Terms of Service

• “Sender” means the business or individual (for example, a contractor) that prepares a document and sends it for signature using the Service.
• “Signer” means any person invited to review, accept, sign, or decline a document through the Service, including co-signers.
• “Document” means any proposal, agreement, file, note, or other content submitted to, generated by, signed through, or delivered via the Service.
• “Content” means all information you submit, including names, email addresses, signatures, notes, and selections.
• “you” means the Sender, the Signer, or any other person or entity that uses the Service.

VertiSign provides a technology platform that enables Senders to prepare documents and collect electronic signatures, and enables Signers to review and execute those documents online. We generate a signature certificate and store executed documents to support the integrity of the transaction.

VertiSign is a neutral technology provider and is not a party to any Document, transaction, contract, or agreement created, signed, or delivered through the Service. We do not draft, review, verify, endorse, or take any responsibility for the content, legality, accuracy, quality, or enforceability of any Document, or for the underlying goods, services, pricing, or obligations described in it. Any dispute arising out of a Document is solely between the Sender and the Signer.

Nothing in the Service constitutes legal, financial, tax, accounting, or other professional advice. You are responsible for determining whether an electronic signature is appropriate for your transaction and for obtaining your own professional advice.

By using the Service to sign a Document, you consent to transact electronically and agree that your electronic signature is the legal equivalent of your handwritten signature and is intended to bind you to the terms of the Document you sign, to the fullest extent permitted by applicable law, including the Electronic Commerce Act (Ontario) and comparable electronic-transaction legislation.

You agree that records of the transaction — including the executed Document, the signature certificate, timestamps, and technical metadata — may be created and retained in electronic form and are admissible as evidence of the transaction. You are responsible for reviewing a Document in full before signing it.

You may decline to sign a Document, and you may be able to request a paper copy or an alternative signing method directly from the Sender. Withdrawing consent to transact electronically means you may be unable to complete the transaction through the Service.

You represent and warrant that you are at least the age of majority in your jurisdiction, that the information you provide is accurate and current, and that you have the full right, power, and authority to enter into and perform under any Document you sign — whether on your own behalf or on behalf of an entity you are authorized to bind. You may not use the Service to sign on behalf of another person without that person’s authorization.

If you use the Service as a Sender, you additionally agree that:

• You are solely responsible for the content, accuracy, completeness, and legality of every Document you prepare and send, and for confirming the identity, email address, and signing authority of each intended Signer.
• You will only send documents to recipients who have agreed to receive them or whom you are otherwise entitled to contact, and you will comply with all applicable anti-spam, consumer-protection, contract, and industry laws (including Canada's Anti-Spam Legislation, where applicable).
• You are responsible for maintaining the confidentiality of any signing links and credentials, and for all activity conducted through your account or links.
• You will not rely on the Service as your sole system of record and will retain your own copies of executed Documents.
• You will indemnify us as set out in these Terms for claims arising from your Documents or your use of the Service.

You agree not to, and not to permit anyone to:

• Use the Service for any unlawful, fraudulent, deceptive, or unauthorized purpose, or to impersonate any person or misrepresent your affiliation or authority;
• Sign, or attempt to sign, a Document that you are not authorized to sign, or forge, tamper with, or falsify any signature, certificate, timestamp, or record;
• Upload or transmit any content that is unlawful, infringing, defamatory, malicious, or that contains viruses or harmful code;
• Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Service, its infrastructure, other users' data, or any signing link not intended for you;
• Circumvent or attempt to defeat any security, authentication, rate-limiting, or usage-metering measure;
• Copy, resell, sublicense, reverse engineer, scrape, or create derivative works from the Service except as permitted by law; or
• Use the Service in a way that violates any applicable law or the rights of any third party.

We may suspend, restrict, or terminate access to the Service — and revoke or invalidate any signing link — at any time, with or without notice, if we reasonably believe these Terms have been violated or to protect the Service, our users, or any third party.

The Service, including all software, designs, text, graphics, logos, and the VertiSign name and marks, is owned by us or our licensors and is protected by intellectual-property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. All rights not expressly granted are reserved. You retain ownership of your Content, and you grant us a worldwide, royalty-free license to host, process, transmit, display, and store your Content solely as necessary to provide, secure, and improve the Service and as otherwise described in our Privacy Policy.

The Service relies on third-party providers (for example, cloud hosting, database, and email-delivery vendors) and may contain links to third-party websites. We are not responsible for third-party services or content, and your use of them may be governed by their own terms. We are not liable for any failure, delay, or damage arising from a third-party service outside our reasonable control.

We strive to keep the Service available but do not guarantee that it will be uninterrupted, timely, secure, or error-free. We may modify, suspend, or discontinue any part of the Service, and perform maintenance, at any time without liability.

Executed Documents will remain available at their signing link for a period of at least two (2) years from the date of signing. After that period, whether a Document is retained or permanently deleted is determined by VertiSign in its sole discretion, and we may delete it at any time without notice. You are responsible for downloading and retaining your own copy of any executed Document you need, and we are not liable for any Document that is unavailable or deleted after the minimum retention period.

THE SERVICE AND ALL DOCUMENTS, CERTIFICATES, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by law, we disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements, that any Document is valid or enforceable, that defects will be corrected, or that the Service or its servers are free of harmful components. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VertiSign, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, arising out of or relating to the Service, any Document, or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we were advised of the possibility of such damages.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US, IF ANY, FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CA$100). These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you; in that case our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless VertiSign, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your Content or any Document you send or sign; (b) your use of or access to the Service; (c) your violation of these Terms or any applicable law; or (d) your violation of the rights of any third party. We reserve the right to assume the exclusive defense of any matter subject to indemnification, at your expense, and you agree to cooperate with our defense.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws principles. You agree to submit to the exclusive jurisdiction and venue of the courts located in the Province of Ontario, Canada for the resolution of any dispute not otherwise resolved informally.

Before commencing any formal proceeding, you agree to first contact us at vertisign@ontarioroofers.org and make a good-faith effort to resolve the dispute informally. To the fullest extent permitted by law, any claim must be brought within one (1) year after it arises, and you and we each waive any right to participate in a class, collective, or representative action.

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above. Changes are effective when posted. Your continued use of the Service after changes are posted constitutes your acceptance of the revised Terms. Documents already executed remain governed by the Terms in effect at the time they were signed.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us regarding the Service and supersede any prior agreements on that subject.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control.
• Survival. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and governing law) will survive.

Questions about these Terms can be sent to vertisign@ontarioroofers.org, or to VertiSign, Ontario, Canada.