1. Introduction

Welcome to ApplyProof! By clicking “Accept” or “Access Verified Document” or otherwise signing an order form and/or agreement that incorporates these terms and conditions by reference, you are entering into an agreement with ApplyBoard Inc. (“ApplyBoard”, “us”, “we”, “our”, together with you, the “Parties” and each of you or us, a “Party”), under which you will be bound by the following terms and conditions (the “Terms and Conditions”). If you do not agree to be bound by these Terms and Conditions, or other referenced agreements or documentation, you must cease to access or use ApplyProof (defined below).

By agreeing to these Terms and Conditions, you represent that you have reached the age of majority in your jurisdiction, you have the capacity to enter into binding obligations, and all information you supply to us is true, accurate, current and complete. If you are using ApplyProof on behalf of another person or entity, you represent that you have the authority to bind such person or entity to these Terms and Conditions.

2. Services

These Terms and Conditions apply to your access to and use of ApplyBoard’s solution that facilitates the verification of documents, including between students, schools, institutions, partners, third parties and immigration officials, available at www.applyproof.com (“ApplyProof”). Subject to your compliance with these Terms and Conditions, we will use commercially reasonable efforts to make available ApplyProof for your use in accordance with any documentation or guidelines we make available to you.

Please note that while these Terms and Conditions apply to all users of ApplyProof, Section 13 applies specifically to users who are using ApplyProof to enable access, transfer, upload, generate, invalidate or revalidate documents, such as schools or institutions (“Originator Users”), while Section 14 applies specifically to users who are using ApplyProof to access and review verified documents, such as students, third parties or immigration officials (“Recipient Users”). 

ApplyProof may be made available to you through a number of channels, including our web portal, email or application programming interfaces (“API”) and in each case, you will comply with all applicable documentation governing your channel of use (“ApplyProof Usage Documentation”).  For example, if you are an Originator User accessing ApplyProof through our APIs, you must comply with any API documentation made available to you as part of our ApplyProof Usage Documentation. 

3. Changes to the Terms and Conditions and ApplyProof

Except where prohibited by applicable law, we may change these Terms and Conditions at any time by posting a new version to ApplyProof. You are responsible for monitoring ApplyProof for any such changes and for reviewing such changes. Your continued access to or use of ApplyProof after any changes to these Terms and Conditions indicates your acceptance of such changes. Similarly, we reserve the right to change, suspend or terminate ApplyProof at any time, without notice, including: (1) for scheduled maintenance; (2) if you violate any provision of these Terms and Conditions; or (3) to address any emergency security concerns.

4. Registration and Account Information

To access or use ApplyProof, you may either be required to register for a user account using ApplyProof or be provided with an access key or be authorized by ApplyProof in a customized way as set out in a mutual written agreement.  You agree to provide accurate, current and complete information in such registration and to update your information as necessary.  We reserve the right to suspend or terminate your account or access, or authorization if we have reason to believe your information is inaccurate, outdated or incomplete and may, in our sole discretion, accept or reject your registration, request to access, or authorization  for ApplyProof, and suspend or terminate your account for any reason. You are responsible for maintaining the confidentiality of your password, account and access key, as applicable (“Credentials”), and we are not responsible for any actions taken by any other party using your Credentials.

5. Your Responsibilities

When using ApplyProof, you agree that you will: (1) promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your account; (2) use reasonable efforts to prevent unauthorized access to or use of ApplyProof; and (3) comply with all applicable laws and regulations, including all intellectual property, data, privacy and export control laws.  In addition, you agree to provide us with feedback related to your use of ApplyProof, including promptly and accurately reporting to us any actual or suspected errors, problems, bugs or difficulties with ApplyProof, along with any other information reasonably request by us to aid in resolving such errors, problems, bugs or difficulties with ApplyProof (such information, “Feedback”). You agree that we may use such Feedback, at our discretion, for purposes related to improving ApplyProof or our other products and services.

You also agree that when using ApplyProof, you will not: (1) disable, overly burden, impair, or otherwise interfere with our servers or networks; (2) attempt to gain unauthorized access to any component of ApplyProof; (3) share, transfer or otherwise provide access to your Credentials to another person (other than, in the case where you are an organization, personnel using your Credentials on your behalf); (4) use any data mining, robots or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile ApplyProof or any part thereof, or otherwise attempt to discover any source code; (5) use ApplyProof in connection with building a similar or competitive product or service; (6) upload or otherwise communicate on ApplyProof any data, information, content or other materials that: (i) contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to upload, transfer or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is bullying, harassing, abusive, or otherwise offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party; or (vi) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.  You will not authorize or encourage any third party to perform any of the prohibited actions above; or use ApplyProof for any other purpose other than those agreed by ApplyProof.

6. Ownership of ApplyProof

We own all rights (including intellectual property rights), title and interest in and to: (1) ApplyProof; and (2) any data or information that we generate in connection with your access to or use of ApplyProof that does not contain any information about an identifiable individual (“Personal Information”), including all adaptations, translations, modifications, enhancements and derivative works of such data or information.  Any rights not expressly granted under these Terms and Conditions are reserved.

7. Security and Privacy

We have in place organizational, technical, security and integrity measures to: (1) safeguard documents processed through ApplyProof, including any Personal Information identified by Originator Users; and (2) comply with applicable privacy and data protection laws and regulations.  We are the controller of any personal data we collect. An overview of our security practices can be found at https://www.applyproof.com/resources/security-overview  and an overview of our privacy practices can be found at https://www.applyproof.com/resources/privacy-overview.  Please note that you have the right to request access to, rectify, erase and restrict the processing of your personal data. You also have the right to revoke this consent to use your personal data. If you reside in the European Economic Area or Switzerland, and you are not satisfied with how we attended to your rights and requests, you can lodge a complaint with your local Data Protection Authority. These rights are more specifically described in the Privacy Notices posted on the ApplyBoard website at: https://www.applyproof.com/privacy-policy/. You may contact ApplyBoard with concerns about data protection compliance at: DPO@applyboard.com

8. Disclaimers

APPLYPROOF IS MADE AVAILABLE ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. WE DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT THAT THE OFFERING WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.  

YOU ALSO ACKNOWLEDGE AND AGREE THAT APPLYPROOF CONTAINS INFORMATION, DATA, DOCUMENTS, PAGES, AND IMAGES, CONTENT AND OTHER MATERIALS MADE AVAILABLE BY THIRD PARTIES (SUCH CONTENT, “THIRD PARTY CONTENT”).  APPLYBOARD IS NOT RESPONSIBLE FOR SUCH THIRD PARTY CONTENT. YOU AGREE THAT YOU ARE RESPONSIBLE FOR EXERCISING CARE AND DILIGENCE IN REVIEWING AND RELYING ON SUCH THIRD PARTY CONTENT.

9. Representations and Warranties

You represent and warrant to us that: (1) you have the right and authority to enter into these Terms and Conditions and to grant all rights granted by you in these Terms and Conditions; (2) if you are accessing or using ApplyProof on behalf of another person or entity, that you have the authority to bind such person or entity to these Terms and Conditions; and (3) you will perform all of your obligations under these Terms and Conditions in accordance with applicable laws and regulations.

10. Indemnity

You agree to defend and indemnify ApplyBoard, its affiliates, successors, assignees and their respective directors, officers, shareholders, employees and agents (the “ApplyBoard Parties”) from and against all losses, costs, damages, expenses, fines, fees, penalties, interest and liabilities (including reasonable legal fees and court costs) (“Claims”), which may be suffered or incurred by the ApplyBoard Parties from or relating to: (1) your use of ApplyProof contrary to these Terms and Conditions or any other related documentation or guidelines made available by us; and (2) any data, information, documents or other material that you make available to us, including as a result of your failure to obtain all necessary consents or permissions (including in respect of Personal Information) necessary for us to make ApplyProof available to you.

In the event of any Claims, we will use good faith efforts to promptly notify you of such Claims and provide you with reasonable assistance. We will have the right to participate in the defense of any Claim with legal counsel of our own choosing.  In addition, you will not enter into any settlement of any such Claim without our prior written consent, including if our rights would be impaired. 

11. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO APPLYPROOF OR THESE TERMS OF AND CONDITIONS.  TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS AND CONDITIONS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, APPLYPROOF, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS AND CONDITIONS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

12. General

12.1 Independent Service Provider

ApplyProof’s relationship to you is that of an independent service provider.

12.2 Governing Law

These Terms and Conditions will be governed by the laws of Ontario and the applicable federal laws of Canada, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. All disputes arising out of or in connection with these Terms and Conditions or ApplyProof shall be resolved exclusively in the jurisdiction and venue of the courts in Toronto, Ontario.

12.3 Non-Waiver

Our waiver of any default, breach or non-compliance under these Terms and Conditions will not be effective unless in writing and signed by us. Our non-enforcement of any of these Terms and Conditions or under any applicable law shall not constitute a waiver of any enforcement rights of the same or different nature at any time in the future. 

12.4 Term and Termination

The term of these Terms and Conditions will commence on the date you: (1) accepted these Terms and Conditions; or (2) the date you first access or use Apply Proof and will continue until terminated by either Party in accordance with these Terms and Conditions.  We may terminate these Terms and Conditions for convenience, at any time, by providing written notice to you.  

12.5 Survival 

Rights and obligations which have accrued or arisen under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions without prejudice. All provisions of these Terms and Conditions which by their nature should survive in order to give effect to the Terms and Conditions, shall survive termination or expiration, including ownership, confidentiality covenants, warranties, indemnities and limitations of liability.

12.6 Assignment

You may not assign these Terms and Conditions to any third party without our prior written consent. We may assign these Terms and Conditions or any rights under these Terms and Conditions to any third party without your consent. Any assignment in violation of this Section will be void. These Terms and Conditions will be binding upon permitted assignees. These Terms and Conditions will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

12.7 Entire Agreement

These Terms and Conditions, and any master service agreement, agreement, order forms, evaluation letters or other similar documents that incorporate these Terms and Conditions by reference (such letters or documents, “Order Forms”), constitute the entire agreement between the Parties pertaining to the subject matter of these Terms and Conditions and supersede all prior agreements and understandings of the Parties.  In the event of any conflict or inconsistency between these Terms and Conditions and such Order Form, unless expressly stated otherwise in the applicable Order Form, these Terms and Conditions will prevail to the extent of such conflict or inconsistency.

12.8 Fees and Expenses

During the Term, ApplyBoard will provide ApplyProof at no charge, unless we notify you upon on 45 days’ notice, along with any applicable payment terms.  

12.9 Force Majeure Events

Neither Party will be liable for delays caused by any event beyond its reasonable control, including acts of God, except that non-payment of amounts due under these Terms and Conditions will not be excused by this provision.

12.10 Severability

Any provision of these Terms and Conditions that is found to be unenforceable will be severed from these Terms and Conditions and these Terms and Conditions will continue in full force and effect with respect to all other provisions.

12.11 Construction and Interpretation

Except as otherwise provided in these Terms and Conditions, the Parties’ rights and remedies under these Terms and Conditions are cumulative. The term “includes” and “including” mean, respectively, “include without limitation” and “including without limitation”. Headings are for reference purposes only and have no substantive effect.

12.12 Notices

Any notices, reports or other communications required or permitted to be given under these Terms and Conditions will be in writing, including email, and will be sufficient if delivered by hand or sent by registered mail, courier or fax addressed to you or ApplyBoard at their respective addresses as advised in writing. 

12.13 Language

It is the express will of the Parties that these Terms and Conditions and all related documents have been drawn up in English.

13. Specific Provisions for Originator Users of ApplyProof

13.1 Introduction and Originator Users

ApplyProof is designed to permit Originator Users (e.g. schools, partners, third parties or other institutions) to digitally upload copies of certain documents for Recipient Users (e.g. students and/or immigration officials) to verify the authenticity of the source of documents.  The following types of documents may be uploaded by Originator User: (i) Proof of Acceptance; (ii) Proof of Financial Support; (iii) Proof of Language Proficiency; and (iv) such other documents approved by ApplyProof (together, the “Documents”).  Specifically, in addition to other features and functionalities, ApplyProof permits Originator Users to perform the following core actions:

  1. Upload, Transfer, or Enable Access to the existing documents;
  2. Generate Documents (i.e. to create a new document intended for Recipient Users);
  3. Invalidate Documents (i.e. to remove access for Recipient Users to an existing document that has been generated); and
  4. Revalidate Documents (i.e. to re-validate a document that has been previously invalidated).

When you are using ApplyProof as an Originator User, this Section 13 will apply to you.

13.2 Responsibilities of Originator Users

When using ApplyProof as an Originator User, you agree that you are responsible for:

  1. Managing access to each document on ApplyProof through the features and functionality we make available to you;
  2. Notifying Recipient Users whether the access to the access to documents have been granted and/or documents have been generated, invalidated or re-validated;
  3. Ensuring only the above-mentioned Documents approved by us are uploaded to ApplyProof;
  4. Communicating with Recipient Users how to access documents on ApplyProof;
  5. Ensuring the Documents and data, information or other materials you make available on ApplyProof are accurate and timely; 
  6. Ensuring that you have obtained the necessary rights and consents, or otherwise have all requisite authority, and have made all applicable disclosures, in each case as required by applicable laws (including privacy and data protection laws) to make available any documents, data, information or other materials to us, to facilitate making available ApplyProof to you and Recipient users (e.g., if you are an institution or third party partner, obtaining the necessary consents from,  and making required disclosures to, individuals to provide their Personal Information to us contained in any Documents or materials you submit to ApplyProof);
  7. Putting in place practices and processes to mitigate any risks related to Recipient Users relying on the accuracy and timeliness of the Documents, data, information or other materials you make available on ApplyProof;
  8. Managing access by your personnel (e.g. employees and contractors) to ApplyProof and ensuring that only authorized personnel use your Credentials and only on your behalf; and
  9. Maintaining current contact information of a single point of contact that we can reach out to in order to facilitate your use of ApplyProof.

13.3 License to Your Documents and Related Materials and Trademarks

In order for us to make available ApplyProof to you as an Originator User, we rely on you to provide us with the necessary rights to the Documents, including any information, data or other materials you make available contained in or related to such Documents, on ApplyProof (“Documents and Related Materials”), as well as your trademarks and logos. Accordingly,  you grant us a world-wide, irrevocable, royalty-free and fully paid-up right and license to access, use, reproduce and display: (1) all Documents and Related Materials  in connection with our provision of ApplyProof, including to you and Recipient Users; and (2) your name, trademarks, service marks and logo (the “Trademarks”) for the purposes of making available ApplyProof to you and Recipient Users.

13.4 Optional Professional Services and other Value-Added Services

Upon Originator User’s written request, ApplyBoard may, at its discretion, provide professional services and other value-added services, such as the following, at an additional cost and expense: 

  1. professional services to integrate ApplyProof with Originator User’s software and systems;
  2. email services, which will enable you to use ApplyProof through email; or
  3. templating services, which will enable you to use ApplyProof to provide data in an agreed upon method and receive a templated document from ApplyProof.

Any such professional services or value-added services will be subject to a separate agreement, addendum or order form that contains fees and other terms mutually agreed to by the Parties. 

13.5 Public Announcements

Either Party may make a public announcement relating to these Terms and Conditions or use the other Party’s name or logo in connection with advertising, promotional materials or publicity releases related to ApplyProof, provided that prior written approval is first obtained from the other Party.

13.6 Representations, Warranties and Indemnification Applicable to Originator Users

As the Originator User, you are responsible for ensuring you have the necessary rights to Documents and Related Materials for us to make ApplyProof available to you and any Recipient Users.  Accordingly, you represent and warrant that you have all rights, consents and authority, and have made all applicable disclosures, in each case, as required by applicable laws (including privacy and data protection laws) to make available Documents and Related Materials to us, including for greater certainty, any Personal Information contained in such Documents and Related Materials.

You understand that Documents and Related Materials you transfer, access and/or upload to ApplyProof may be relied upon by third party Recipient Users (e.g., Immigration Officials) to make important decisions based on them and that you are solely responsible for the accuracy and timeliness of their contents and ensuring that any such Recipient Users understand that you, and not us, are responsible for the contents of the Documents and Related Materials.

In addition to Section 10 (Indemnity), you agree to defend and indemnify all ApplyBoard Parties from and against all Claims (as defined in Section 10), which may be suffered or incurred by the ApplyBoard Parties from or relating to: (1) any claims from Recipient Users related to your use of ApplyProof; (2) any Documents and Related Materials you have made available to us; and (3) the breach of your representations and warranties under these Terms and Conditions.

14. Specific Provisions for Recipient Users
(e.g., Students or Immigration Officials) of ApplyProof

14.1 Introduction and Recipient Users 

ApplyProof is designed to permit Recipient Users (e.g., students, immigration officials or any other authorized user) to review digitally transferred and/or uploaded documents (e.g., Proof of Acceptance, Proof of Financial Support, and Proof of Language Proficiency) .) to access the documents and verify the authenticity of the source of documents.  When you are using ApplyProof as a Recipient User, this Section 14 will apply you.

14.2 Sharing of Documents with Other Persons or Entities

As the Recipient User, you are responsible for keeping any notifications links, codes or passcodes in respect of any documents shared with you. If you share your documents through ApplyProof, including by sharing any notification links, codes or passcodes with other persons or entities, you authorize such other persons or entities to use ApplyProof in the capacity of a Recipient User to digitally review such uploaded documents to verify the authenticity of the source of the documents.

14.3 Disclaimers Applicable to Recipient Users.

YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT, AND CANNOT, GUARANTEE THAT DOCUMENTS OR ANY OTHER DATA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE BY US OR THROUGH APPLYPROOF IS TIMELY, COMPLETE, TRUE, ACCURATE, OR FREE FROM ERRORS. APPLYPROOF HAS BEEN MADE AVAILABLE FOR YOUR CONVENIENCE ONLY AND YOUR USE OF APPLYPROOF IS ENTIRELY AT YOUR OWN RISK.  APPLYPROOF IS NOT A SUBSTITUTE FOR YOUR INDEPENDENT VERIFICATION OF ANY DOCUMENTS, DATA, INFORMATION OR MATERIALS OR THE SERVICES OF A PROFESSIONAL. 

YOU ACKNOWLEDGE THAT APPLYPROOF IS NOT DESIGNED OR INTENDED TO VERIFY THE CONTENTS OF ANY DOCUMENTS. ACCORDINGLY, ANY CONCERNS, QUESTIONS OR INQUIRIES OR OTHER ISSUES (“ISSUES”) RELATED TO THE DOCUMENTS OR THE CONTENTS CONTAINED THEREIN IS SOLELY BETWEEN YOU AND THE ORIGINATOR USER, AND NOT APPLYPROOF.  IF YOU HAVE ANY ISSUES WITH THE DOCUMENTS OR CONTENTS CONTAINED THEREIN, IT IS YOUR RESPONSIBILITY TO RAISE SUCH ISSUES DIRECTLY WITH THE ORIGINATOR USER.