Terms & Conditions

This Agreement ("Agreement" or "Terms") is entered into by and between 11996789 Canada Inc., operating as CondoVoter, a Canadian Corporation, with its principal office in Canada ("CondoVoter"), and the customer ("Customer" or "you") who accepts these Terms by acknowledgment or through the execution of a Quote, as defined herein. The Customer and CondoVoter are collectively referred to as the "Parties" and individually as a "Party."

WHEREAS CondoVoter offers access to a proprietary online voting software application and virtual meeting platform, including related services (the "Application"), and the Customer desires to obtain such access and services;
NOW THEREFORE, in consideration of the mutual covenants and obligations herein, the Parties agree as follows:

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1. PROVISION OF SERVICES Subject to the terms of this Agreement, CondoVoter shall provide the Customer with access to the Application via internet and/or telephone for the sole purpose of conducting online voting and virtual meetings within the Customer’s organization. CondoVoter shall exercise commercially reasonable efforts in delivering these services.

2. RESTRICTIONS ON USE Customer shall not (a) copy, sublicense, lease, transfer, or resell the Application or its components; (b) use the Application for any purpose other than as set forth herein; (c) use the Application for third parties or within other products; (d) obscure or remove proprietary notices; (e) deep-link into the Application except via designated login pages; or (f) display Application content on any other site.

3. FEES AND PAYMENT TERMS Customer shall pay all fees as set out in the applicable Quote and for any additional services requested thereafter ("Additional Services"), collectively referred to as "Fees." All Fees are exclusive of applicable taxes, payable within ten (10) days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. SUSPENSION CondoVoter may suspend access to the Application and/or related services upon (i) failure to pay Fees or taxes; (ii) breach of any provision herein; (iii) risk of harm to data or users; or (iv) Customer’s indication of discontinued use.

5. TERM These Terms shall become effective upon Customer’s acceptance and shall remain in force unless amended by written agreement of both Parties.

6. MAINTENANCE AND UPDATES CondoVoter may, without notice, update, patch, or upgrade the Application. Third-party virtual meeting software is used as-is without warranty of uptime or suitability.

7. INTELLECTUAL PROPERTY All rights in and to the Application, including derivatives and customizations, remain with CondoVoter or its suppliers. Unauthorized use may result in legal action.

8. RECORD RETENTION Voting reports will be accessible to the Customer for ninety (90) days after vote close or one hundred eighty (180) days after an adjourned meeting. CondoVoter may delete data thereafter.

9. DATA ACCESS CondoVoter shall, upon request and within specified timeframes, provide final reports and certain voting data. Additional custom reporting is subject to a $250 fee per report, plus taxes.

10. BALLOT REMOVAL Ballots may only be removed upon the voter’s written consent and submission of a receipt. A $75 fee per ballot applies.

11. BALLOT PRIVACY Voting in director elections shall remain confidential. Voting data shall not be disclosed.

12. PROXIES Electronic ballots will not be replaced by paper proxies unless voter consent and receipt are provided per Section 10.

13. CANDIDATE RANKING Ranking of candidates will not be supported beyond the number of open positions.

14. CUSTOMER RESPONSIBILITIES Customer shall safeguard access to the Application and act in good faith to prevent misuse.

15. COMPLIANCE Customer shall comply with all applicable laws and shall not use the Application in a manner that harms third parties or CondoVoter's reputation.

16. SECURITY Customer is responsible for its own cybersecurity protections. CondoVoter does not warrant immunity from threats.

17. USER CREDENTIALS Customer is responsible for safeguarding its credentials and notifying CondoVoter of any security breach.

18. SINGLE POINT OF CONTACT Customer shall designate a single point of contact ("SPC") who will be responsible for all communications and data provisioning. CondoVoter will coordinate services exclusively with the SPC.

19. VOTER LISTS Customer must use the CondoVoter-provided format for voter data. Errors arising from formatting issues are Customer’s responsibility.

20. SUPPORT Support is provided via phone or email during regular business hours, excluding statutory holidays.

21. PRINTING AND MAILING Third-party service providers may be engaged for these services. Customer consents to the sharing of data required for such services.

22. INDEMNITY Customer agrees to indemnify and hold harmless CondoVoter and its affiliates from any claims arising out of the Customer’s use of the Application.

23. CONFIDENTIALITY AND PRIVACY Customer information and voting records are treated as confidential. Data will be handled in compliance with applicable Canadian privacy laws.

24. PROFESSIONAL ADVICE CondoVoter does not offer legal or procedural advice. Customer is solely responsible for legal compliance.

25. DISCLAIMER OF WARRANTIES The Application is provided "as is." CondoVoter disclaims all express or implied warranties, including merchantability and fitness for purpose.

26. LIMITATION OF LIABILITY CondoVoter’s liability shall not exceed the Fees paid by the Customer in the twelve (12) months prior to the event giving rise to liability.

27. RELATIONSHIP OF PARTIES Nothing herein creates a partnership or agency relationship. Each Party remains independent.

28. ENFORCEMENT AND REMEDIES CondoVoter may pursue equitable remedies for any breach of its intellectual property rights.

29. NON-WAIVER Failure to enforce any provision does not constitute a waiver.

30. ASSIGNMENT Customer may not assign these Terms without CondoVoter’s written consent.

31. GOVERNING LAW This Agreement shall be governed by the laws of the Province of Ontario.

32. JURISDICTION Exclusive jurisdiction resides with the courts of Ontario, Canada.

33. SEVERABILITY If any provision is deemed invalid, the remainder shall remain in full force.

34. HEADINGS Headings are for reference only and do not affect interpretation.

35. AMENDMENTS These Terms may be amended by CondoVoter upon notice. Continued use of the Application constitutes acceptance of such amendments.

36. CANCELLATION AND TERMINATION FEES 36.1. No Fee: Cancellation within ten (10) days of acceptance and more than forty (40) days before the scheduled meeting incurs no fee. 36.2. Fee: Cancellation after ten (10) days or within forty (40) days of the meeting will incur a fee equal to fifty percent (50%) of the total service fees as outlined in the Quote. Such fee shall be deemed liquidated damages, payable within thirty (30) days of notice. 36.3. Triggering Services include, but are not limited to: (a) Initial consultation; (b) Processing of owner lists; (c) Preparation and issuance of notices, ballots, and other correspondence.

37. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the Parties and supersedes prior discussions or agreements. 37.1. Quorum Guarantee – Eligibility Criteria. To qualify for CondoVoter’s Quorum Guarantee, all of the following conditions must be fully satisfied: (a) The Customer must provide a list of all eligible voters (regardless of their consent or opt-in status), with at least sixty percent (60%) of those voters having valid and deliverable email addresses on file with CondoVoter at the time of notice distribution. (b) The voting period must remain open for no fewer than fourteen (14) consecutive calendar days leading up to the scheduled meeting date.(c) The meeting must legally require the establishment of quorum, either under applicable legislation or the Customer’s governing documents. Eligible meeting types include, but are not limited to: Annual General Meetings (AGMs), Elections for directors, and Meetings related to the approval or amendment of by-laws. (d) Meetings held solely for informational purposes, informal discussions, or any gathering that does not require quorum under applicable laws or governing documents are not eligible for the Quorum Guarantee.(e) Advance voting must be enabled. Meetings that do not allow owners to cast advance votes at least fourteen (14) days prior to the meeting date are ineligible. (f) Quorum will be calculated as follows: For Voting-Only clients: Only valid advance electronic ballots will be included in the quorum count. Attendance at the live meeting (virtual or in-person) will not be considered. For Voting + Virtual Meeting clients where CondoVoter is hosting the meeting: Both valid advance votes and attendance at the live virtual meeting (by voters who did not already vote in advance) will be included in the quorum calculation. For Voting + In-Person Meeting clients or where CondoVoter is not hosting the virtual meeting: Only advance votes will be included in CondoVoter’s quorum reporting. The client is responsible for tabulating any additional attendance-based quorum and determining final quorum results based on their meeting format. (g) A lack of participation at the live meeting will not be interpreted as a failure to meet quorum, provided the quorum threshold is satisfied through the mechanisms outlined above.(h) For clients booking the Voting-Only package: CondoVoter will report only on the number of advance electronic ballots received. It is the responsibility of the client to include live meeting attendance (if applicable) when determining final quorum. These clients remain eligible for the Quorum Guarantee as long as all other conditions in this section are satisfied. (i) The client must provide up-to-date and accurate voter information. If outdated or incorrect data results in reduced participation, the Quorum Guarantee will not apply. (j) For communities requiring consent to vote electronically, at least sixty percent (60%) of eligible voters must have opted in and provided valid email addresses for the guarantee to apply. (k) CondoVoter reserves the right to deem a client ineligible for the Quorum Guarantee at any time if extenuating circumstances prevent the community from reasonably meeting the quorum threshold. (L) CondoVoter reserves the right to investigate any instances where quorum was not achieved for vote-only packages, including the potential request for supporting documentation to verify the claim. 37.2. Definition of Quorum. For the purposes of this policy, “Quorum” refers to the minimum number of units or members represented—either in person, by proxy, or via advance vote—required to legally conduct business at a meeting, as specified under applicable statutes, regulations, or the governing documents of the Customer.

38. TRADEMARK USAGE Customer grants CondoVoter the right to use its logo/trademark for promotional purposes subject to conditions of accuracy and non-modification.

39. MARKETING COMMUNICATIONS Customer consents to receive marketing messages via SMS and email. Data handling shall be governed by CondoVoter’s Privacy Policy.