Terms of Service

These Terms of Service (the “Terms”) are an agreement between you and EURA Technology Corp. (“EURA”, “we”, “us”). They cover Carta, including the website, the web and mobile apps, the guides, and anything else we provide under the Carta name (together, the “Service”).

You must accept these Terms to create an account, and by using the Service you agree to them. If you use Carta on behalf of a corporation or other organization, you confirm that you are authorized to accept these Terms for it, and “you” includes that organization. If you don't agree, don't use the Service.

Carta helps you organize corporate records such as registers, resolutions, minutes and documents. It does not provide legal, accounting, tax or other professional advice, and using it does not create a lawyer–client or any other professional relationship with EURA.

You are solely responsible for your organization's compliance with the laws that apply to it, including the Business Corporations Act (Ontario), the Not-for-Profit Corporations Act, 2010 (Ontario), the Canada Business Corporations Act, and any filing, record-keeping, tax or reporting obligations. Reminders, checklists, templates, compliance indicators and similar features are aids only. They may be incomplete or wrong for your situation, and relying on them does not mean you have met your obligations. Speak to a qualified lawyer or accountant about your specific circumstances.

Our guides, help text and other content are general information only. Laws, regulations, government forms, fees, deadlines, and the practices of banks, payment providers and other third parties change, sometimes without notice. We try to keep the guides and the Service up to date, but we do not promise that any information is complete, accurate, current or suitable for your circumstances, and we may be slow to reflect changes or may not reflect them at all.

Before you act on anything you read in Carta, check it against official sources such as the Ontario Business Registry, Corporations Canada and the Canada Revenue Agency, or with a professional. We are not responsible for the content of third-party websites or services that we mention or link to.

You must be at least 18 years old and able to form a binding contract. Give accurate information when you sign up and keep it current. Keep your password secure and don't share your account. You are responsible for everything done through your account and through any access you grant to others, such as directors, auditors or advisors you invite. Tell us promptly if you believe your account has been compromised.

You keep ownership of the records, documents and other information you put into Carta (“Your Content”). You give us permission to store, copy, process and display Your Content only as needed to provide, secure and improve the Service and to comply with the law.

You are responsible for Your Content: its accuracy and completeness, your right to upload it, and whether it meets your legal record-keeping requirements. Carta is not a substitute for keeping your own copies. Export or back up anything you can't afford to lose. We take reasonable steps to protect Your Content, but we do not guarantee that it will never be lost, corrupted or accessed without authorization.

Carta is in open beta. Features may change, be added or be removed, and the Service may contain errors. Organizations created in Carta while the open beta is running receive a free license to use the Service for that organization, with no subscription fee, for as long as we operate Carta (a “perpetual beta license”). It covers the features we make generally available to beta organizations from time to time. It does not cover third-party costs such as government filing fees, and it ends if the organization's access is terminated under these Terms. Organizations created after the open beta ends are subject to the pricing in effect at that time.

Don't use the Service to break the law, to store content you have no right to store, or to mislead anyone about your organization's records. Don't try to access accounts or data that aren't yours, interfere with or overload the Service, probe it for vulnerabilities without our written permission, or copy, resell or reverse-engineer it except where the law allows.

We don't guarantee that the Service will be available at any particular time or free of interruptions or errors. We may change, suspend or discontinue any part of it. If we decide to discontinue Carta as a whole, we will try to give reasonable notice so you can export your records.

The Service, the guides and all other content are provided “as is” and “as available”, without warranties or conditions of any kind.

To the fullest extent permitted by law, EURA disclaims all warranties, conditions and representations, whether express, implied or statutory, including any about merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy, completeness, timeliness, reliability, availability, security, or compliance with any law or regulation. We do not warrant that the Service will meet your requirements, that it reflects current law, or that using it will keep your organization compliant.

To the fullest extent permitted by law:

• EURA, its directors, officers, employees, contractors and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business opportunity.
• We will not be liable for any fines, penalties, interest, late fees, missed deadlines, rejected or late filings, dissolution or loss of good standing, or other consequences arising from information in the Service or the guides being missing, incomplete, inaccurate or out of date, from changes in laws, regulations, forms, fees or government practice, or from your reliance on the Service.
• Our total liability for all claims relating to the Service or these Terms is limited to the greater of the fees you paid us for the Service in the 12 months before the claim arose and one hundred Canadian dollars (CAD $100).

These limits apply whatever the legal theory (contract, tort including negligence, statute or otherwise), even if we were told the damage was possible, and even if a remedy fails of its essential purpose. Some jurisdictions don't allow certain exclusions or limits, so some of these may not apply to you; in that case they apply to the greatest extent the law allows.

You will indemnify and hold harmless EURA and its directors, officers, employees and contractors from any claims, losses, liabilities and expenses (including reasonable legal fees) arising from Your Content, your use of the Service, your breach of these Terms, or your organization's failure to meet its legal obligations.

You can stop using Carta at any time. We may suspend or terminate your access, or an organization's access, if you breach these Terms, if required by law, or to protect the Service or other users. Where reasonable, we will tell you first and give you a chance to export your records. Sections that by their nature should survive termination, including those on advice, guides, warranties, liability and indemnity, continue to apply.

We may update these Terms. We will post the new version here with a new effective date. If a change is material, we will ask you to accept the updated Terms before you continue using the Service. If you don't accept them, stop using the Service.

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. You and EURA agree to the exclusive jurisdiction of the courts of Ontario for any dispute about the Service or these Terms, unless the law where you live gives you a right to bring a claim elsewhere.

These Terms are the entire agreement between you and EURA about the Service. If any part is found unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver of it. You may not transfer these Terms without our consent; we may transfer them as part of a reorganization, merger or sale of the Service.

Questions about these Terms can be sent to EURA Technology Corp. through eura.ca.