we may post a notice to you in the Account area of the Websites. Third, we may post the notice elsewhere on the Websites or Site. When we post notices on the Websites or Site, we post them in the area of the Websites or Site suitable to the notice. It is your responsibility to periodically review the Websites and Site for notices. Subject to the Privacy Policy, if you send to Material any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Material can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Websites or send them to us.
The Services are controlled by Material and operated by it from its offices in Montreal, Quebec. You and Material both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Material explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Material related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Material. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Quebec. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Montreal, Quebec. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Material and the other Released Parties for your failure to comply with any such laws.
You and Material may terminate these Terms and your use of the Services at any time. When you terminate these Terms, you must cease using the Services immediately. When your account is terminated, any User Content you have uploaded to the Websites may remain on the Websites. The license you grant to us in Section 6 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, any representation or warranty you make in these Terms, shall also survive indefinitely.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Material may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Material, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Material regarding your use of the Websites, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Material regarding your use of the Websites.
This Agreement is available in both French and English language versions. You hereby confirm that you have requested that this Agreement and all related documents be drafted in English, that you have been provided with a French language version of this Agreement and that you have agreed to be bound by the English language version of this Agreement. La présente convention est disponible en français et en anglais. Vous confirmez par la présente que vous avez demandé que la présente convention et tous les documents y étant afférents soient rédigés en anglais, que vous avez reçu une version française de la présente convention et que vous avez accepté d'être lié par la version anglaise de la présente convention.
If you have any questions regarding these Terms or your use of the Websites or Services, please email our privacy officer at bhavish@material.legal.
Updated May 2025
