Website Terms of Use

Last updated: August 19, 2026

These Proper website terms of use for the Website (as defined below) constitute a legal agreement and are entered into by and between you and Proper Technologies Inc. (“Proper”, “we”, “us”, or “our”). The following terms of use, together with any other terms they expressly incorporate by reference, (collectively, the “Terms of Use”) govern your access to and use of our website at www.runproper.com, including any text, pictures, media, data, functionality, information and other materials or content contained on or provided through such website (collectively, the “Website”). The terms “you” or “your” refer to the individual or entity browsing, installing, downloading, accessing or otherwise using the Website (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE WEBSITE YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE.

If you are using the Website on behalf of an entity, you represent and warrant to us that you have the authority to bind such entity to these Terms of Use. If you do not meet this requirement, you must not access or use the Website.

These Terms of Use do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services or otherwise.

1. Changes to these Terms of Use and the Website

Except where prohibited by applicable law, we reserve the right, at our discretion, to amend any element of these Terms of Use at any time by posting an amended version of these Terms of Use to the Website. If you do not agree to the amended version of these Terms of Use you must stop using the Website. Otherwise, your continued access to or use of the Website indicates your acceptance of the amended Terms of Use. If you are a consumer residing in Québec and you have created an account for the use of the Website, you will receive an email notice of amendments to these Terms of Use at least 30 days before the amendments come into force and you can refuse the amendment by closing your account without cost, penalty or cancellation indemnity within 30 days after the amendments come into force.
We reserve the right to discontinue the Website or change, withdraw or terminate any part of the Website at any time, without notice and at our discretion. We will not be liable if, for any reason, all or any part of the Website is restricted or unavailable at any time or for any period.

2. Privacy

You understand that your personal information will be collected, used, disclosed, or otherwise processed in accordance with our privacy policy, found at www.runproper.com/privacy (the “Privacy Policy”).

3. Third-Party Content and Websites

The Website may include content provided by third parties, including from other users and third-party licensors (“Third Party Content Providers”). All statements and opinions expressed in any such third-party content are solely the opinions and the responsibility of the Third Party Content Providers. To the extent permitted by applicable law, neither we nor the Third Party Content Providers have any responsibility or liability to you or any third party for the content or accuracy of any third-party materials.

The Website may provide links or pointers to third party websites. We make no representations about any other websites that may be accessed from the Website. If you choose to access any such third party websites, you do so at your own risk. We have no control over the contents of any such third party websites and to the extent permitted by applicable law, we do not have any responsibility or liability to you or any third party for such third party websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party websites.

4. Your Use of the Website and Account Set-Up

Your use of the Website is at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system and mobile device, and you are responsible for the entire cost of any service, repairs or connections to your computer system or mobile device that may be necessary as a result of your use of the Website. You are required to ensure that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

All or part of the Website may require user registration and the creation of an account. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete.

You understand and agree that should you be provided with an account, your account is personal to you and you agree not to provide any other person with access to the Website using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access. We reserve the right at any time, to disable or terminate your account, any username, password or other identifier, whether chosen by you or provided by us, at our discretion, including for any violation of any provision of these Terms of Use.

The Website must not be framed or mirrored on any other site. You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission at any time, without notice and at our discretion.

5. User Submissions: Grant of Licence

The Website may contain functionality such as applications, chat rooms, e-mail, message boards, personal or interest group webpages, profiles, forums, bulletin boards or other such functions that allow you to submit, contribute, post, publish, display or transmit (collectively, “submit”) content, material or other information on or through the Website to other users of the Website or other persons (collectively, “User Submissions”).

We will be under no obligation to keep any User Submissions you submit to the Website confidential. By providing any User Submission to the Website, you grant us and our affiliates and service providers, and each of their respective licensees, successors, and assigns a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to use, reproduce, modify, perform, display, publish, distribute and otherwise disclose to third parties any User Submissions for any purpose and to incorporate such User Submissions into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submissions.

By submitting User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant this license. You understand and agree that you are fully responsible and legally liable, including to any third party, for any User Submissions you submit and their accuracy.

6. Prohibited Uses and User Submission Standards

You agree that when using the Website or submitting User Submissions you will not, directly or indirectly:

(i) attempt to breach, violate or circumvent or breach, violate or circumvent any security or authentication measures; (ii) restrict, disrupt or disable services to users, hosts, servers or networks; (iii) illicitly reproduce TCP/IP packet headers; (iv) disrupt network services and otherwise disrupt our ability to monitor the Website; (v) use any robot, spider, scraper or other automated or manual process or means to access the Website for any purpose, including monitoring or copying of any material on the Website or for developing and training models; (vi) violate the restrictions in any robot exclusion headers on the Website or bypass or circumvent other measures employed to prevent or limit access to the Website; (vii) introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (viii) attack the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (ix) take any action that imposes, or may impose, at our discretion, an unreasonable or disproportionately large load on the Website; or (x) otherwise attempt to interfere with the proper working of the Website;
in any manner violate any applicable federal, provincial, local or international law or regulation, including any laws regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property, legal rights (including the rights of publicity and privacy of others) or transmit any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use or the Privacy Policy;
transmit any material that is false, inaccurate, misleading, exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or any other legally prohibited ground or that is otherwise objectionable, such determination to be made at our discretion;
harvest or otherwise collect or store any information (including personal information) about other users of the Website, including e-mail addresses, without the express consent of such users;
transmit, or procure the sending of, any advertisements or promotions or sales, or encourage any other commercial activities, including any “spam”, “junk mail”, “chain letter”, contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation; or
create adaptations, translations or derivative works based on the Website, in whole or in part, or decompile, disassemble, reverse engineer or otherwise exploit any part of the Website.

7. User Submissions: Monitoring and Enforcement

We reserve the right at any time, without notice and at our discretion to:

remove or refuse to post on the Website any User Submissions for any or no reason; and
take such actions with respect to any User Submission deemed necessary or appropriate.

We have no obligation, and no responsibility to any party to monitor the Website or its use, and do not and cannot undertake to review User Submissions that you or other users submit to the Website. We cannot ensure prompt removal of objectionable User Submissions and we have no liability for any action or inaction regarding User Submissions by any user or third party, subject to applicable laws. If you are a consumer residing in Québec, the foregoing does not liberate us from the consequences of our own acts or those of our representatives. You hereby indemnify, defend and hold us harmless from any and all claims resulting from any action taken by us relating to any investigations by either us or law enforcement authorities.

8. Enforcement, Suspension and Termination

We reserve the right at any time, without notice and at our discretion to:

take appropriate legal action, including referral to law enforcement or any regulatory authority, or notification of any harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website; and
terminate or suspend your access to all or part of the Website or disable or terminate any account, username, password, or other identifier, whether chosen by you or provided by us, at our discretion. If you are a consumer residing in Québec, you will be provided with notice if we exercise the rights provided herein, which notice will explain the reasons for which we have done so.

9. Ownership; Reservation of Rights

The Website and all of its features and functionality, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret and any other proprietary rights.

The Proper name, and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates’ or licensors’ marks. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Website belong to their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

Nothing in these Terms of Use grants you any rights in the Website, other than as necessary to enable you to access the Website. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the Website and in particular, in any digital rights or other security technology embedded or contained within any content available on the Website. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the Website.

10. No Reliance

The Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. Your use of the Website is at your own risk and to the extent permitted by applicable laws, we do not have any responsibility or liability whatsoever for your use of the Website. If you are a consumer residing in Québec, the foregoing does not liberate us from the consequences of our own acts or those of our representatives.

11. Disclaimer

YOUR USE OF THE WEBSITE AND ANY SERVICES OR ITEMS FOUND THROUGH THE WEBSITE IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ANY SERVICES OR ITEMS FOUND THROUGH THE WEBSITE WILL BE COMPLETE, SECURE, SUITABLE, ACCURATE, RELIABLE, AVAILABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO IT. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

12. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY: (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED THIRD-PARTY WEBSITES, OR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, EVEN IF WE WERE NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CONSUMER RESIDING IN QUÉBEC, THE FOREGOING DOES NOT LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THOSE OF OUR REPRESENTATIVES.

13. Indemnification

You agree to defend, indemnify and hold harmless us, our affiliates and our and their respective directors, officers, employees, agents, licensors, licensees, suppliers or successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms of Use or your use of the Website, including your User Submissions, third-party sites and third-party content other than as expressly authorized in these Terms of Use.

14. Geographic Restrictions

We are based in British Columbia, Canada. The Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk. You are responsible for compliance with laws including local laws of your jurisdiction.

15. Termination; Survival

These Terms of Use will commence on the day you first access or use the Website and will apply each time you use the Website or for the period of time you have an account for the use of the Website.
The following sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use: Section 2 (Privacy), Section 4 (Your Use of the Website and Account Set-Up), Section 6 (Prohibited Uses and User Submission Standards), Section 9 (Ownership; Reservation of Rights), Section 11 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), this Section 15(b) (Termination; Survival), and 16 (General Provisions).

16. General Provisions

Governing Law. Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms of Use will be governed by and construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. If you are a consumer residing in Québec, these Terms of Use will be governed by the laws of the Province of Québec and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law. Except as restricted by applicable laws or if you are a consumer residing in Québec, any action or proceeding arising out of or relating to the Website and under these Terms of Use will be initiated in Vancouver, British Columbia, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.
Entire Agreement and Interpretation. These Terms of Use constitute the entire agreement between you and us in connection with the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, representations or other communications between you and us you and us with respect to the Website. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of us in these Terms of Use, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
Waiver. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Severability. Any provision of these Terms of Use found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
English Language. The French version of these Terms of Use is available at www.runproper.com/fr/terms. La version française de la présente convention est disponible à www.runproper.com/fr/terms.
Contact. If you have any questions or comments regarding these Terms of Use or have feedback, comments, requests for technical support and other communications relating to the Website please contact us at info@runproper.com.