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Legalv1.0 · Effective May 2, 2026
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Terms of Use#

Effective date: May 2, 2026 Version: 1.0

These Terms of Use form a binding agreement between you and simplyclose Law Professional Corporation ("simplyclose", "we", "us", or "our"), the publisher of simplyclause at simplyclause.ca (the "Service"). By creating an account, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms of Use, our Privacy Policy, and our Disclaimer. If you do not agree, do not use the Service.

1. Recital — Professional Use, Free Service, Not a Consumer Agreement#

You and simplyclose acknowledge each of the following as the basis on which simplyclose has agreed to make the Service available to you.

(a) The Service is provided at no cost to you. simplyclose receives no fee, subscription, or other consideration from you in exchange for access.

(b) The Service is intended only for licensed Ontario real estate professionals, mortgage agents and brokers, lawyers, paralegals, and similar regulated professionals using it for business and professional educational purposes.

(c) These Terms of Use are not a "consumer agreement" within the meaning of the Ontario Consumer Protection Act, 2002, S.O. 2002, c. 30, Sch. A, because you are not acquiring the Service for personal, family, or household purposes. You expressly represent and acknowledge that you are using the Service for business purposes within the meaning of section 1 of that Act.

(d) The risk allocation in these Terms, including the warranty disclaimers in section 9, the limitation of liability in section 10, the indemnification in section 11, and the release in section 12, is a fundamental basis on which simplyclose has agreed to make the Service available without charge. Without those provisions, simplyclose would not offer the Service.

2. What simplyclause Is#

simplyclause is a free educational tool that uses generative artificial intelligence to help Ontario real estate professionals understand Ontario real estate law, including Ontario Real Estate Association ("OREA") standard forms and clauses, Ontario statutes and regulations, and Ontario case law.

simplyclause is published by simplyclose Law Professional Corporation, a law corporation regulated by the Law Society of Ontario.

simplyclause provides general legal information for educational purposes. It does not provide legal advice. Section 7 explains this in detail. Read section 7 carefully.

3. Eligibility and User Representations#

You may use the Service only if every one of the following is true. By using the Service you represent and warrant to simplyclose that each is true and remains true throughout your use.

(a) You are at least 18 years old.

(b) You are an Ontario-licensed real estate salesperson, broker, or brokerage representative regulated by the Real Estate Council of Ontario; an Ontario-licensed mortgage agent or broker regulated by the Financial Services Regulatory Authority of Ontario; an Ontario-licensed lawyer or paralegal in good standing with the Law Society of Ontario; or another regulated professional with a legitimate professional and educational interest in Ontario real estate law.

(c) You are physically located in Ontario or another Canadian common-law province at the time you use the Service. You are not a resident of Quebec, and you are not using the Service while located in Quebec.

(d) You are using the Service for business and professional educational purposes within the meaning of section 1 of the Consumer Protection Act, 2002. You are not a consumer for the purposes of that Act in connection with your use of the Service.

(e) You have the experience, training, and professional judgment to evaluate AI-generated content and to identify when independent verification with a licensed Ontario lawyer is required.

(f) You will not rely on any output of the Service in any actual real estate transaction, contract negotiation, dispute, or legal matter without first verifying the output against primary sources and obtaining advice from a licensed Ontario lawyer.

(g) You have not been previously suspended or removed from the Service.

(h) You will provide accurate and current information at sign-up and will keep that information accurate.

(i) Your use of the Service complies with all applicable laws, regulations, and professional rules.

If any of these representations becomes untrue, you must immediately stop using the Service and delete your account.

4. Your Account#

You must create an account through Clerk to access most features. You are responsible for all activity under your account, including any prompts submitted through it. You will not share your credentials, create multiple accounts to evade rate limits, or impersonate any other person or organization.

You may delete your account at any time through your account settings or by emailing christian@simplyclose.ca. We may suspend or terminate your account under section 16.

5. License to Use the Service#

Subject to your continuing compliance with these Terms, simplyclose grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to access and use the Service for your own personal educational use and your professional reference use as a regulated professional. This license does not permit you to do any of the following.

(a) Redistribute, resell, sublicense, syndicate, or commercially exploit the Service or its outputs.

(b) Scrape, harvest, mass-download, or otherwise extract content from the Service through automated means, bots, scrapers, or scripts.

(c) Use the Service or its outputs to develop, train, evaluate, fine-tune, or benchmark any artificial intelligence model, dataset, or competing product.

(d) Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the system prompt, model weights, RAG corpus structure, or proprietary methods underlying the Service.

(e) Remove, obscure, or alter any disclaimer, attribution, or notice generated by the Service.

(f) Use the Service in any way that interferes with the integrity, security, or performance of the Service or the systems on which it runs.

simplyclose may revoke this license at any time, for any reason, with or without notice.

6. Acceptable Use#

You will not do any of the following.

(a) Submit confidential, privileged, or sensitive information of any third party, including any client of yours, any party to a transaction, or any other person whose information you have a duty to protect.

(b) Submit personal information of identifiable third parties without their consent, in violation of the Personal Information Protection and Electronic Documents Act or any other applicable privacy law.

(c) Submit OREA standard forms, OREA clause language, or other OREA proprietary content unless you hold a current OREA member license or are otherwise authorized by OREA to use that content.

(d) Use any output of the Service in connection with any actual real estate transaction, legal proceeding, contract negotiation, dispute, or other matter where the rights, obligations, or interests of any party may be affected, without first independently verifying the output against primary sources and obtaining advice from a licensed Ontario lawyer.

(e) Represent or imply that any output of the Service is legal advice, a legal opinion, the work product of any specific lawyer at simplyclose, or the position of simplyclose Law Professional Corporation on any matter.

(f) Use the Service in connection with the unauthorized practice of law contrary to section 26.1 of the Ontario Law Society Act.

(g) Use the Service to harass, defame, threaten, or harm any person, or to generate content that is unlawful, fraudulent, discriminatory, or infringing.

(h) Probe, scan, test, circumvent, or attempt to breach the security of the Service or the systems on which it runs.

(i) Use the Service in any way that violates any applicable law, regulation, or professional rule, including the rules of the Real Estate Council of Ontario, the Financial Services Regulatory Authority of Ontario, the Law Society of Ontario, the Office of the Privacy Commissioner of Canada, or any other regulator with jurisdiction over you.

You agree that violations of this section 6 may cause irreparable harm that monetary damages cannot adequately remedy and that simplyclose may seek injunctive relief without posting bond.

This section is the most important part of these Terms. Read it carefully and confirm you understand it before using the Service.

(a) Educational tool only. simplyclause provides general legal information for educational purposes. simplyclause does not provide legal advice, legal opinions, recommendations, or representations on any specific matter.

(b) No lawyer-client relationship. Your use of the Service does not create, and is not intended to create, a lawyer-client relationship between you and simplyclose Law Professional Corporation, any of its lawyers, employees, agents, or contractors. No retainer is formed by your access to or use of the Service. No advice provided through the Service is given to you as a client.

(c) No prospective-client status. You expressly acknowledge and agree that your use of the Service does not make you a "prospective client" of simplyclose Law Professional Corporation or any of its lawyers within the meaning of the Law Society of Ontario Rules of Professional Conduct or the Federation of Law Societies of Canada Model Code of Professional Conduct. You will not assert that any prospective-client relationship was formed through your use of the Service.

(d) No fiduciary duty. simplyclose owes you no fiduciary duty in connection with the Service. The Service is provided as a courtesy and as an educational resource only.

(e) No advisory or tort duty of care. simplyclose owes you no duty of care in tort, including no duty in negligent misrepresentation under Hedley Byrne & Co Ltd v Heller & Partners Ltd, [1964] AC 465 (HL) or Queen v Cognos Inc., [1993] 1 SCR 87, in connection with any output of the Service. You expressly acknowledge that you are not relying on any special skill, judgment, or representation of simplyclose in using the Service. You assume the risk of every reliance you choose to place on the Service.

(f) No confidentiality; no privilege. No information you input into the Service is treated as confidential or subject to solicitor-client privilege. Your inputs are processed by Anthropic, PBC in the United States, are stored in our database, and may be reviewed by simplyclose for service-quality, security, and abuse-prevention purposes as described in our Privacy Policy.

(g) No representation by simplyclose lawyers. Lawyers at simplyclose Law Professional Corporation may from time to time access the system in operational, training, supervisory, or quality-assurance roles. Any such access is for the purpose of operating the Service and does not constitute representation of you, advice to you, or a duty owed to you.

(h) Get a real lawyer. If you require legal advice on a specific transaction or matter, you must retain a licensed Ontario lawyer. You can find a lawyer through the Law Society of Ontario at lso.ca or by calling the Law Society Referral Service at 1-855-947-5255 (free 30-minute consultation), through JusticeNet at justicenet.ca, or through Pro Bono Ontario at probonoontario.org. simplyclose offers retainer-based real estate legal services through its main practice and you can contact us through simplyclose.ca to discuss representation.

8. AI Output, Hallucinations, and Verification#

(a) Probabilistic output. The Service uses Anthropic's Claude API to generate responses based on your prompts and a corpus of Ontario real estate law materials. AI-generated output is probabilistic. It can be inaccurate, incomplete, biased, or out-of-date.

(b) Hallucinations. The Service may produce hallucinations, meaning fabricated cases, statutes, regulations, OREA forms, or legal propositions that appear authoritative but do not exist or that misrepresent the actual law. A peer-reviewed study cited by the British Columbia Supreme Court in Zhang v. Chen, 2024 BCSC 285 found legal hallucination rates in widely-available large language models ranging from approximately 69% (ChatGPT 3.5) to 88% (Llama 2). Recent Ontario decisions, including Ko v. Li, 2025 ONSC 2766 and follow-on orders 2025 ONSC 2965 and 2025 ONSC 6785, confirm that legal professionals who relied on AI-generated content without verification have faced personal cost orders, contempt proceedings, and Law Society discipline.

(c) Currency. Ontario real estate law evolves continuously through new legislation, regulations, OREA form revisions, RECO bulletins, FSRA rules, and court decisions. Our knowledge base and the underlying AI model are trained to a particular point in time. simplyclose does not warrant that the AI's training data, our knowledge base, or any output is current.

(d) Your verification obligation. You are solely responsible for verifying every output against primary sources, including but not limited to legislation on e-Laws Ontario, regulations on e-Laws Ontario, case law on CanLII, OREA standard forms in your possession, RECO bulletins, and FSRA guidance, before relying on any output for any purpose.

(e) No use in actual matters without verification. You will not rely on any output of the Service in connection with any actual transaction or matter without independent verification by a licensed Ontario lawyer.

9. Disclaimer of Warranties#

THE SERVICE AND ALL CONTENT, OUTPUTS, AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, EXTRA-CONTRACTUAL, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, simplyclose AND ITS LICENSORS DISCLAIM ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, AVAILABILITY, FREEDOM FROM ERRORS OR HALLUCINATIONS, FREEDOM FROM HARMFUL CODE, COMPATIBILITY, AND DURABILITY.

simplyclose DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME, BE FREE OF DEFECTS, BE CURRENT WITH ONTARIO LAW, BE SUITABLE FOR ANY PARTICULAR JURISDICTION OR FACT PATTERN, OR PRODUCE ANY SPECIFIC RESULT.

simplyclose IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY THIRD-PARTY SERVICE PROVIDER, INCLUDING ANTHROPIC, PBC; SUPABASE, INC.; CLERK, INC.; AND VERCEL, INC., AND IS NOT LIABLE FOR ANY INTERRUPTION, OUTAGE, DATA LOSS, OR DEFECT CAUSED BY ANY SUCH PROVIDER.

10. Limitation of Liability#

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT ONLY TO THE CARVE-OUTS IN SUBSECTION (d).

(a) No liability. simplyclose Law Professional Corporation, its directors, officers, employees, agents, contractors, licensors, and affiliates (collectively, the "simplyclose Parties") will have no liability whatsoever to you arising out of or related to these Terms, the Privacy Policy, the Disclaimer, the Service, or your use of or inability to use the Service, whether the claim is framed in contract, tort (including negligence and gross negligence), equity, statute, restitution, or otherwise.

(b) Excluded damages. Without limiting subsection (a), the simplyclose Parties will not be liable for any direct, indirect, incidental, consequential, special, exemplary, aggravated, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of data, loss of goodwill, missed deadlines, failed real-estate closings, professional discipline, regulatory penalties, third-party claims, or damages arising from your reliance on any output of the Service.

(c) Reformation if zero unenforceable. If a court of competent jurisdiction determines that subsection (a) is unenforceable in whole or in part, then the aggregate liability of the simplyclose Parties arising out of or related to these Terms, the Privacy Policy, the Disclaimer, the Service, or your use of the Service will not exceed CA $100, and the parties expressly authorize the court to reform subsection (a) to the maximum extent enforceable to give effect to the parties' intention to allocate risk to you in exchange for free access to the Service.

(d) Carve-outs. Nothing in this section limits or excludes liability for fraud or fraudulent misrepresentation; for bodily injury or death caused by negligence; for any liability that cannot be excluded under applicable Ontario or Canadian law; or for any liability under the Consumer Protection Act, 2002 to the extent that statute is held to apply notwithstanding section 1 above.

(e) Allocation of risk. You expressly acknowledge that the Service is provided at no cost; that the limitations in this section reflect a reasonable and conscious allocation of risk; that without these limitations simplyclose would not make the Service available; and that the limitations are a fundamental basis of these Terms within the meaning of Tercon Contractors Ltd. v. British Columbia (Transportation and Highways), 2010 SCC 4.

11. Indemnification#

You agree to defend, indemnify, and hold harmless the simplyclose Parties from and against any and all third-party claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses (including reasonable legal fees on a substantial-indemnity basis) arising out of or related to any of the following.

(a) Your breach or alleged breach of these Terms, the Privacy Policy, or the Disclaimer.

(b) Your representations or warranties under section 3 being or becoming untrue.

(c) Your input into the Service of any confidential information, privileged information, OREA-licensed content for which you are not authorized, intellectual property of any third party, or personal information of any third party without authorization.

(d) Your use of any output of the Service, including in connection with any actual real estate transaction or other matter, with or without independent verification.

(e) Any reliance you or any other person places on any output of the Service.

(f) Your violation of any applicable law, regulation, or professional rule.

(g) Your violation of any third-party right, including intellectual property, privacy, contractual, or proprietary rights.

(h) Any claim by a client, counterparty, regulator, or any other person that arises from or relates to your use of the Service.

simplyclose may, at its sole discretion and at your expense, assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with simplyclose. You will not settle any matter without simplyclose's prior written consent.

This indemnification does not apply to claims arising from simplyclose's fraud or wilful misconduct.

12. Release of Claims#

To the maximum extent permitted by applicable law, you release and forever discharge the simplyclose Parties from any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, arising out of or related to the Service or your use of the Service. This release applies to claims arising before, on, and after the date you accept these Terms, and survives termination of your account and these Terms.

You expressly waive the benefit of any law or principle of law that would otherwise limit the scope or effect of this release.

13. Intellectual Property#

(a) Service IP. The Service, including all software, design, content, branding, "simplyclause" and "simplyclose" trademarks, RAG corpus structure, system prompt, curated educational materials, and all related intellectual property, is owned by simplyclose Law Professional Corporation or its licensors and is protected by copyright, trademark, and other laws. Nothing in these Terms transfers any IP rights to you. All rights not expressly granted are reserved.

(b) Your inputs. You retain ownership of the prompts you submit. You grant simplyclose a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, sublicensable license to use, store, copy, process, transmit, display, and create derivative works of your inputs for the purposes of providing, operating, securing, monitoring, troubleshooting, analyzing, and improving the Service, and for the limited internal analytics described in our Privacy Policy. simplyclose may use de-identified and aggregated data derived from your inputs for any lawful business purpose.

(c) Outputs. Canadian copyright law generally requires a human author for copyright to subsist. To the extent any IP rights subsist in outputs, simplyclose grants you a license to use those outputs for your own personal educational use and professional reference use, subject to these Terms. simplyclose makes no warranty that outputs are original, non-infringing, or free of third-party rights. You are solely responsible for any clearance required before any further use.

(d) Third-party content. Third-party content surfaced by the Service, including OREA forms, statutes, regulations, and court decisions, remains the property of its respective owners. Your use of that content is governed by the terms under which you separately licensed or accessed it.

(e) Feedback. Any suggestions, ideas, or feedback you provide to simplyclose are non-confidential, and simplyclose may use them for any purpose without compensation or attribution.

14. Privacy#

The collection, use, and disclosure of personal information through the Service is governed by our Privacy Policy, which forms part of these Terms. The Privacy Policy describes our use of Anthropic, Supabase, Clerk, Vercel, and other service providers, including cross-border transfers to the United States. By using the Service, you consent to the practices described.

15. Modification of the Service or These Terms#

simplyclose may modify, suspend, or discontinue the Service, or any feature of it, at any time, with or without notice and without liability to you.

simplyclose may amend these Terms from time to time. simplyclose will provide at least 30 days' notice of material changes by email to your account address or by in-product notification before the change takes effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, you must stop using the Service and may delete your account before the effective date.

16. Suspension and Termination#

simplyclose may suspend or terminate your access to the Service at any time, with or without cause, with or without notice and without liability. Without limiting the foregoing, simplyclose may suspend or terminate immediately if it reasonably suspects breach of these Terms, abusive or unlawful use, risk to the integrity of the Service, or risk to other users.

You may terminate at any time by deleting your account or emailing christian@simplyclose.ca.

Termination does not relieve you of obligations accrued before termination. Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 17, 18, 19, 20, 21, 22, 23, and 24 survive termination of these Terms.

17. Force Majeure#

Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, government action, internet or telecommunications outages, third-party service-provider disruption (including Anthropic's Claude API, Supabase, Clerk, Vercel, and any email service), cyber-attacks, and supply-chain failures. The affected party will give prompt notice and resume performance as soon as reasonably practicable.

18. Governing Law and Forum#

These Terms, the Privacy Policy, the Disclaimer, and any dispute arising out of or related to them or to the Service are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Windsor, Ontario, for any such dispute. Nothing in this section prevents simplyclose from seeking injunctive or equitable relief in any court of competent jurisdiction.

19. No Class Proceedings; Individual Claims#

To the maximum extent permitted by applicable law, you and simplyclose agree that any dispute will be brought as an individual claim, and not as a plaintiff or class member in any class, collective, representative, mass, or consolidated proceeding. You expressly waive any right to participate in any class, collective, representative, mass, or consolidated proceeding against simplyclose. This provision does not apply where a court of competent jurisdiction determines that it is unenforceable under the Ontario Consumer Protection Act, 2002 or other applicable law, in which case the rest of this section, and the rest of these Terms, remain in full force and effect.

20. Assignment#

You may not assign these Terms or any rights under them without simplyclose's prior written consent, and any attempted assignment is void. simplyclose may assign these Terms in connection with a sale, merger, reorganization, or other transfer of all or substantially all of its business or assets, on prior notice to you.

21. Severability and Reformation#

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be reformed to the maximum extent enforceable to give effect to the parties' intention. If reformation is not possible, the provision will be severed and the remaining provisions will remain in full force and effect.

22. Waiver#

No failure or delay by simplyclose in exercising any right under these Terms operates as a waiver of that right. No waiver by simplyclose is effective unless in writing.

23. Entire Agreement#

These Terms, together with the Privacy Policy, the Disclaimer, and any clickwrap consent recorded at sign-up, constitute the entire agreement between you and simplyclose in relation to the Service, and supersede all prior or contemporaneous communications, representations, and proposals, oral or written. Nothing in this section limits liability for fraudulent misrepresentation.

You acknowledge that you have had a reasonable opportunity to read these Terms; that you have had the opportunity to obtain independent legal advice before agreeing to them; and that you have either obtained that advice or knowingly elected not to do so.

25. Contact#

Questions about these Terms can be sent to:

simplyclose Law Professional Corporation Attention: Christian, simplyclause Legal 625 Erie Street East Windsor, Ontario N9A 3Y1 Email: christian@simplyclose.ca

These Terms of Use were last updated on May 2, 2026.