These Terms of Service ("Terms") govern your access to and use of the software platform and related services (the "Service") provided by 1001502179 Ontario Inc., operating as MySubSheet ("MySubSheet," "we," "us," or "our"). By creating an account or using the Service, you agree to these Terms. If you use the Service on behalf of a business, you confirm you have authority to bind that business.

1. About MySubSheet

MySubSheet is a workflow and record-keeping tool that helps architecture firms and other prime consultants track subconsultants' certificates of insurance ("COIs") and related compliance documents against requirements that you set. You ("Customer," "you," or "your firm") can create a Base Requirements pairing for a subconsultant to track their standing compliance independent of any single project, and add project-specific requirements for individual projects — each tracked and graded on its own, so satisfying one does not automatically satisfy another. For each subconsultant, MySubSheet sends automated requests and reminders on your organization's configured reminder schedule, and keeps sending them until the requested document is submitted or you deactivate that subconsultant. Subconsultants access a secure portal using a one-time email code — no account or password is required on their end — where they can upload documents and view the status of open requests. Submissions land in a review queue in your MySubSheet account. You compare each submission against your requirements and decide whether to approve it. MySubSheet then updates a compliance matrix that reflects the decisions you make.

2. Accounts

You must provide accurate information when creating an account. You are responsible for maintaining the security of your account, keeping your login credentials confidential, and all activity that occurs under your account.

3. The Service, requirements, and subconsultants

You can create a Base Requirements pairing for a subconsultant to track their standing compliance independent of any single project, and add project-specific requirements (for example, higher coverage limits or additional-insured status) for individual projects at any time — each pairing is tracked and graded independently, so meeting one does not automatically satisfy another. For each subconsultant, you choose which requirements apply and whether to send automated requests and reminders. MySubSheet sends the request and keeps reminding the subconsultant on your organization's configured reminder schedule, until a submission is received or you deactivate that subconsultant. You can add, remove, or deactivate a subconsultant at any time. What goes out, and to whom, is what you set up.

Reminders follow the reminder schedule you configure for your organization, applied consistently across your subconsultants and requirements, and stop automatically once a submission is received or the subconsultant is deactivated.

Reminders are not guaranteed. We do not warrant that any request, reminder, or expiry notification will be generated, sent, delivered, or delivered on time. Email delivery depends on systems outside our control, including recipient mail servers, spam filtering, and our email-delivery provider, and messages may be delayed, filtered, bounced, or never received. We may also pause or suspend sending as described in Section 6. You remain responsible for monitoring the status of your subconsultants' coverage independently of any notification the Service does or does not send.

4. The Subconsultant Portal

Subconsultants you send a request to can access a secure portal using a one-time code emailed to them — they do not need to create an account or set a password. Through the portal, a subconsultant can upload the requested documents and see the status of any open request. MySubSheet does not read, interpret, or act on the contents of anything a subconsultant uploads; it simply places the submission in your review queue.

Because portal access is granted by a code sent to an email address you supply, anyone with access to that mailbox may be able to access the request and any documents associated with it. You are responsible for the accuracy of every email address you enter and for confirming that it belongs to the intended recipient. We are not responsible for disclosure resulting from an incorrect, outdated, shared, or compromised recipient email address.

5. Your responsibilities

You are responsible for: the accuracy of the requirements, projects, subconsultant information, and email addresses you enter into MySubSheet; having the legal right to contact your subconsultants, consistent with applicable law, including Canada's Anti-Spam Legislation (CASL) and the U.S. CAN-SPAM Act where those laws apply based on where your subconsultants are located (see Section 6); reviewing and deciding whether to approve or reject every submission; determining, independently of MySubSheet, whether any certificate, policy, or coverage is adequate, sufficient, valid, or compliant with your requirements or with any legal or contractual obligation; independently monitoring coverage status and expiry rather than relying solely on the Service; and the accuracy and completeness of your compliance matrix and records.

Your own records. You are responsible for retaining your own copies of any records you may need for legal, insurance, audit, or limitation-period purposes. The Service is not a system of record for that purpose, and records may become unavailable following account closure or deletion as described in Sections 10 and 16.

MySubSheet does not guarantee that subconsultants will submit or maintain any document, or that use of the Service will result in compliant, sufficient, or continuous insurance coverage across your subconsultants.

6. Acceptable use

You may use MySubSheet only for lawful business purposes and only to contact subconsultants you have the right to contact, for a genuine, legitimate business purpose connected to real projects and compliance requirements — namely requesting, tracking, and following up on certificates of insurance and related compliance documents. You agree not to: misuse the Service; send requests, reminders, or any other message that does not relate to a genuine compliance requirement, or to a recipient you do not have the right to contact; harass recipients; attempt to access systems without authorization; interfere with the operation of the Service; probe or reverse-engineer the Service; or use it in violation of applicable law.

Information you should not upload. The Service is designed for insurance and compliance documents. You agree not to upload, and not to invite your subconsultants to upload, personal information beyond what is reasonably necessary for that purpose — in particular, government identification numbers (such as Social Insurance or Social Security numbers), financial account credentials, health information, biometric data, or information about individuals under 18. If such information is submitted, you are responsible for removing it, and we may remove it on request.

Requests and reminders sent through MySubSheet are compliance and account-related communications, not marketing. Where a recipient is in Canada, CASL requires consent (which may be express or, in many subcontracting relationships, implied through an existing business relationship) and applies regardless of whether the message is promotional; you are responsible for assessing and documenting that consent. Where a recipient is in the United States, such messages will generally qualify as transactional or relationship messages under the CAN-SPAM Act rather than commercial advertisements, but CAN-SPAM's prohibition on false or misleading sender and header information still applies. All messages are sent through a dedicated, authenticated sending setup with a third-party email-delivery provider; to protect deliverability for all users, we may pause or suspend sending — for your account or across the platform — if we detect abuse, a spam-reputation risk, or a threat to the integrity of the Service. We will make reasonable efforts to notify you if we do, but we are not liable for messages that are not sent as a result.

7. Email sent on your behalf

MySubSheet sends emails on your behalf — automated requests, reminders, and related communications about compliance documents — through MySubSheet's sending infrastructure, with your firm's name shown to your subconsultants as the sender. You control the reminder schedule, and you are responsible for having the right to contact each recipient and for ensuring every message serves a genuine, legitimate compliance purpose. You may not use this to send unsolicited commercial messages or spam, and all sending must comply with applicable law, including CASL and CAN-SPAM as described in Section 6.

8. How we use artificial intelligence

We do not use artificial intelligence to read your documents or make compliance decisions. MySubSheet does not use AI or machine learning to read, extract, interpret, summarize, score, or make any determination about the contents of any document you or your subconsultants upload, or about whether any coverage is adequate, sufficient, valid, or compliant. No automated system decides whether a submission meets your requirements. Every comparison and every approval is made by a person at your firm, and every entry in your compliance matrix reflects a decision you made or information you or your subconsultants entered directly.

No training on your data. We do not use your data, or your subconsultants' data, to train any AI model, and we do not permit our service providers to do so. Our infrastructure providers may apply automated techniques within their own systems for routine operational purposes such as spam filtering, fraud detection, and abuse prevention; this is separate from the Service's handling of your documents and does not involve any evaluation of your compliance data. If we ever introduce a feature that uses AI to process your documents or compliance data, we will update these Terms and our Privacy Policy and give you reasonable advance notice before it applies to your account.

9. Third-party services

MySubSheet depends on a small number of third-party service providers to operate, including a payment processor (Stripe) and an email-delivery provider. MySubSheet does not connect to, or read data from, your accounting, CRM, or project-management software; the requirements, projects, and subconsultant records in your account are entered directly by you. We are not responsible for failures, changes, or interruptions caused by third-party providers.

10. Your data, export, and privacy

You retain ownership of the information you provide to MySubSheet. You grant us permission to process it solely as necessary to provide, maintain, and improve the Service. We do not sell your data or your subconsultants' data. Where we process personal information belonging to your subconsultants, we do so as your service provider, only on your instructions and only as necessary to provide the Service; you remain the party responsible to your subconsultants for that information. Our handling of personal information (including what we collect, where it is stored, and how it is deleted) is described in our Privacy Policy, which forms part of these Terms and, together with these Terms, sets out the data-processing terms applicable to your use of the Service unless a separate agreement says otherwise.

Export. While your account is active, you can download your uploaded documents individually from the Service at any time. If you need a full export of your compliance records and documents — for example, before you close your account, request deletion, or stop paying for a plan — contact us at luke@mysubsheet.com and we will provide one. Deletion is permanent and cannot be reversed once carried out.

11. Intellectual property

MySubSheet and its underlying technology, software, designs, and materials remain the property of 1001502179 Ontario Inc. (o/a MySubSheet). You may not copy, modify, reverse-engineer, or redistribute the Service except as permitted by law. If you provide feedback, suggestions, or ideas about the Service, we may use them freely, without restriction or obligation to you.

12. Indemnity

You will defend, indemnify, and hold harmless MySubSheet and its owners from any third-party claims, losses, and reasonable costs (including legal fees) arising from: your use of the Service; your subconsultants and your right to contact them; the requirements and templates you configure; the email addresses and information you enter; any determination you make (or fail to make) about whether coverage is adequate, sufficient, valid, or compliant, and any reliance by you or any third party on that determination; or your breach of these Terms or of applicable law, including CASL, CAN-SPAM, and privacy laws.

To claim indemnity, we will give you prompt written notice of the claim (though a delay only affects your obligations to the extent it actually prejudices your defence), allow you to control the defence with counsel of your choosing, and cooperate reasonably at your expense. You may not settle any claim in a way that imposes an obligation or admission on us without our prior written consent, which will not be unreasonably withheld. We may participate in the defence at our own cost.

13. Plans, pricing, and the Firm plan

MySubSheet is available on a free Solo plan, a paid Studio plan, and a Firm plan for larger organizations. Pricing, plan features, and availability are determined by MySubSheet and may change from time to time; where we've offered you specific pricing, it applies only for the period specified. You are never billed automatically, and you will not be charged for a paid plan unless you have agreed to the applicable pricing and payment terms before charges begin. Payments are processed through our third-party payment provider, Stripe.

The Firm plan. Firm plan features — including white-label branding and custom API integrations — are made available to you under a separate signed agreement between you and MySubSheet (an "Enterprise Agreement"), which governs those features and any related service levels, data-processing, or integration terms specific to your firm. Where an Enterprise Agreement conflicts with these Terms on a point it covers, the Enterprise Agreement governs on that point; these Terms continue to apply in all other respects, including to your general use of the Service.

Fees are non-refundable except where required by law or as otherwise provided in these Terms; if we discontinue the Service or close your account without cause, or if you close your account because you do not accept a material change under Section 17, we will refund any prepaid fees for the unused period. Any special pricing, discounts, or other benefits provided to specific customers are discretionary and do not create an entitlement for any other customer to receive the same terms.

14. Disclaimer

The Service is provided on an "AS-IS" and "AS-AVAILABLE" basis, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee uninterrupted or error-free operation, that the Service is entirely secure, that any request, reminder, or expiry notification will be generated, sent, delivered, or timely, that any subconsultant will submit or maintain any document, that any certificate or coverage is or remains adequate, sufficient, valid, authentic, or compliant with any requirement, or that use of the Service will reduce or eliminate any risk of liability, coverage gaps, or non-compliance. We do not verify the authenticity of any uploaded document. Some jurisdictions do not allow the exclusion of certain warranties, in which case the exclusions above apply to the fullest extent permitted.

15. Limitation of liability

MySubSheet is a workflow and record-keeping tool; it does not evaluate insurance sufficiency and is not responsible for compliance decisions you make. To the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, or for lapsed, expired, inadequate, or non-compliant coverage, submissions that are late or never made, requests or reminders that are not generated, sent, delivered, or timely, sending that we pause or suspend under Section 6, disputes between you and your subconsultants, unauthorized access to your account, or any decision you make in reviewing, comparing, or approving a submission — in each case whether or not we were advised of the possibility of such damages.

To the same extent, our total aggregate liability for any and all claims arising out of or relating to these Terms or the Service is capped at the greater of (a) CAD $100.00 or (b) the total fees you paid us in the 12 months before the event giving rise to the claim.

You and we agree that these limitations are a fundamental basis of the bargain between us, that they reflect a reasonable allocation of risk given the price of the Service (including that the Solo plan is provided free of charge), and that the Service would not be offered on these terms without them. Nothing in these Terms limits or excludes liability that cannot be limited or excluded by law, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability to the extent applicable law prohibits its limitation.

16. Termination

You may stop using the Service and close your account at any time. We may suspend or terminate access if you violate these Terms, create legal risk, or misuse the Service. We may also suspend or terminate your access, or discontinue the Service, at any time for any reason or no reason, at our sole discretion, with reasonable notice where practicable; if we close your account without cause, we will refund any prepaid fees for the unused period.

Wind-down and export. Except where we terminate for your breach, for legal risk, or where prompt termination is required by law, we will give you at least 30 days from the effective date of termination or discontinuation to request an export of your data before it is deleted. If you close your own account, you may request an export at any time before doing so (see Section 10), and deletion proceeds as described in our Privacy Policy. You are responsible for retaining your own records (see Section 5).

This right does not override any separate signed Enterprise Agreement between us for as long as that agreement is in effect and to the extent it addresses termination or notice, which governs on those points while in effect. Sections that by their nature should survive (including Your Data, Export, and Privacy, Intellectual Property, Indemnity, Disclaimer, Limitation of Liability, and Governing Law) continue after termination.

17. Changes to these Terms

We may update these Terms from time to time. We will post the updated version here with a new effective date. For material changes — including changes that reduce our obligations, expand yours, or affect pricing for a period you have already paid for — we will give you at least 30 days' notice by email to the address on your account before they take effect. If you do not agree to a material change, you may close your account before it takes effect, and we will refund any prepaid fees for the unused period; continued use of the Service after that date means you accept the updated Terms. Non-material changes (such as clarifications, corrections, or updates to contact details) take effect when posted.

18. General

If any provision of these Terms is found unenforceable, the rest remain in effect, and the unenforceable provision will be limited or severed to the minimum extent necessary. These Terms, together with the Privacy Policy, are the entire agreement between you and MySubSheet regarding the Service and supersede any prior understanding, except that if you've also signed a separate Enterprise Agreement with us, that agreement governs to the extent it conflicts with these Terms on the points it covers, and these Terms continue to apply in all other respects.

No third-party beneficiaries. These Terms are between you and MySubSheet only. No subconsultant, project owner, insurer, broker, or other third party is a party to these Terms or has any right to enforce them or to claim under them against MySubSheet, whether as an intended beneficiary or otherwise.

We may assign these Terms in connection with a merger, acquisition, or sale of assets; you may not assign them without our consent. Our failure to enforce any right is not a waiver of it. Neither party is liable for delay or failure caused by events beyond its reasonable control. Formal notices under these Terms may be given by email to the addresses on record. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between us.

19. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules, regardless of your location, including if you or your subconsultants are located in the United States. The parties attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario. Before commencing a claim, each party agrees to first raise the issue in writing to the other and to attempt in good faith to resolve it for 30 days; this does not prevent either party from seeking injunctive relief at any time.

20. Contact

Questions about these Terms can be sent to luke@mysubsheet.com, 1001502179 Ontario Inc. (o/a MySubSheet), Toronto, Ontario, Canada.