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Terms of Service

Ceeli – Terms of Service


Last updated: 2026-07-07
Publisher: WIM Collective Inc. (the business behind the Ceeli mobile application)
Contact: admin@wim-collective.com
Jurisdiction of operation: Canada


These Terms of Service (the "Terms") form a legally binding agreement between you (“you”, “your”, or the “User”) and WIM Collective Inc. ("Ceeli", "we", "us", "our") governing your use of the Ceeli mobile application (the “App”), the website at www.ceeli.ca and any subdomains, and any associated services (collectively, the "Services").

By taking action to indicate acceptance of these Terms, whether by (1) clicking a box in any part of the Services or other online form indicating acceptance of these terms, or (2) downloading, installing, opening, or using the Services, you indicate that you have read and agree to be bound by these Terms. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN DO NOT USE THE SERVICES. 

It is the sole responsibility of each User to ensure that the User complies with all applicable laws and regulations in respect of the User’s use of the Services. By downloading, installing, opening, or using the Services, you represent and warrant that you are in compliance with all applicable laws and regulations in respect of any purposes for which you use the Services.

These Terms incorporate by reference our Privacy Policy (available at www.ceeli.ca/privacy), which describes how we collect, use, and protect your information. By using the Services, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein. 

1. Eligibility

By using the Services and agreeing to these Terms, you represent and warrant to us that:

  • You are at least 18 years of age, OR you are the legal guardian of the User between 13 and 17 years of age and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Services subject to these Terms.

  • You or your legal guardian have not previously been suspended or removed from the Services. 

  • You are a resident of Canada. The Services is built for the Canadian Medical Expense Tax Credit and is not intended for use outside Canada.

  • You are legally capable of entering into a binding contract in your province of residence.

  • Your use of the Services is in compliance with any and all applicable laws and regulations.

If you do not meet these requirements, or you do not agree to these Terms of Service, do not use the Services. Ceeli shall not be responsible or liable for any activities undertaken by anyone who does not meet the eligibility criteria described in this Section. 

 

2. The Services

2.1 What Ceeli Does. Ceeli provides record-keeping and reporting tools. The Services help you log gluten-free purchases, apply the Canada Revenue Agency’s (“CRA”) "incremental cost" rule on a per-row basis (the GF price minus the regular-product reference price, weighted by your share percentage (%)), aggregate eligible costs across the twelve possible 12-month claim windows ending in your tax year, and generate a summary report you can provide to your accountant or tax professional to help them prepare your taxes.

2.2 What Ceeli Does Not Do. Ceeli is NOT a tax advisor or professional, or a tax preparer. We do not provide tax, accounting, legal, financial, or professional advice, and we do not prepare, sign, or file tax returns on your behalf. We are not affiliated with, endorsed by, or representing the CRA, Revenu Québec, any provincial tax authority, or any professional accounting body. Nothing in the Services constitutes professional advice. Where appropriate, you or your accountant or tax professional will compute the actual federal and provincial Medical Expense Tax Credit (CRA Line 33099 / Line 33199 / Line 33200 / Line 45200) at filing time — Ceeli does not assess the applicability of any such tax credits, does not perform any tax computations, and does not interact with CRA or Revenu Québec systems. Compiling your tax information and preparing and filing your tax return remains entirely you or your accountant or tax professional’s responsibility. 

Ceeli is not a substitute for receipts. The CRA requires original receipts for medical-expense claims. Ceeli is a recording tool for your reference, not a replacement for retaining the physical or digital originals for the legally required retention period (currently six years).

You acknowledge and agree that all decisions, documents, and filings related to taxation requirements are solely your responsibility, and where appropriate, you will consult a qualified Canadian tax professional or accountant for any decisions about filing, deductions, or interpretation of CRA rules. Any reliance you place on Ceeli's outputs is at your sole risk and Ceeli will not be held liable for any reliance on its outputs or reference information. 

2.3 Access to the Services. Subject to compliance with these Terms, and payment of any applicable Subscription Fees (as defined in Section 4.2), User is provided with a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, royalty-free, limited right: (i) to access and use the read-only features of the Services; and (ii) where you have purchased one or more subscriptions to access and use all features of the Services (“Subscription”), to access and use all features of the Services for your personal (non-commercial) record-keeping and reference purposes, in accordance with these Terms and other applicable terms and conditions and solely during the term of your Subscription. 

 

2.4 Modification of the Services. Ceeli may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that Ceeli may make some capabilities unavailable from time to time due to maintenance. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations, and that updates to the App may be installed automatically through the Google Play Store or Apple’s App Store, as applicable. In addition, Ceeli may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services. 

2.5 Services Architecture. The App operates as a client application on your Android or Apple device. We do not operate our own servers, payment systems, or data centres. Specifically:

  • The App runs on your Android or Apple device. All expense data, calculations, and reports are stored on your device only. Your data and ledgers do not transit any network for processing or storage.

  • Receipt Optical Character Recognition (OCR) runs on-device using Google's Machine Learning Kit. Receipt images are not transmitted to us, to Google's cloud, or to any other party.

  • Cloud sync, crash reporting, and analytics are planned future features that are not active in the current version. If Ceeli does implement such features, you will receive prominent notice of such features in an updated Privacy Policy and/or Terms of Service.

2.6 Availability. The availability and functionality of the Services depend on various factors, such as communication networks, software, hardware, and Ceeli’s service providers and contractors and other third parties, including Apple’s App Store, Google Play, and RevenueCat for payment and billing. Ceeli will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, Ceeli does not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Ceeli cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

2.7 Third-Party Services. The Services may integrate with or rely on third-party services that are not owned or controlled by Ceeli (“Third-Party Services”), including those listed in our Privacy Policy. Any exchange of data between User and such Third-Party Services is solely between User and the applicable provider of such Third-Party Services. Ceeli is not responsible for any disclosure, modification or deletion of User Data resulting from access by such Third-Party Service or its provider, nor for any act or omission of such third-party provider. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services and that Ceeli is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services. 

2.8 Accounts. Ceeli does not require you to create an account. All data that you upload and all data that is created by the Services is stored locally on your device. You are solely responsible for backing up your data using the in-app Backup & Restore feature and for the security of the device on which the App is installed. Ceeli is not responsible and shall not be held liable for any loss of User Data that may occur. Subscriptions to the Services are linked to your Google or Apple account through Google Play or Apple’s App Store, as applicable; Ceeli does not have access to your account credentials for those Third-Party Services. 

 

3. Use of the Services.

3.1 Ceeli Responsibilities. Ceeli shall: (i) use, modify, or disclose all electronic data or information submitted by Users to the Services or passed through the Services by a User via a Third-Party Service (“User Data”) in accordance with applicable laws and solely to perform its obligations or exercise its rights under these Terms; and (ii) use commercially reasonable efforts to maintain the security and integrity of the Services. For clarity, and consistent with Section 2.5, Ceeli's rights under clause (i) extend only to User Data to which Ceeli actually has access; User Data stored solely on your device is not accessed, used, or disclosed by Ceeli.

3.2 User Responsibilities. You are responsible for all activities that occur within the Services on your device, including activity by any third-party who accesses the App or any other portion of the Services on your device. You shall: (i) have sole responsibility for obtaining all consents and third-party licenses, and providing all necessary notices in accordance with applicable laws to ensure that any data you upload can be shared with Ceeli and used by Ceeli as contemplated herein; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data that you upload to the Services; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Ceeli promptly of any such unauthorized access or use; (iv) be responsible for the interoperation of any Third Party Services with which you use any Services; (v) comply with these Terms and all applicable local, provincial, federal and foreign laws in using the Services; and (vi) be responsible for reviewing, verifying, and correcting all summaries, reports, outputs, and any other information accessed or created in the Services before making any use of such information. You are responsible for the accuracy of the data you enter. Our calculations are only as good as your inputs. We are not liable for losses caused by incorrect entries, missing entries, or your failure to retain underlying receipts.

3.3 Usage Restrictions. You will not:

  • Sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering;

  • use the Services to store or transmit infringing, defamatory, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

  • attempt to reverse-engineer, decompile, disassemble, or derive source code from the Services, except to the extent applicable law expressly authorizes such activity notwithstanding this prohibition;

  • submit any information for which you have not obtained all required consents and authorizations;

  • use the Services to harass, defraud, or harm any other person;

  • use the Services to send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”);

  • use automated means (bots, scrapers, scripted clients) to access the Services except for accessibility-assistive technologies operated by you;

  • interfere with or disrupt the integrity or performance of the Services or the data contained therein;

  • frame or mirror any part of the Services;

  • probe, scan, or test the vulnerability of the Services or our underlying infrastructure without our prior written authorization. Responsible security disclosure is welcomed at admin@wim-collective.com;

  • use the Services to misrepresent expenses to CRA, Revenu Québec, or any other authority. Fraudulent tax filings are a criminal offence and a violation of these Terms;

  • use the Services for any purpose that breaches any applicable local, national, or international law or regulation;

We reserve the right to suspend or terminate your access to the Services at our sole discretion if you violate these rules or for any other breach of these Terms. 

 

4. Subscription and Payment Terms

4.1 Free Trial. In the event of a conflict between this Section 4.1 and any other portion of these Terms, Section 4.1 shall control. 

4.1.1 Trial Services. The App is free to download, and at Ceeli’s discretion, Ceeli may make some or all of the Services available on a trial basis (“Trial Services”) for seven (7) days from the date of install (“Trial Period”). In such a case where Ceeli offers a Trial Period, the User will select a Subscription Plan (as defined in Section 4.3), but will not be required to complete any formal sign-up steps during the Trial Period except as may be required by Apple’s App Store or the Google Play Store. After the Trial Period, continuing to add, edit, scan, or export data requires an active Subscription. Data from the Trial Period will remain available for the User in read-only mode until such time that User signs up for a new Subscription. 

4.1.2 Automatic Conversion. Unless User cancels their selected Subscription Plan before the end of the Trial Period, the selected Subscription Plan will automatically begin on the day after the Trial Period ends and will renew automatically in accordance with Section 4.4 until cancelled by User. 

4.1.3 Representations and Warranties; No Indemnification. Notwithstanding anything in these Terms to the contrary, the Trial Services are provided “as-is” without any warranty and Ceeli shall have no indemnification obligations nor liability of any type to a User with respect to any damages arising out of the User’s use of the Trial Services. Without limiting the foregoing, Ceeli does not represent or warrant to that: (a) use of the Trial Services will meet the User’s requirements; or (b) use of the Trial Services will be uninterrupted, timely, secure or free from error.

4.2 Subscriptions. To use the Services after a Trial Period, if applicable, the User must pay subscription fees (“Subscription Fees”) either on a monthly or annual basis in order to maintain full access to the Services. Subscriptions are offered through the Google Play Store or Apple’s App Store, as applicable (together, “App Stores”) and managed through RevenueCat. Ceeli never has access to or stores your payment information; billing and payment processing for Ceeli is managed by Users through the applicable App Store, and Users’ Subscription status is communicated to Ceeli by RevenueCat. Ceeli is not responsible for any additional fees, charges, taxes, or errors related to billing and payment by those platforms. 

4.3 Subscription Plans. As of the effective date of these Terms, Ceeli’s available subscription plans (“Subscription Plans”) are:

  • Monthly: CAD $1.99 per month.

  • Annual: CAD $19.99 per year (approximately 16% less than 12 months of the monthly plan).

Any price change will be applicable only after we provide at least thirty (30) days notice through the Services, and will become effective upon User’s next Subscription renewal, whether monthly or annual.  

4.4 Automatic Renewal. Subscriptions shall renew automatically at the end of each billing period (monthly or annual) at the then-current price, unless you cancel at least 24 hours before the renewal date through the applicable App Store’s subscription settings. 

4.5 Cancellation and Refunds. You may cancel at any time through the applicable App Store. Cancellation takes effect at the end of the then-current billing period; your Subscription will remain active until the end of such billing period. Refunds are governed by the applicable App Store’s refund policy. Except as required by applicable law (including applicable consumer protection legislation) or the applicable App Store's refund policy, all payment obligations are non-cancellable and all Subscription Fees are non-refundable. We do not provide refunds or credits for any partial Subscription periods or unused Services functionality. We do not process payments directly. To the extent we have discretion to grant refunds, we will do so promptly upon written request to admin@wim-collective.com.

4.6 Effect of Cancellation. When your Subscription ends, the Services revert to read-only mode on your next launch of the Services: you can still view all your existing data, but adding, editing, scanning, exporting, and similar actions require an active Subscription. Your local data is not deleted by a Subscription change and remains on your device.

 

5. Term and Termination 

5.1 Term. These Terms will take effect (i) upon taking an action to indicate your acceptance of these Terms (such as clicking a checkbox); or (ii) upon your first download or use of the Services, and will remain effective either (i) until you stop using and delete the Services from your device; or (ii) until this agreement is otherwise terminated. 

5.2 Termination by User. You may terminate this agreement at any time by ceasing to use the Services and deleting all copies thereof from your devices. Any Subscription that you may have acquired will remain active until cancellation of such Subscription takes effect as described in Section 4 of these Terms. 

5.3 Termination by Ceeli. Ceeli may, at its sole discretion and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof for any reason, including due to discontinuance or material modification to the Services (or any part thereof), User’s breaches or violations of these Terms. You acknowledge and agree that all terminations may be made by Ceeli in its sole discretion and that Ceeli shall not be liable to you or any third party for any termination of your access to the Services. Any termination of these Terms by Ceeli shall be in addition to any and all other rights and remedies that Ceeli may have. 

 

5.4 Effect of Termination. Data uploaded to or created by Ceeli may remain stored on your device or in any User-created back up after termination. Ceeli is not responsible for any use of such data by User. 

 

5.5 Survival. Sections that by their nature should survive termination, including without limitation Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive termination of this agreement. 

 


6. Intellectual Property

6.1 Ceeli Intellectual Property. Any proprietary and intellectual property rights in and to the Services such as application code, design, audit-readiness scoring, claim-window optimizer, all related documentation, and including any content thereon, such as logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Ceeli’s trademarks, trade names, copyrightable materials, designs, logos, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Ceeli and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. You acknowledge and agree that you have no right, license, or authorization with respect to the Services or any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you the right to use Content without Ceeli’s prior written consent. You agree that you will not challenge the validity of any Patent/Patent Pending or Copyright notices related to the Services.

6.2 User Data. As between Ceeli and User, User and its licensors retain all rights, title, and interest in and to all User Data, including all intellectual property rights therein. You hereby grant Ceeli a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, royalty-free, fully paid-up license for the Subscription period (and for thirty (30) days thereafter) to use and otherwise exploit the User Data as reasonably required to provide and improve the Services and meet its obligations under these Terms. This license does not authorize Ceeli to use User Data for advertising, marketing, training of artificial intelligence or machine-learning models, or to sell User Data to third parties. This license terminates when you delete the content or the Services from your device. 

6.3 Feedback. If you provide Ceeli with any suggestions, comments or other feedback relating to Ceeli’s services (collectively, “Feedback”), you hereby grant Ceeli a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Ceeli products or services and waive any moral rights you may have in such Feedback. You hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise precluded from providing to Ceeli and shall promptly inform Ceeli as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you. You also agree that we are not subject to any confidentiality obligations in respect to any Feedback.


7. Confidentiality

7.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, research, know-how, technology, technical and financial information, product or service designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). 

7.3 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

7.4 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

 

8. Disclaimer and Warranties

8.1 Warranties. You warrant that: (i) you have the legal power to enter into and accept these Terms; and (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder. Ceeli will use commercially reasonable efforts to ensure that the Services do not knowingly contain or transmit to User any Malicious Code (except for any Malicious Code contained in or otherwise originating from User or any third party).

8.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, CEELI PROVIDES THE SERVICES ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES WILL CEELI BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF OR RELIANCE ON THE SERVICES, OR HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. FOR CLARITY, CEELI DOES NOT WARRANT THAT USE OF OR RELIANCE ON SERVICES WILL GUARANTEE ANY RESULT OR COMPLIANCE WITH ANY REGULATORY, TAX, OR SECURITY REQUIREMENTS. SOME JURISDICTIONS DO NOT PERMIT CERTAIN DISCLAIMERS OF IMPLIED WARRANTIES. IN THOSE JURISDICTIONS, THIS SECTION APPLIES ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

CEELI DOES NOT PROVIDE MEDICAL ADVICE. WHETHER YOU HAVE CELIAC DISEASE, AND WHETHER A PARTICULAR PRODUCT IS MEDICALLY APPROPRIATE FOR YOU, IS A DETERMINATION BETWEEN YOU AND YOUR PHYSICIAN. ANY USER WHO SUSPECTS CELIAC DISEASE OR ANY OTHER MEDICAL CONDITION SHOULD SEEK MEDICAL ADVICE FROM A LICENSED MEDICAL PROFESSIONAL. 

8.3 NON-RELIANCE. THE INFORMATION AND CONTRIBUTIONS PRESENTED ON OR THROUGH OUR SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATION PURPOSES. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION. ANY RELIANCE BY YOU ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE ON SUCH MATERIALS BY YOU OR ANY OTHER PERSON WHO MAY BE INFORMED OF OUR SERVICES. 

WE ARE NOT ACCOUNTANT, TAX PROFESSIONALS, OR FINANCIAL ADVISORS. NOTHING CONTAINED IN THESE TERMS, ANY ACTIVITY OF CEELI OR ITS USERS, AND USER CONTENT FROM ANY AND ALL USERS, SHOULD BE CONSTRUED AS CREATING A PROFESSIONAL RELATIONSHIP OF ANY KIND BETWEEN YOU AND CEELI. YOU ACKNOWLEDGE THAT CEELI, ITS EMPLOYEES, AND REPRESENTATIVES, ARE NOT AND DO NOT CLAIM TO BE REGULATED BY ANY PROFESSIONAL ORGANIZATION. YOU FURTHER AGREE AND UNDERSTAND THAT NEITHER WE, NOR OUR EMPLOYEES, REPRESENTATIVES, OR AGENTS ARE LICENSED TAX OR FINANCIAL ADVISORS. CEELI AND ITS USERS DO NOT PROVIDE ANY FINANCIAL, ACCOUNTING, TAX, OR LEGAL ADVICE, OR ANY SERVICES CONNECTED TO THOSE FIELDS TO YOU OR ANY THIRD PARTIES, AND NO INFORMATION ACCESSED THROUGH THE SERVICES CONSTITUTES PROFESSIONAL ADVICE OF ANY KIND, INCLUDING FINANCIAL, ACCOUNTING, TAX, OR LEGAL ADVICE. 

THE SERVICES AND ANY INFORMATION CONTAINED THEREIN SHOULD NOT BE THE BASIS FOR FINANCIAL OR TAX RELATED DECISION-MAKING. YOU AGREE THAT YOU MUST REVIEW AND CONTEXTUALIZE ANY INFORMATION ACCESSED THROUGH THE SERVICES, AND YOU HEREBY AGREE TO INDEMNIFY, RELEASE, AND FOREVER DISCHARGE CEELI FROM ALL MANNER OF CLAIMS WHATSOEVER BOTH IN LAW AND IN EQUITY AGAINST CEELI WHICH THE USER EVER HAD, NOW HAS, OR HEREAFTER CAN, SHALL OR MAY HAVE FOR OR BY REASON OF THE USE OF OR OMISSION TO USE THE SERVICES OR ANY OTHER PRODUCT OR SERVICE OFFERED BY CEELI. 

YOU ARE ADVISED TO SEEK COUNSEL OF YOUR FINANCIAL, ACCOUNTING, TAX, AND/OR LEGAL ADVISOR IN RELATION TO INFORMATION CONTAINED IN THE SERVICES. IF YOU DECIDE TO RELY ON ANY INFORMATION ACCESSED THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN REVIEW AND DILIGENCE WITH RESPECT TO ALL INFORMATION ACCESSED THROUGH THE SERVICES. 

CEELI IS NOT RESPONSIBLE, AND YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, REGULATIONS, AND CONTRACTUAL AND OTHER REQUIREMENTS APPLICABLE TO THE PREPARATION AND FILING OF YOUR TAXES WITH YOUR RELEVANT TAX AUTHORITY, AND WITHOUT LIMITATION, COMPLIANCE WITH LAWS, REGULATIONS, AND REQUIREMENTS OF NATIONAL, PROVINCIAL, AND LOCAL REGULATORY AUTHORITIES.

 

9. Indemnification

9.1 Indemnification by User. User will defend, indemnify, and hold harmless Ceeli and its subsidiaries, Affiliates, officers, agents, and employees (“Ceeli Parties”) against any claim, demand, suit, proceeding, allegation, damages, loss, liability, an expense (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Ceeli or any related party may sustain as a result of any acts, errors or omissions of User, including but not limited to: (i) breach of any of the provisions of these Terms; (ii) negligence or other tortious conduct, or willful misconduct; (iii) breach of a third party’s intellectual property rights or rights under privacy laws; (iv) any violation by you of applicable law or regulation; or (v) claims arising in connection with User Data or Third-Party Services (each a “User Claim”); provided, that Ceeli: (a) promptly gives written notice of each User Claim to User; (b) may participate in and, at its option, assume sole control of the defense and settlement of each User Claim, and User may not settle or compromise any User Claim in a manner that imposes any liability or obligation on, or requires any admission by, any Ceeli Party without Ceeli's prior written consent; and (c) provides to User, at User's cost, all reasonable assistance in respect to each User Claim. 

 

10. Limitation of Liability

10.1 Exclusion of Consequential and Related Damages. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL CEELI HAVE LIABILITY TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR ARISING OUT OF THE TERMS OR THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL CEELI BE RESONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE INFORMATION CONTAINED THEREIN. CEELI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES; (II) PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ANY PERSONAL INFORMATION WITHIN THE SERVICES; (IV) ANY INTERRUPTION OR CESSATION IN AVAILABILITY OF THE SERVICES (V) ANY MALICIOUS CODE, INCLUDING BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES.

10.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CEELI TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) THE TOTAL FEES PAID OR PAYABLE BY USER TO CEELI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE; OR (II) ONE HUNDRED CANADIAN DOLLARS ($100.00). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.
 

10.3 Quebec Residents. Notwithstanding the above, you retain the mandatory protections of Quebec law, including the Consumer Protection Act, the Civil Code of Québec, and Law 25. Nothing in this Section limits those protections.​


11. Changes to these Terms

Ceeli may revise these Terms at any time and at Ceeli’s sole discretion. Any non-material changes to these Terms will become effective on the date the change is posted to the Ceeli’s website, and notice will be given by updating the “Last updated” field above. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) seven (7) days after notice is provided of such changes, which notice may be provided through email or through the Services (as applicable), or (b) your acceptance of the updated Terms. For Quebec residents, no amendment to an essential element of these Terms (including price, duration, or the nature of the Services) will take effect except in accordance with the notice and refusal rights required by Article 11.2 of the Consumer Protection Act.

 

12. General.

12.1 Relationship of the Parties. The parties are independent. These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor franchisee relationship between the parties hereto.

12.2. No Third-Party Beneficiaries. Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.

12.3 Geographic Restrictions. Ceeli is based in Canada. Ceeli makes no claims, representations, or warranties that the Services or any content contained therein is accessible or appropriate in any jurisdiction outside of Canada. Access to the Services may not be legal by certain persons in certain countries. When you access the Services, you do so on your own initiative and are responsible for compliance with all local laws. 

12.4 Governing Law, Jurisdiction, and Dispute Resolution. Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any controversy, dispute or claim (“Claims”) arising out of or related to these Terms shall first be addressed through good faith negotiations between the parties. User may initiate such negotiation by contacting us at admin@wim-collective.com with a description of the issue and to allow us at least seven (7) days to attempt to resolve it informally. If such Claim remains unresolved after 7 days, both parties agree that any such Claim will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Ontario, Canada. Notwithstanding the foregoing, nothing in this Section requires a Quebec resident to bring proceedings outside Quebec, deprives a Quebec resident of recourse before the courts of Quebec, or otherwise derogates from the mandatory protections of Quebec consumer protection law.

12.5 Entire Agreement. These Terms, including our Privacy Policy, constitute the final, complete, and exclusive agreement between you and Ceeli with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. 

12.6 Severability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

12.7 Electronic Form. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

12.8 No Waiver. No failure or delay by Ceeli in exercising any right, power, or remedy under these Terms, except as specifically provided herein, shall operate as a waiver of any such right, power, or remedy.

12.9 Assignment. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, under any circumstances. Notwithstanding the foregoing, Ceeli may assign these Terms in their entirety, without your consent, at any time and for any reason. Any attempt by you to assign your rights or obligations under these Terms in breach of this Section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.10 Force Majeure. Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

12.11 Language. These Terms are written in English. A French translation is available at www.ceeli.ca/conditions; in the event of inconsistency, the French and English versions have equal force for Quebec residents; for residents of any other province, the English version will control.

12.12 Headings. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

 

12.13 United Nations Convention on Contracts for the International Sale of Goods. The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded.


13. Contact

For all questions about these Terms, contact admin@wim-collective.com.

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