These Terms and Conditions ("Agreement") is entered into on the 2025-05-10 (“Effective Date”), between Covenant Innovation Inc., a company incorporated in Alberta, Canada (“Company”), and you the Customer. Company and Customer are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”
This Agreement consists of the Terms and Conditions. Unless the context indicates otherwise, defined terms used in this Agreement shall have the meanings ascribed to them in the Terms and Conditions. Recitals
A. The Company provides proofreading and translation services (“Services”) through its website www.easyproof.ca B. Some or all of the content in the Services are copyrighted. All of the content are proprietary. Use of the Services by any individual, organization, entity or enterprise is strictly prohibited except for a Customer authorized pursuant to this Agreement.
C. This Agreement governs access to and use of fee-based proofreading and translation services offered by the Company. By accessing, using, or registering for such services, you (Customer) agree to the terms of this Agreement.
D. PLEASE CAREFULLY READ THIS AGREEMENT BEFORE ACCEPTING. PROCEEDING WITH REGISTRATION. ACCESSING OR USING THE SERVICES INDICATES CUSTOMER ACCEPTANCE OF THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, CUSTOMER SHOULD DECLINE THE REGISTRATION AND CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.
1. DEFINITIONS
1.1 “Applicable Law” in relation to any person, action or thing means: (a.) any law, rule or regulation of Canada (and of any applicable political subdivisions of any such country); (b.) any obligation under any telecommunications license held by the Customer (or a distribution partner of Customer) and issued by a country (or any applicable political subdivisions of any such country) in the Territory; (c.) any lawful determination, decision, direction, guideline, statement or code of practice issued by a country in the Territory or Canada (or any applicable political subdivisions of any such country); and (d.) any applicable international convention or agreement.
1.2 “Customer” is a person, organization, public entity, business entity or enterprise which: (1) has paid a fee to or is otherwise authorized by Company to use the Services and has agreed to be bound by the terms and conditions of this Agreement.
1.3 “Intellectual Property Rights" means (a.) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including all goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other, topography rights and utility models, and including the benefit of all registrations of, applications to register and the right to apply for registration of any of the foregoing items and all rights in the nature of any of the foregoing items, each for their full term (including any extensions or renewals thereof) and wherever in the world enforceable; (b.) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (c.) trade secrets, rights to know how and other proprietary rights.
1.4 “Term” has the meaning set forth in Section 8.1 herein.
1.5 “Services” means the Company proofreading and translation services.
2. SERVICES
2.1 Services. Company agrees to provide Customer with the proofreading and translation Services according to the terms and conditions of this Agreement. The Services are provided directly to Customer.
3. RESTRICTIONS ON RIGHTS
3.1 Restrictions. Customer does not acquire any rights, express or implied, in the Services other than those specified in this Agreement. There are no implied rights. All rights not expressly granted to Customer are reserved by Company or Company’s licensors.
3.1.1 Except as permitted under Section 2.1 above or otherwise permitted in this Agreement, Customer may not rent, sub-license, sell, lease, distribute, time-share, or grant other rights to the Services to others.
3.1.2 Customer may not modify the Services, or merge it with other documents and attribute the same to the Company;
3.1.3 Customer may not remove any proprietary notices or labels on the Services except as permitted by this Agreement.
4. CUSTOMER OBLIGATIONS
4.1 The Customer(s) agree to take full responsibilities if the provided document(s) is involved in any kind of copyright or legal issue. Company shall only provide proofreading and word enhancement service to the document(s) provided by the Customer(s).
4.2 The Customer(s) agree that if the Customer(s) provide incomplete document(s), or the content of the document(s) are inconsistent, Company will not write or create the content for the Customer(s) but will only use the normal due diligence to proofread the content.
4.3 The Customer(s) agree that to ensure the quality of COMPANY Services, if the document(s) provided by the Customer(s) have quoted any content from other document(s), article(s), research(es), personal quote(s), or any material(s) and/or content that are not created and/or wrote by the Customer(s), please cite the reference and source in the document(s) for COMPANY workers to review.
4.4 Customer(s) hereby agrees to waive the legal right to sue the Company. Customer(s) hereby agree that it will settle any and all legal cases or conflicts that arises throughout the term of Service, or after the Service, for 20% of the original payment made by the customer(s).
4.5 Customer(s) hereby agrees that Company shall only provide proofreading and word enhancement service to the document(s) provided by the Customer(s). Customer(s) is responsible for writing and creating the original content or article at all times.
5. COMPANY DISCLAIMER
5.1 Company hereby reserves the right to refuse to provide any Service to the Customer(s) or on the document(s) that are and/or may involve in any kind of copyright or legal issue. Company will not be responsible for any kind of copyright or legal issues that arise from the document(s) at any point of time.
5.2 Company hereby reserves the right to disclose the document(s) provided by the Customer(s) to related legal department(s) if need.
5.3 Company will provide proofreading and word enhancement service diligently. With that said, since different countries have different cultures, Company can only correct common and obvious grammar mistakes. Company does not guarantee the document will be flawless after proofreading. The accuracy and efficacy of the Service depends in large measure upon the accuracy and completeness of the documents provided to COMPANY by CUSTOMER.
5.4 To ensure Company can complete the proofread service within certain timeframe, its team will start the proofreading and word enhancement process as soon as Customer(s) uploads the document and completes the payment. Once the process is started, Company will not issue any refund.
5.5 Based on the importance of vocabularies used in legal documents, Company will only provide proofreading service but not word enhancement services to all kinds of legal documents.
6. MUTUAL OBLIGATIONS
6.1 Compliance with Applicable Laws. Each Party shall comply with all then-current Applicable Laws in connection with the exercise of its respective rights and obligations under this Agreement (including, without limitation, the Canadian Uniform Electronic Commerce Act, the Personal Information Protection and Electronic Documents Act, and the Electronic Transactions Act, 2001).
6.2 Technical Cooperation. Each of the Parties agrees to provide reasonable technical cooperation to the other Party in connection with this Agreement.
7. PRIVACY
7.1 COMPANY has taken reasonable actions, including use of encryption and firewalls, to ensure that documents and information of CUSTOMER is disclosed only to those designated by CUSTOMER. However, CUSTOMER acknowledges that the Internet is an open system and COMPANY cannot and does not warrant or guarantee that third parties will not intercept same.
7.2 Privacy protection policy’s coverage: Privacy protection policy includes how the COMPANY website process CUSTOMER information that COMPANY website has gathered during CUSTOMER visit. COMPANY privacy protection policy does not apply to other websites that are linked on COMPANY website, not does it apply to personnel that are not entrusted by COMPANY website
7.3 Collection, usage and processing of personal information: when you visit COMPANY website or uses services provide by COMPANY website, depends on the nature of the services, we will need you to provide necessary personal information, then process and use CUSTOMER personal information to complete COMPANY services; without CUSTOMER written agreement, COMPANY website will not use CUSTOMER personal information for any other purposes other than to complete COMPANY services. When you are using COMPANY e-mail, survey, or any other interactive functions, COMPANY website will retain information such as CUSTOMER name, e-mail address, contact information, and time of use etc.
7.4 During CUSTOMER typical browsing activities, the server will automatically record CUSTOMER activities, this includes CUSTOMER devices’ IP address, time of use, browser of use, browsing and clicking etc. These information and records will be using to improve COMPANY website’s services, which is purely internal usage and never release to public. To provide accurate and quality services, we will collect surveys’ content for analysis, the statistics form the analysis will be archived as report form. Aside from internal usage and research purposes, we will release said statistics and reports we see fit, but these statistics and reports will not include any individual’s personal information.
7.5 Information Security COMPANY website’s mainframe are equipped with firewall, anti-virus as well as several related information security infrastructure and necessary security protocol. To enhance the protection of COMPANY website and CUSTOMER personal information, only authorized personnel will have access to CUSTOMER personal information, all relevant personnel have signed a confidentiality agreement, if any personnel breach their agreement, they will be prosecuted according to the law. If COMPANY have the need to entrust others to for their services, COMPANY website will strictly require the entrusted entity to comply with the confidentiality agreement and take necessary examination procedure to ensure they comply and honor the confidentiality agreement.
7.6 Website related links: COMPANY website’s webpages provide links to other websites, you can also use these links provided by COMPANY website to access other websites. However, these linked websites are not included in COMPANY website’s privacy protection policy, you must reference these linked websites’ privacy protection policy.
7.7 Policy for sharing personal data with third parties COMPANY website will not provide, exchange, rent or sell any of CUSTOMER personal information to other individuals, group, private cooperation, or public agency, but this does not apply when there are legal basis or contractual obligations.
7.8 The circumstances of the preceding paragraph include but are not limited to: By CUSTOMER written consent. Clearly prescribed by law. To avoid the danger to CUSTOMER life, body, freedom and/or property. To cooperate with public agencies or academic research institutions, based on public interest for statistical or academic research. This information is processed through the provide or collected without identifying them according to their methods of disclosure. When CUSTOMER behavior on the website violate terms of service or potentially damage or interfere COMPANY website and other users’ rights and benefits or resulting in damage to anyone, exploring CUSTOMER personal information through website management department for identification, contact or take necessary legal action. Beneficial to CUSTOMER rights and benefits. When COMPANY website entrusts and commission the manufacturer/ vendor to assist the gathering, processing, or use CUSTOMER personal information, it will be responsible for the supervision and management of the subcontractor or individual.
7.9 Usage of Cookie To provide the best service possible, COMPANY website will place and access cookies on your computer, if CUSTOMER wishes to refuse the writing of cookies, it can use your browser’s feature located in your browser’s privacy setting and refuse the writing of cookie, but this might result in some functions of the website not operating properly.
7.10 Amendments to the Privacy policy: COMPANY website’s privacy policy will be amended at any time in response to demand and necessity, and the revised terms will be posted on the website
8. PAYMENTS
8.1 Fees and Payments. In full consideration for the rights, licenses and Services herein granted to Customer, Customer shall pay to Company, and Company shall accept from Customer the Service Fees as intimated to them.
8.2 Currency. All payments to Company shall be in the currency CAD.
9. TERM AND TERMINATION
9.1 Term. The Term of this Agreement shall be for the term of the completion of Service by the Company.
9.2 Termination for Breach. COMPANY reserves the right to restrict, suspend or terminate CUSTOMER access to the Services in whole or in part without notice and without liability, with respect to any breach or threatened breach of any portion of this Agreement. If COMPANY terminates this Agreement based on a breach of any portion of this Agreement, COMPANY reserves the right to refuse to provide Services to CUSTOMER.
9.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall be extinguished, except that: (a.) all accrued payment, accounting and audit obligations hereunder shall survive such termination or expiration; and (b.) the rights and obligations of the Parties under this Agreement shall survive any termination or expiration of the Term. The Parties and their suppliers expressly reserve any other right or remedy they may have in addition to the termination of rights granted hereunder.
10. INDEMNIFICATION
10.1 Customer agrees to defend, indemnify and hold harmless Company and its directors, officers, employees, and agents (“Indemnified Company Parties”), from and against any and all claims, costs, losses, damages, and judgments, and expenses (including reasonable attorneys’ fees) (a.) awarded by a court or arbitral panel of competent jurisdiction against the Indemnified Company Parties or a settlement agreement entered into between the Parties, as a result of Customer’s breach or alleged breach of its representations and warranties in this Agreement; (b) any acts by CUSTOMER, or (c) CONTENT or information posted or transmitted by CUSTOMER in connection with the Services regardless of the type or nature of the claim. CUSTOMER shall cooperate as fully as reasonably required in the defense of any claim. COMPANY reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CUSTOMER and CUSTOMER shall not in any event settle any matter without the written consent of COMPANY.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, TITLE, SECURITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, OR UNINTERRUPTED ACCESS. COMPANY DISCLAIMS AND CUSTOMER WAIVES ALL LIABILITY ARISING FROM THE ACCESS, USE AND PRINTING OF THE CONTENT AND PROVISION OF THE SERVICES.
11.2 THIS LIMITATION OF LIABILITY APPLIES TO ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR OF OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA RECORDS, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTUOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Company and its suppliers retain all right and title to and interest and goodwill in the Services, including any part thereof or derivative work based on them, and all Intellectual Property Rights associated with them. Nothing contained in this Agreement shall be construed as an assignment or grant to Customer of any ownership, goodwill or any other right, title, or interest in or to the Services or any part thereof, except the right to use in accordance with the terms of this Agreement.
13. MISCELLANEOUS
13.1 Assignment. Neither this Agreement nor any of the rights of Customer hereunder shall be sold, transferred or assigned by Customer and no rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee, or other party.
13.2 Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Alberta, CANADA without reference to its choice of law rules.
13.3 Arbitration. In the event disputes do arise between the parties, out of or in relation to or in connection with this Agreement or for the breach thereof, they shall be finally settled by arbitration in the Province of Alberta, CANADA which the parties agree will be the exclusive jurisdiction for all such matters, in accordance with the commercial arbitration rules of the Canadian Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon both parties concerned.
13.4 Non-waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
13.5 Force Majeure. Company shall not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of service, resulting directly or indirectly from acts of God, acts of civil or military authorities, civil disturbances, wars, terrorism, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond Company’s reasonable control (“Force Majeure”).
13.6 Modifications. COMPANY reserves the right to modify this Agreement, and the policies associated with the Services at any time without advance notice to CUSTOMER.
14 Acceptance. CUSTOMER may indicate acceptance of this Agreement by: (1) signing and returning to COMPANY the printed acceptance form; (2) by electronic acceptance indicating that CUSTOMER accepts the Agreement; or (3) by ordering any of the Services.
CUSTOMER FURTHER ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT, UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND AGREES TO BE BOUND BY THEM.