Terms of Service

Last updated: February 2025

1. Acceptance of Terms

By accessing or using the services provided by RegistryZen Inc. ("RegistryZen," "we," "us," or "our"), including our website, platform, and any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you and RegistryZen. By using our Services, you represent that you have the legal authority to enter into this agreement and to bind any entity on whose behalf you are using the Services.

2. Description of Services

RegistryZen provides registry search, filing, and due diligence services, including but not limited to:

  • Personal Property Security Act (PPSA) searches and registrations across Canadian provinces and territories
  • Uniform Commercial Code (UCC) searches in the United States
  • Corporate profile searches and filings
  • Bankruptcy and insolvency searches
  • Lien searches and registrations
  • Due diligence packages and corporate status reports
  • Related registry and compliance services

We act as an intermediary between you and various government registries and do not guarantee the accuracy, completeness, or timeliness of information obtained from third-party sources.

3. User Accounts and Obligations

To access certain features of the Services, you may be required to create an account. You agree to:

  • Provide accurate, current, and complete information during registration
  • Maintain and promptly update your account information
  • Maintain the security and confidentiality of your login credentials
  • Accept responsibility for all activities that occur under your account
  • Notify us immediately of any unauthorized use of your account
  • Use the Services only for lawful purposes and in compliance with applicable laws
  • Not share your account credentials with third parties

You are solely responsible for ensuring that your use of search results and filed documents complies with all applicable laws and regulations in your jurisdiction.

4. Payment Terms

Fees for Services are as quoted at the time of order or as set forth in your service agreement. Unless otherwise specified:

  • All fees are quoted in Canadian dollars (CAD) unless otherwise indicated
  • Payment is due upon submission of a service request or as otherwise agreed
  • Fees are non-refundable once a search has been initiated or a filing has been submitted
  • Government filing fees and disbursements are passed through at cost
  • We reserve the right to modify our pricing with 30 days' notice
  • Late payments may be subject to interest at the rate of 1.5% per month

For enterprise or volume arrangements, payment terms shall be as specified in your separate service agreement.

5. Intellectual Property

The Services, including all content, features, and functionality (including but not limited to software, text, graphics, logos, and design), are owned by RegistryZen or our licensors and are protected by Canadian and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes. You may not:

  • Copy, modify, or distribute any part of the Services without our written consent
  • Reverse engineer, decompile, or attempt to extract source code
  • Use any automated means to access the Services without authorization
  • Remove or alter any proprietary notices or labels
  • Resell or commercially exploit the Services without authorization

6. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

To the fullest extent permitted by applicable law, RegistryZen disclaims all warranties, including but not limited to:

  • Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
  • Warranties regarding the accuracy, reliability, or completeness of search results or registry information
  • Warranties that the Services will be uninterrupted, timely, secure, or error-free
  • Warranties regarding the results obtained from use of the Services

Information obtained through our Services is sourced from government registries and third parties. We do not guarantee the accuracy of such information, and you should independently verify any information that is material to your decisions.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REGISTRYZEN, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.

Our total aggregate liability for any claims arising out of or relating to these Terms or the Services shall not exceed the total fees paid by you to RegistryZen during the twelve (12) month period immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, our liability will be limited to the greatest extent permitted by applicable law.

8. Indemnification

You agree to indemnify, defend, and hold harmless RegistryZen and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any applicable laws or regulations
  • Your violation of any rights of a third party
  • Any content or information you submit through the Services
  • Any misuse of search results or filed documents

9. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice. Upon termination:

  • Your right to use the Services will immediately cease
  • You remain liable for all fees incurred prior to termination
  • Provisions that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, limitations of liability, and indemnification

You may terminate your account at any time by contacting us. Termination does not entitle you to any refund of fees already paid.

10. Dispute Resolution and Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered in accordance with the Arbitration Act, 1991 (Ontario). The arbitration shall be conducted in Toronto, Ontario, by a single arbitrator.

You agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to the arbitration provisions above, you agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for any legal proceedings.

12. Modifications to Terms

We reserve the right to modify these Terms at any time in our sole discretion. Modified Terms become effective immediately upon posting to our website. It is your responsibility to review these Terms periodically for changes.

Your continued use of the Services after any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

13. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and RegistryZen regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Force Majeure: RegistryZen shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, government actions, internet or telecommunications failures, or third-party service provider outages.

14. Contact Information

If you have any questions about these Terms of Service, please contact us at:

RegistryZen Inc.
Email: legal@registryzen.com
Website: registryzen.com