Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and YBAWS! Inc. ("YBAWS!", "we", "us", or "our"), a corporation incorporated under the laws of Ontario, Canada.

By creating an account, accessing the YBAWS! platform at ybaws.caor any associated subdomains, or using any of our services (collectively, the "Service"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms in full, you must not access or use the Service. If you are accessing the Service on behalf of a professional firm or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" shall include both the individual and the entity.

These Terms are entered into as of the date you first access or use the Service, and supersede all prior or contemporaneous agreements, representations, or understandings relating to the subject matter herein.

2. Description of Service

YBAWS! Inc. operates a cloud-based business management platform purpose-built for Canadian Chartered Professional Accountant ("CPA") firms and the small and medium-sized businesses ("SMBs") they serve. The Service comprises four integrated modules:

1. CPA Document Collection Portal: A secure, encrypted channel through which CPA firms may request, receive, and manage financial documents, tax records, and supporting materials from their business clients. The portal includes automated reminders, document classification, version control, and audit trail functionality.
2. Canada Small Business Financing (SBL) Platform: A facilitation tool that assists CPA firms and their SMB clients in preparing, organizing, and submitting applications under the Canada Small Business Financing Act and related federal and provincial lending programs. YBAWS! does not itself provide financing, act as a lender, or provide financial advice. All financing decisions are made exclusively by participating financial institutions.
3. Digital Estate Vault: A zero-knowledge encrypted personal vault enabling individuals and business owners to store, organize, and distribute critical documents, credentials, directives, and legacy information. The vault uses end-to-end encryption such that YBAWS! Inc. cannot access, read, or disclose vault contents under any circumstances. Release of vault contents is governed solely by user-defined triggers and authorized contacts.
4. Professional Network and Referral Layer: A discovery and referral system enabling CPA firms to connect with affiliated professionals, including legal counsel, financial planners, and insurance advisors, for the benefit of shared clients. Participation in the professional network is voluntary.

YBAWS! may add, modify, suspend, or discontinue any feature or module of the Service at any time, subject to the notice obligations set out in Section 16.

3. Eligibility

To register for and use the Service, you must meet all of the following eligibility requirements:

• You are at least 18 years of age. The Service is not intended for use by minors, and we do not knowingly collect personal information from individuals under 18.
• You are a Canadian CPA firm, a professional corporation operated by a Canadian CPA, or a client of such a firm accessing the Service at the invitation of their CPA firm account holder.
• You are legally permitted to enter into binding agreements under the laws of Canada and the province or territory in which you operate.
• Your account has not been previously suspended or terminated by YBAWS! for violation of these Terms.

Where a CPA firm registers on behalf of the firm as an entity, the individual completing registration represents and warrants that they are a partner, director, officer, or other duly authorized representative of the firm and have full authority to bind the firm to these Terms. The firm and the individual registrant shall be jointly and severally responsible for compliance with these Terms.

YBAWS! reserves the right to verify eligibility at any time and to suspend or terminate accounts where eligibility cannot be confirmed.

4. Account Registration and Security

To access the Service, you must create an account by providing accurate, current, and complete information as prompted during registration, including a valid professional email address, firm name, and billing information where applicable. You agree to maintain and promptly update your account information to keep it accurate and complete.

You are responsible for safeguarding your account credentials, including your password and any multi-factor authentication ("MFA") tokens. YBAWS! strongly recommends enabling MFA on all accounts. You agree not to share your credentials with any third party and to take all reasonable precautions to prevent unauthorized access to your account.

You are solely responsible for all activity that occurs under your account, regardless of whether such activity was authorized by you. You must notify YBAWS! immediately at security@ybaws.ca upon becoming aware of any actual or suspected unauthorized access to or use of your account.

YBAWS! will never ask you for your password by email, phone, or any other channel. If you receive such a request purportedly from YBAWS!, you should treat it as fraudulent and report it immediately.

Firm administrators may create sub-accounts for team members and clients. The firm administrator is responsible for managing access permissions for all sub-accounts within their firm and for ensuring that sub-account holders comply with these Terms.

5. Subscription and Payment Terms

5.1 Pricing and Currency

All fees for the Service are stated and charged in Canadian Dollars (CAD) unless explicitly stated otherwise. Applicable taxes, including Harmonized Sales Tax ("HST") or Goods and Services Tax ("GST") where required by applicable Canadian tax law, will be added to your invoice.

5.2 Free Trial

New accounts are eligible for a 60-day free trial of the Service during which no payment is required. The free trial commences on the date of account creation and ends automatically at 11:59 PM Eastern Time on the fourteenth calendar day thereafter. You must provide valid payment information to activate a trial. We will not charge your payment method during the trial period.

5.3 Billing and Auto-Renewal

Following the expiration of any free trial, and at the end of each subscription period thereafter, your subscription will automatically renew for an equivalent term unless cancelled in accordance with Section 5.5. By providing payment information and activating a paid subscription, you expressly authorize YBAWS! to charge your designated payment method on a recurring basis for the applicable subscription fees.

All billing is processed through Stripe, Inc., our third-party payment processor. YBAWS! does not store your full payment card details on its servers. By completing a purchase, you also agree to Stripe's terms of service and privacy policy. YBAWS! will provide receipts and invoices through the billing portal accessible from your account dashboard.

5.4 Failed Payments

If a payment fails, YBAWS! will attempt to re-process the payment up to three times over a seven-day period. If payment cannot be collected after these attempts, your account will be downgraded to a restricted state, during which you will retain read-only access to your existing data but will not be able to use active features of the Service. Access will be fully restored upon successful payment.

5.5 Cancellation Policy

You may cancel your subscription at any time from the account settings page. Cancellation takes effect at the end of the current billing period; you will not receive a pro-rated refund for any unused portion of a paid term unless required by applicable law.

Following cancellation, your account will enter a 90-day data retention period during which your data will remain accessible in read-only format. After 90 days, all account data, including documents, vault contents, and audit logs, will be permanently deleted from YBAWS! servers. You are solely responsible for exporting any data you wish to retain before the end of the 90-day period. Note that zero-knowledge vault contents can only be decrypted by holders of the appropriate keys; YBAWS! cannot recover vault contents on your behalf.

5.6 Refund Policy

Subscription fees are non-refundable except as required by applicable Canadian consumer protection legislation or where YBAWS! has failed to deliver a material feature of the subscribed tier for a continuous period exceeding 72 hours (see Section 11). Requests for refunds must be submitted in writing to billing@ybaws.ca.

5.7 Price Changes

YBAWS! reserves the right to modify subscription fees upon 30 days' written notice to the email address associated with your account. Your continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing. If you do not accept a price change, you may cancel your subscription before the effective date without penalty.

6. Acceptable Use Policy

6.1 Permitted Uses

Subject to these Terms, you may use the Service to:

• Collect, organize, and manage financial documents and records for legitimate accounting, tax preparation, and advisory services.
• Facilitate the preparation and submission of financing applications on behalf of your clients in compliance with applicable law.
• Store, organize, and configure release conditions for personal and business documents within your digital estate vault.
• Communicate with clients through secure, in-platform messaging for Service-related purposes.
• Refer clients to other professionals through the professional network feature, subject to any applicable provincial regulatory requirements governing referral arrangements.

6.2 Prohibited Uses

You must not use the Service, and must ensure that sub-account holders do not use the Service, for any of the following:

• Any unlawful purpose or in violation of any applicable federal, provincial, or municipal law, regulation, or professional regulatory standard, including without limitation the rules and standards of the Chartered Professional Accountants of Canada ("CPA Canada") or any provincial CPA body.
• Processing, transmitting, or storing data relating to the proceeds of crime, money laundering, or terrorist financing as defined under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).
• Uploading, transmitting, or storing content that infringes any intellectual property right, privacy right, or other right of any third party.
• Attempting to gain unauthorized access to any portion of the Service, any other user's account, or any system or network connected to the Service through hacking, password mining, or any other means.
• Interfering with or disrupting the integrity, security, or performance of the Service, including by transmitting malware, viruses, or other harmful code.
• Using automated means, including bots, scrapers, or crawlers, to access, index, or interact with the Service without express written authorization from YBAWS!.
• Reverse engineering, decompiling, or disassembling any part of the Service, or attempting to derive source code or trade secrets.
• Misrepresenting your identity, credentials, or professional standing.
• Using the Service to transmit unsolicited commercial communications or to engage in any form of harassment or abuse.
• Sublicensing, reselling, or otherwise commercializing access to the Service without prior written authorization from YBAWS!.

YBAWS! reserves the right to investigate suspected violations of this Acceptable Use Policy and to suspend or terminate accounts where violations are confirmed or reasonably suspected, without liability to you.

7. Data and Privacy

The collection, use, and disclosure of personal information in connection with the Service is governed by our Privacy Policy, which complies with the Personal Information Protection and Electronic Documents Act ("PIPEDA"), S.C. 2000, c. 5, and is incorporated into these Terms by reference.

7.1 Canadian Data Residency

All personal information and client data processed through the Service is stored exclusively on servers located within Canada, currently hosted on Supabase infrastructure in the Toronto region. YBAWS! does not transfer personal information outside of Canada except as expressly disclosed in the Privacy Policy.

7.2 Encryption

All data transmitted to and from the Service is encrypted in transit using TLS 1.2 or higher. Data at rest is encrypted using AES-256 encryption. The digital estate vault employs an additional layer of zero-knowledge end-to-end encryption, as further described in Section 9.

7.3 PIPEDA Compliance

YBAWS! is committed to compliance with PIPEDA and any applicable provincial privacy legislation. We have designated a Privacy Officer responsible for overseeing our data protection practices. Contact information for the Privacy Officer is provided in our Privacy Policy and in Section 17 of these Terms.

8. Intellectual Property

8.1 YBAWS! Intellectual Property

The Service, including all software, algorithms, interfaces, designs, trademarks, trade dress, documentation, and all other content created by YBAWS! or its licensors ("YBAWS! Content"), is and shall remain the exclusive property of YBAWS! Inc. and its licensors. Nothing in these Terms transfers any ownership interest in YBAWS! Content to you.

Subject to your compliance with these Terms and payment of applicable fees, YBAWS! grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the term of your subscription.

8.2 Ownership of Data and Work Product

All data, documents, reports, schedules, models, analyses, and materials created, generated, derived, or compiled within the Service — including information that you or your clients submit ("Client Inputs") — are owned by YBAWS! Inc. To the extent any Client Input is not owned outright by YBAWS! Inc., you grant YBAWS! Inc. a perpetual, irrevocable, worldwide, royalty-free licence to host, use, reproduce, analyze, assimilate, and create derivative works from it for the purposes described in these Terms and the Privacy Policy.

You represent and warrant that you have all rights, consents, and authorizations necessary to submit Client Inputs and to grant the licence described above, and that Client Inputs do not infringe any third-party rights.

This Section does not apply to zero-knowledge Digital Estate Vault contents, which YBAWS! cannot access (see Section 9.1). Nothing in these Terms limits an individual's right under applicable privacy law to access a copy of their own personal information.

8.3 Feedback

If you provide suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant YBAWS! a perpetual, irrevocable, royalty-free licence to use, implement, and commercialize such Feedback without any obligation or compensation to you.

9. Client Data and Vault Contents

9.1 Zero-Knowledge Architecture

The digital estate vault module employs zero-knowledge encryption. This means that User Content stored in a vault is encrypted client-side before transmission to YBAWS! servers, using keys that are derived from user-controlled credentials and, where applicable, distributed among authorized contacts using Shamir's Secret Sharing cryptography. YBAWS! Inc. does not hold, store, or have access to the encryption keys required to decrypt vault contents.

As a result, YBAWS! Inc. cannot read, access, disclose, or recover vault contents under any circumstances, including in response to legal process, court orders, law enforcement requests, or at your own request. You are solely responsible for maintaining access to your vault encryption keys and ensuring that your authorized contacts are appropriately designated.

9.2 CPA Firm as Data Controller

With respect to personal information belonging to your clients that is processed through the document collection portal, the CPA firm is the data controllerfor the purposes of PIPEDA, and YBAWS! acts as a data processor on the firm's behalf. CPA firms are responsible for ensuring that they have appropriate authority and consent from their clients to collect and transmit client personal information through the Service.

By using the document collection portal, each CPA firm agrees to enter into the YBAWS! Data Processing Agreement ("DPA"), available upon request at legal@ybaws.ca, which sets out the obligations of each party with respect to client personal information under PIPEDA.

9.3 Use and Assimilation of Data; No Sale; Proprietary Work Product

YBAWS! Inc. may use, reproduce, analyze, and assimilate data processed through the Service — including individual-level data, but excluding zero-knowledge vault contents — to operate, train, and continuously improve the platform, its models, and its services. By using the Service, you consent to this use. YBAWS! Inc. does not sell or rent identifiable client data to third parties for their own commercial purposes.

The Service delivers finished output documents — for example, compiled financial statements, quality-of-earnings reports, and valuation reports ("Deliverables"). The underlying working materials — including FP&A and M&A schedules, methodologies, intermediate calculations, templates, and structured datasets ("Working Materials") — are the proprietary property, working papers, and trade secrets of YBAWS! Inc. and are not provided, exported, or licensed to you. On termination, you retain the Deliverables already issued to you but have no right to export or receive the Working Materials.

10. Professional Responsibility Disclaimer

YBAWS! Inc. is a technology company, not a registered CPA firm, law firm, financial advisory firm, or any other regulated professional services entity. Nothing in the Service, or any communication from YBAWS! in connection with the Service, constitutes or should be construed as:

• Accounting, tax, or audit advice;
• Legal advice or the practice of law;
• Financial planning, investment, or securities advice;
• Insurance advice; or
• A recommendation regarding any specific financial institution, lender, or financing product.

All professional judgement, client advice, regulatory compliance determinations, and professional responsibilities remain exclusively with the qualified CPA firm or other licensed professional providing services to the client. YBAWS! is a software tool designed to support, not replace, professional judgment.

Any documents, templates, or checklists provided within the Service are for informational purposes only and do not constitute professional advice. CPA firms and their clients should not rely on any such materials without independent verification by a qualified professional.

11. Service Level and Availability

YBAWS! will use commercially reasonable effortsto make the Service available 24 hours a day, 7 days a week, subject to scheduled maintenance windows and circumstances beyond YBAWS!'s reasonable control. YBAWS! targets 99.5% uptime for paid subscription tiers but does not provide a guaranteed contractual Service Level Agreement ("SLA") except pursuant to a separately executed enterprise agreement.

Free tier accountsare provided on an "as-is" and "as-available" basis with no uptime commitment.

YBAWS! will provide reasonable advance notice of scheduled maintenance that is expected to cause service interruptions exceeding 30 minutes, via the status page at status.ybaws.ca and, where reasonably practicable, by email to firm account administrators.

YBAWS! is not liable for service interruptions caused by factors outside its reasonable control, including internet service provider failures, third-party infrastructure outages, acts of God, civil disturbance, government action, or cyberattacks that YBAWS! has taken commercially reasonable measures to prevent.

12. Limitation of Liability

12.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. YBAWS! EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, IN NO EVENT SHALL YBAWS! INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR ANTICIPATED SAVINGS;
• COST OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA RESULTING FROM YOUR FAILURE TO MAINTAIN ADEQUATE CREDENTIAL SECURITY;

ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF YBAWS! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, YBAWS!'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF:

• THE TOTAL FEES PAID BY YOU TO YBAWS! IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

12.4 Exceptions

The limitations in this Section 12 do not apply to liability for: (a) death or personal injury caused by YBAWS!'s gross negligence or wilful misconduct; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law, including the consumer protection provisions of applicable Canadian provincial legislation to the extent they apply.

13. Indemnification

You agree to defend, indemnify, and hold harmless YBAWS! Inc. and its directors, officers, employees, agents, and successors ("Indemnified Parties") from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Your use of the Service in violation of these Terms;
2. Your User Content, including any claim that it infringes a third-party right;
3. Your failure to obtain necessary consents or authorizations from your clients before processing their personal information through the Service;
4. Your violation of any applicable law or professional regulatory standard; or
5. Any claim by a client of yours arising from the professional services you provide to that client.

YBAWS! reserves the right to assume exclusive control of the defense of any matter subject to indemnification by you, at your expense, in which case you will cooperate with YBAWS! in asserting available defenses.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction.

Subject to Section 15, you irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, for the resolution of any dispute that is not subject to arbitration under Section 15.

15. Dispute Resolution

15.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Service ("Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiation. The party raising the Dispute must provide written notice to the other party specifying the nature and particulars of the Dispute. The parties shall have 30 days from delivery of the notice to resolve the Dispute through negotiation before proceeding to arbitration.

15.2 Arbitration

If the parties are unable to resolve a Dispute through negotiation within the 30-day period, the Dispute shall be finally resolved by binding arbitration administered by ADR Chambers or such other mutually agreed arbitration service, in accordance with its applicable arbitration rules as in effect at the time. The seat of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

15.3 Class Action Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST YBAWS!. YOU MAY ONLY BRING CLAIMS AGAINST YBAWS! IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION PROCEEDING.

15.4 Injunctive Relief

Nothing in this Section 15 prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending the resolution of a Dispute.

16. Changes to Terms

YBAWS! may modify these Terms at any time. We will provide at least 30 days' advance written noticeof material changes to the email address associated with your account and by posting the updated Terms on our website with an updated "Last Updated" date.

Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cancel your subscription before the effective date of the amendment, in which case the prior version of the Terms will govern the wind-down period.

For non-material changes, such as corrections of typographical errors, updated contact information, or clarifications that do not alter your rights or obligations, YBAWS! may update these Terms without prior notice, provided that the change is identified as non-material in the version history.

17. Contact Information

For all legal inquiries, notices under these Terms, or concerns regarding these Terms of Service, please contact:

If you have a complaint about our privacy practices, please refer to the Privacy Policy for information about how to contact our Privacy Officer and how to file a complaint with the Office of the Privacy Commissioner of Canada.