Exact Balance
Last updated: March 1, 2026
Please read these Terms and Conditions (these "Terms") carefully before using the Platform. By creating an account, clicking "I Accept," or by otherwise accessing or using the Platform, you ("Customer" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case "Customer" or "you" shall refer to such entity. If you do not agree to these Terms or do not have the authority to bind such entity, you must not access or use the Platform.
These Terms constitute a binding agreement between Customer and 11893874 CANADA INC., a corporation incorporated pursuant to the Canada Business Corporations Act, with offices located at 1130 Sherbrooke St W #1200, Montreal, Quebec H3A 2M8 ("JC Holdings", "we", "us", or "our").
Capitalized terms used in these Terms shall have the meanings set forth in this Section 1 or as defined elsewhere in these Terms.
"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Platform under the rights granted pursuant to these Terms.
"Documentation" means any user guides, online help files, and other technical documentation provided by JC Holdings relating to the Platform.
"Platform" means the software-as-a-service product operated by JC Holdings and accessible at exactbalance.ca, including all updates, upgrades, and modifications thereto made available by JC Holdings during the Subscription Term.
"Subscription Plan" means the specific product tier, features, and usage limits selected by Customer, as displayed on the Platform's pricing page at the time of purchase.
"Subscription Term" has the meaning set forth in Section 6.
"Trial Period" means the free trial period during which Customer may access and evaluate the Platform at no charge, as described in Section 2(e).
Subject to the terms and conditions of these Terms and Customer's payment of all applicable Fees (or during the Trial Period), JC Holdings hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for Customer's internal business purposes in accordance with the Subscription Plan and the Documentation.
Customer may permit its Authorized Users to access the Platform, provided that Customer shall be responsible for all acts and omissions of its Authorized Users in connection with these Terms. The number of Authorized Users shall not exceed the limit associated with the applicable Subscription Plan.
Customer shall not, and shall not permit any Authorized User or third party to: (i) copy, modify, adapt, translate, or create derivative works based on the Platform; (ii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Platform; (iii) sublicense, resell, distribute, or make the Platform available to any third party other than Authorized Users; (iv) use the Platform to provide data processing services to third parties as a service bureau; (v) interfere with or disrupt the integrity or performance of the Platform; (vi) use the Platform in any manner that violates applicable law; (vii) use the Platform or any output thereof to build, improve, train, or benchmark a product or service that competes with the Platform; or (viii) use the Platform in violation of the Acceptable Use Policy referenced in Section 2(g).
JC Holdings shall use commercially reasonable efforts to make the Platform available 99.5% of the time during each calendar month, excluding scheduled maintenance windows. JC Holdings shall provide reasonable advance notice of scheduled maintenance.
JC Holdings may offer a Trial Period at its sole discretion. During the Trial Period, the Platform is provided "AS-IS" and "AS AVAILABLE" without any warranty of any kind. JC Holdings may terminate the Trial Period at any time without notice. Upon expiration of the Trial Period, Customer's access to the Platform will cease unless Customer subscribes to a paid Subscription Plan.
Any data that Customer enters into the Platform during the Trial Period may be permanently deleted upon expiration of the Trial Period unless Customer upgrades to a paid Subscription Plan. JC Holdings' total aggregate liability arising out of or relating to Customer's use of the Platform during the Trial Period shall not exceed one hundred Canadian Dollars ($100.00 CAD).
Customer is responsible for maintaining the confidentiality of its account credentials and for all activities that occur under its account. Customer shall immediately notify JC Holdings of any unauthorized use of its account or any other breach of security.
Customer's use of the Platform is subject to JC Holdings' Acceptable Use Policy ("AUP"), as may be published and updated from time to time on the Platform. The AUP is incorporated herein by reference. JC Holdings may update the AUP at any time by posting the revised version on the Platform; continued use of the Platform after such posting constitutes acceptance of the updated AUP. A violation of the AUP shall constitute grounds for immediate suspension or termination of Customer's access without the cure period otherwise required under Section 7(b).
JC Holdings may, upon reasonable prior written notice and no more than once per twelve (12) month period, audit Customer's use of the Platform to verify compliance with the Subscription Plan limits and the use restrictions set forth in Section 2(c). Customer shall cooperate with any such audit and provide reasonable access to relevant records. If an audit reveals that Customer has exceeded its Subscription Plan limits, Customer shall promptly pay any applicable Fees for such excess usage.
Customer shall pay to JC Holdings the subscription fees (the "Fees") associated with the Subscription Plan selected by Customer, as displayed on the Platform's pricing page at the time of purchase. Fees are due and payable in advance in accordance with the billing frequency associated with the applicable Subscription Plan (monthly or annually).
Where applicable, Customer shall pay to JC Holdings a one-time, non-refundable setup fee of $5,500.00 CAD (the "Setup Fee") upon upgrading to a paid Subscription Plan. The Setup Fee covers initial configuration, onboarding, and integration of the Platform for Customer's use and is non-refundable regardless of whether Customer subsequently cancels or terminates.
All payments are processed through our third-party payment processor (currently Stripe, Inc.). By providing payment information, Customer authorizes JC Holdings and its payment processor to charge the applicable Fees to Customer's designated payment method. Customer agrees to the payment processor's applicable terms of service. JC Holdings is not responsible for any errors, delays, or failures caused by the payment processor.
Customer's Subscription Plan will automatically renew at the end of each billing cycle, and Customer's payment method will be automatically charged the then-current Fees for the applicable Subscription Plan, unless Customer cancels prior to the renewal date in accordance with Section 7.
Customer shall be responsible for all goods and services, harmonized sales, sales, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial or local governmental entity or regulatory authority on any amounts payable by Customer hereunder; provided that in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, JC Holdings' income, revenues, gross receipts, personnel, or real or personal property, or other assets.
Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of eighteen percent (18%) per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse JC Holdings for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees.
In addition to all other remedies available under these Terms or at law (which JC Holdings does not waive by the exercise of any rights hereunder), JC Holdings shall be entitled to suspend Customer's access to the Platform, in whole or in part, without liability and without any cure period, if: (i) Customer fails to pay any undisputed Fees when due and such failure continues for fifteen (15) days following written notice thereof; (ii) JC Holdings reasonably and in good faith believes that Customer's use of the Platform violates Section 2(c) (Use Restrictions) or the Acceptable Use Policy; or (iii) JC Holdings reasonably determines that continued access by Customer poses a security, legal, or reputational risk to JC Holdings, its infrastructure, or other customers. JC Holdings shall use commercially reasonable efforts to notify Customer promptly of any suspension under this Section and to restore access once the underlying cause has been resolved.
JC Holdings may adjust the Fees at any time by providing Customer with at least thirty (30) days' prior written notice (which may be provided by email or through the Platform) before the commencement of the next billing cycle. Continued use of the Platform after the effective date of a fee adjustment constitutes acceptance of the adjusted Fees.
Customer's obligation to pay all Fees due under these Terms is absolute, unconditional, and independent of any other obligation or right under these Terms. Customer shall not withhold, set off, or reduce any payment of Fees on account of any claim, dispute, counterclaim, or defence that Customer may have against JC Holdings, whether arising under these Terms or otherwise.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, "Intellectual Property Rights") in and to the Platform, the Documentation, and any improvements, modifications, or derivative works thereof shall be owned exclusively by JC Holdings. No rights are granted to Customer except as expressly set forth in these Terms.
As between the parties, Customer retains all rights, title, and interest in and to all data, information, and materials submitted by Customer or its Authorized Users to the Platform ("Customer Data"). Customer hereby grants JC Holdings a non-exclusive, worldwide, royalty-free licence to use, copy, store, and process Customer Data solely to the extent necessary to provide the Platform and perform its obligations under these Terms.
JC Holdings may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Platform ("Aggregated Data") for purposes of improving the Platform, generating industry benchmarks, and other lawful business purposes, provided that such Aggregated Data does not identify Customer or any individual.
To the extent that JC Holdings processes any personal information (as defined under applicable law) contained within Customer Data, JC Holdings shall: (i) process such personal information only as necessary to provide the Platform and perform its obligations under these Terms; (ii) implement and maintain appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, use, alteration, disclosure, or destruction; (iii) comply with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) ("PIPEDA") and Québec's Act respecting the protection of personal information in the private sector (CQLR, c. P-39.1), as amended from time to time; and (iv) promptly notify Customer upon becoming aware of any unauthorized access to or disclosure of Customer Data that constitutes a security breach under applicable law.
JC Holdings' collection, use, and disclosure of personal information is further described in its Privacy Policy, available at exactbalance.ca/privacy, which is incorporated herein by reference. JC Holdings shall retain Customer Data only for so long as is necessary to fulfill the purposes for which it was collected or as required by applicable law, in accordance with the data retention schedule set forth in the Privacy Policy.
Customer is solely responsible for determining the suitability of the Platform for Customer's business and for complying with any data privacy and protection regulations applicable to Customer Data and Customer's use of the Platform.
To the extent Customer provides suggestions, proposals, ideas, recommendations, or other feedback regarding the Platform ("Feedback"), Customer hereby grants JC Holdings a royalty-free, fully paid-up, sublicensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and licence to use, make, sell, and otherwise exploit such Feedback (including by incorporation into the Platform) without restriction or obligation of any kind. Feedback does not constitute Customer Confidential Information.
From time to time during the Subscription Term, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within five (5) days thereafter, is summarized in writing and confirmed as confidential ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this Section 5; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information.
The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under these Terms; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Terms.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.
For purposes of this Section 5 only, Receiving Party's Group shall mean the Receiving Party's affiliates and its or their employees, officers, directors, agents, independent contractors, service providers, subcontractors, lawyers, accountants and financial advisors.
The "Subscription Term" begins on the date Customer first subscribes to a paid Subscription Plan and continues for the billing period selected by Customer (monthly or annually), unless sooner terminated pursuant to Section 7.
The Subscription Term shall automatically renew for successive periods equal to the original billing period, unless Customer cancels the Subscription Plan through the Platform or by providing written notice to JC Holdings at least thirty (30) days prior to the expiration of the then-current billing period.
Customer may cancel its Subscription Plan at any time through the Platform's account settings or by providing written notice to JC Holdings. Cancellation will take effect at the end of the then-current billing period. No refunds will be issued for any unused portion of a billing period.
Either party may terminate these Terms, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (i) materially breaches these Terms, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Notwithstanding the foregoing, JC Holdings may terminate these Terms on written notice if Customer fails to pay any Fees when due: (i) and such failure continues for ninety (90) days after JC Holdings' written notice of non-payment; or (ii) more than two (2) times in any twelve (12) month period.
Upon termination or expiration of these Terms: (i) Customer's right to access and use the Platform shall immediately cease; (ii) Customer shall pay all Fees owing for the period up to and including the effective date of termination; and (iii) upon Customer's written request made within thirty (30) days of termination, JC Holdings shall make Customer Data available for export in a standard machine-readable format. After such thirty (30) day period, JC Holdings shall have no obligation to maintain or provide Customer Data.
Customer acknowledges and agrees that its sole rights and remedies in connection with the termination of these Terms are explicitly set forth herein and hereby expressly waives the benefit and application of Articles 2125, 2126 and 2129 of the Civil Code of Québec.
By accepting these Terms, Customer represents and warrants that: (a) if Customer is an entity, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or formation; (b) the individual accepting these Terms has full power and authority to bind Customer to these Terms; and (c) Customer's use of the Platform will comply with all applicable laws and regulations.
JC Holdings warrants that: (a) the Platform shall perform materially in accordance with the Documentation during the Subscription Term; and (b) the Platform will be provided using personnel of commercially reasonable skill, experience, and qualifications.
The Platform produces outputs, including reports, analyses, evaluations, and verification results, that are provided for informational purposes only. Such outputs do not constitute financial advice, legal advice, accounting advice, or any other form of professional advice. JC Holdings makes no representation or warranty as to the accuracy, completeness, or reliability of any Platform output. Customer is solely responsible for independently verifying any information obtained through the Platform and for any decisions or actions taken based on Platform outputs. JC Holdings shall not be liable for any loss or damage arising from Customer's reliance on Platform outputs.
To the maximum extent permitted by applicable law, JC Holdings (a) makes no warranties except for those set out above; and (b) disclaims all other warranties and conditions, whether express or implied, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose and free and clear title.
To the maximum extent permitted by applicable law, JC Holdings' sole and exclusive liability and Customer's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for JC Holdings to use commercially reasonable efforts to cure any material non-conformity. If JC Holdings cannot cure such non-conformity within a reasonable time (but no more than thirty (30) days) after Customer's written notice of such breach, Customer may cancel the Subscription Plan and receive a pro-rata refund of any prepaid Fees for the remainder of the then-current billing period.
Customer shall indemnify, defend, and hold harmless JC Holdings, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or relating to: (a) Customer's or any Authorized User's misuse of the Platform or breach of these Terms; (b) Customer's or any Authorized User's violation of any applicable law, regulation, or governmental order; or (c) any third-party claim arising out of or relating to Customer Data or Customer's use of the Platform, including but not limited to claims that Customer Data infringes or misappropriates any third party's intellectual property rights or violates any third party's privacy rights.
To the maximum extent permitted by applicable law, in no event shall JC Holdings be liable to Customer or to any third party for any loss of use, revenue, or profit or loss of data or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, extra-contractual liability, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not JC Holdings has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
In no event shall JC Holdings' aggregate liability arising out of or related to these Terms, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate Fees paid or payable to JC Holdings in the three (3) month period preceding the event giving rise to the claim.
Notwithstanding Sections 11(a) and 11(b), the limitations set forth therein shall not apply to: (i) Customer's obligation to pay Fees and any other amounts due under these Terms; (ii) either party's breach of its obligations under Section 5 (Confidentiality); (iii) Customer's indemnification obligations under Section 10; (iv) either party's gross negligence or willful misconduct; or (v) JC Holdings' right to collect unpaid Fees due hereunder, including interest, late charges, and collection costs pursuant to Section 3(f).
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is reflected in the pricing offered by JC Holdings and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms.
JC Holdings may provide notices to Customer by email to the address associated with Customer's account, or through the Platform. Customer shall provide notices to JC Holdings by email to support@exactbalance.ca or by certified mail to the address set forth above. Notices shall be deemed effectively given when sent by email during normal business hours (and on the next business day if sent after normal business hours).
These Terms and all related documents, and all matters arising out of or relating to these Terms, whether sounding in contract, tort or statute, are governed by, and construed in accordance with, the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Québec.
Any legal suit, action, litigation or proceeding of any kind whatsoever arising out of or relating to these Terms shall be instituted in the courts of the Province of Québec. Each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the aforementioned courts. Each party agrees that a final judgment in any such proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
These Terms constitute the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous written or oral understandings, agreements, representations and warranties with respect to such subject matter.
The invalidity, illegality or unenforceability of any provision herein does not affect any other provision herein or the validity, legality or enforceability of such provision in any other jurisdiction.
JC Holdings reserves the right to modify these Terms at any time by posting the revised Terms on the Platform or by notifying Customer by email. Changes will be effective upon posting or as otherwise specified in the notice. Customer's continued use of the Platform after the effective date of any modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must cease using the Platform and cancel its Subscription Plan.
No waiver of any right, remedy, power or privilege under these Terms ("Right(s)") is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right.
The Rights under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise; provided that the parties intend that the remedy set out in Section 9 (Limited Warranty) is Customer's exclusive remedy for JC Holdings' breach of the limited warranty set out in Section 9.
Customer may not directly or indirectly assign, transfer, or delegate any of or all of its rights or obligations under these Terms, voluntarily or involuntarily, including by change of control, merger (whether or not Customer is the surviving entity), operation of law, or any other manner, without the prior written consent of JC Holdings. Any purported assignment by Customer in violation of this Section shall be null and void. JC Holdings may assign, transfer, or delegate these Terms, in whole or in part, without Customer's consent, in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or any similar transaction. JC Holdings may also subcontract all or part of the provision of the Platform.
These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Except for the parties, their successors and permitted assigns, there are no third-party beneficiaries under these Terms.
The following provisions shall survive any expiration or termination of these Terms: (i) Section 4 (Intellectual Property) shall survive indefinitely; (ii) Section 5 (Confidentiality) shall survive for a period of three (3) years following the date of expiration or termination, provided that obligations with respect to trade secrets shall survive indefinitely for so long as such information constitutes a trade secret under applicable law; (iii) Sections 7(d) (Effect of Termination), 8 (Representations and Warranties), 9 (Limited Warranty), 10 (Indemnification), and 11 (Limitation of Liability) shall survive indefinitely.
JC Holdings shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any term when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of JC Holdings including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Customer acknowledges that any breach or threatened breach of Section 4 (Intellectual Property) or Section 5 (Confidentiality) would cause irreparable harm to JC Holdings for which monetary damages would be an inadequate remedy. Accordingly, JC Holdings shall be entitled to seek injunctive or other equitable relief to restrain any such breach or threatened breach, without the necessity of proving actual damages, posting any bond or other security, or exhausting any other remedy. Such relief shall be in addition to, and not in lieu of, any other remedies available to JC Holdings at law or in equity.
Customer shall comply with all applicable export control and sanctions laws and regulations, including those of Canada and, to the extent applicable, the United States, in connection with Customer's use of the Platform. Customer shall not access or use the Platform from any country or territory subject to comprehensive trade sanctions, and shall not provide access to the Platform to any person or entity on any applicable restricted party list.
The parties have agreed that these Terms, and any notice or documents ancillary thereto, be written in the English language only.
Les parties ont convenu que ces conditions, ainsi que tout avis ou document qui s'y rapporte, soient rédigés dans la langue anglaise seulement.
For questions about these Terms, please contact us at:
11893874 CANADA INC. (JC Holdings)
1130 Sherbrooke St W #1200
Montreal, Quebec H3A 2M8
Email: support@exactbalance.ca