Terms of Service

Preamble

These Terms of Service ("Terms") govern access to and use of the software and services offered by Vertus Stanley, a sole proprietor residing at 3105 Promenade du Quartier-Saint-Martin, Laval, Quebec H7T 0N7, doing business under the trade name Hypora, registered with the Quebec Enterprise Registrar under NEQ 2275462044 ("Hypora").

By creating an account or using our services, you acknowledge that you have read, understood and accepted these Terms, our Privacy Policy and our Acceptable Use Policy.

1.Definitions

• "Customer" or "You": the professional who subscribes to Hypora, typically a mortgage broker licensed by a Canadian provincial regulator.
• "End-user" or "Borrower": a natural person invited by the Customer to upload documents to Hypora.
• "Services": the software features provided by Hypora, including the platform, apps, APIs, client portal, extraction and reporting tools.
• "Customer Content": all data, documents, files and information uploaded or generated by the Customer or End-users.
• "Subscription": the right to use the Services under the pricing plan chosen by the Customer.

2.Nature of the service and scope limitation

2.1 What Hypora is

Hypora is a document management and file-preparation software for Canadian mortgage brokers. Hypora provides tools to collect documents from borrowers, organize a file, prepare information for the broker to manually enter into third-party systems, and maintain records required by the broker's applicable regulations.

2.2 What Hypora is not

The Customer, as a licensed professional, remains solely responsible for:

• compliance with regulatory obligations, including Quebec's Act respecting the distribution of financial products and services (LDPSF), equivalent rules in other provinces and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA);
• the accuracy, completeness and truthfulness of information transmitted to lenders and third parties;
• identity verification of borrowers under FINTRAC obligations;
• advice and recommendations provided to clients;
• data entry into third-party submission platforms, which must be performed manually by the broker.

3.Eligibility and account creation

3.1 Eligibility

To use Hypora you must be at least 18, a licensed mortgage broker or member of a brokerage in a Canadian province where Hypora is available, hold all required licenses, and provide accurate and up-to-date information.

3.2 Account security

You are responsible for the confidentiality of your credentials, enabling multi-factor authentication where available, all activity performed under your account, and promptly notifying contact@hypora.ca of any unauthorized access.

4.Subscription, billing and renewal

4.1 Pricing plans

Services are offered according to the plans shown on the pricing page. Prices are in Canadian dollars (CAD) and exclude applicable taxes (GST, QST, HST as applicable).

4.2 Billing cycle

Subscriptions are billed in advance on a monthly or annual cycle chosen by the Customer. The first invoice is issued at the end of the free trial if applicable.

4.3 Automatic renewal

Subscriptions renew automatically at the end of each cycle at the then-current rate. You can disable auto-renewal in your account settings.

4.4 Plan changes

Upgrades are billed pro-rated for the remaining period. Downgrades take effect at the end of the current cycle.

4.5 Non-payment

Upon non-payment, Hypora may suspend access after reasonable notice. Read-only and export functions remain available for 30 days to allow data recovery.

4.6 Payment processor

Billing and payment collection are handled by Stripe, Inc. Card data is stored and processed directly by Stripe and never retained by Hypora.

4.7 Refunds

Payments are non-refundable unless expressly provided herein or required by law. Upon termination, no refund is issued for the unused portion of the current cycle.

4.8 Price changes

Hypora may change its prices with at least 30 days' notice. If you do not accept the new prices, you may terminate before they take effect.

5.Termination and portability

5.1 By the Customer

You may terminate at any time, with effect at the end of the current billing cycle, through your account settings.

5.2 By Hypora

Hypora may terminate or suspend an account with reasonable notice for breach of these Terms or the Acceptable Use Policy, non-payment after notice, use compromising security for other users, or legal obligation. In case of serious breach, termination may be immediate.

5.3 Portability and deletion

After termination, the Customer has 30 days to export Customer Content in a common structured format (JSON, CSV, ZIP). Thereafter, Hypora deletes the content, subject to a 5-year retention of FINTRAC-related audit logs and a 7-year retention of Hypora's accounting records.

6.Intellectual property

6.1 Hypora's rights

Hypora retains all intellectual property rights in the Services, including code, architecture, interfaces, trademarks, logos and documentation.

6.2 License

During your active subscription, Hypora grants you a non-exclusive, non-transferable, revocable, limited license to use the Services in accordance with these Terms.

6.3 Customer Content ownership

You and your End-users retain rights in Customer Content. You grant Hypora a limited, non-exclusive, revocable license to host, store, transmit, reproduce and process Customer Content solely to provide the Services.

6.4 AI model training

7.Availability and maintenance

Hypora targets 99.5% monthly availability outside planned maintenance windows. This is a good-faith objective, not a contractual guarantee. Planned maintenance is announced at least 72 hours in advance.

Hypora is not liable for interruptions caused by factors beyond its reasonable control.

8.Customer commitments

• comply with all laws and regulations applicable to your professional activity, including mortgage-broker regulations and the PCMLTFA;
• obtain all necessary End-user consents before uploading their personal information;
• not use the Services for fraudulent, deceptive or unlawful purposes;
• comply with the Acceptable Use Policy.

9.Limitation of liability

9.1 Indirect damages

To the maximum extent permitted by law, Hypora is not liable for indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, revenue, goodwill, reputation, data or business opportunities.

9.2 Cap on liability

Hypora's total cumulative liability to a Customer is limited to the amount actually paid by the Customer in the 12 months preceding the event.

9.3 Exceptions

These limits do not apply to Hypora's liability for willful misconduct or gross negligence, nor to obligations that may not be excluded under applicable law.

9.4 Customer responsibility

The Customer remains solely responsible for the consequences of using the Services, including the decision to submit a file to a lender, advice given to End-users and compliance with regulatory obligations.

10.Indemnification

The Customer agrees to indemnify and hold Hypora harmless against any claim arising from the Customer's breach of these Terms or applicable law, the Customer's conduct toward End-users, or any claim based on Customer Content.

11.Third-party references

11.1 Filogix

Filogix and Filogix Expert are registered trademarks of Finastra International Limited. Hypora is not affiliated with Finastra. Hypora allows the broker to prepare data in a Filogix Expert-compatible format to be manually pasted by the broker into Filogix Expert. Any data entry into Filogix Expert remains the broker's responsibility and manual action.

11.2 Other third parties

Other trademarks mentioned in the Services remain the property of their respective owners.

12.Changes to these Terms

Hypora may amend these Terms to reflect service, technical or legal changes. Material changes are communicated by email to active accounts at least 30 days before effective date. Continued use after effective date constitutes acceptance.

13.General provisions

13.1 Entire agreement

These Terms, the Privacy Policy, the Acceptable Use Policy, the Cookies Policy and, where applicable, the Data Processing Agreement, constitute the entire agreement between the parties.

13.2 Assignment

The Customer may not assign its rights without Hypora's prior written consent. Hypora may assign these Terms in connection with a merger, acquisition or restructuring, with prior notice.

13.3 Severability

If a provision is held invalid, the remaining provisions remain in full force.

13.4 No waiver

Hypora's failure to exercise a right does not constitute a waiver.

13.5 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control.

14.Governing law and jurisdiction

These Terms are governed by the laws in force in the Province of Quebec and the federal laws of Canada applicable therein. Any dispute will be brought exclusively before the courts of the judicial district of Montreal.

15.Language

The parties acknowledge having expressly required that these Terms be drafted in French. An English version is provided for convenience. In case of discrepancy, the French version prevails.

16.Contact us