Master Subscription Terms and Conditions
Last Updated: February 15, 2024
If you are using the Services on behalf of an organization, you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such case references herein to, “you”, “your” and “user” will also refer to that organization and yourself individually. For greater certainty, both you as an individual and your organization are legally bound by the Terms which form an agreement between you and Oziel Law. If a Free Trial (as defined below) is provided and the Client registers for a Free Trial of any of the Services, the applicable provisions of these Terms will also govern that Free Trial.
Order Forms are automatically deemed to include the terms and conditions of these Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Terms.
By accessing or using the Services, you will be deemed to accept the Terms and be bound by the agreement. If you do not agree with the Terms, you cannot access or use our Services.
1. Services and Eligibility to Use
The Services may include both legal and non-legal services. Legal services are offered by Oziel LLP, whereas non-legal services are offered by Oziel Management. Such Services may include access to certain related software, registered office address services, or services offered by third party providers and/or partners of Oziel Law. Any legal services offered by Oziel LLP will be provided by through its team of licensed professionals subject to the Oziel Law Terms of Engagement (“Terms of Engagement”). The scope of any legal services offered as part of the Services is strictly limited to the services that have been confirmed in the applicable Order Form. Upon submission of an Order Form, we may be required to conduct appropriate conflict checks to confirm our availability to perform the Services. If we are unable to perform the Services outlined in the submitted Order Form due to a conflict, we will advise you and provide a refund of any submitted fees. Subject to any conflict issues, you may also agree to a broader engagement with Oziel Law, beyond the Services offered, pursuant to the terms of a separately agreed to engagement or retainer agreement.
Any work products or deliverables due to you will be identified on the Order Form. The timely and effective completion of the Services will require your cooperation and performance of any requests or obligations identified (e.g. providing us with required documents, materials, or instructions). In order to enable Oziel Law to provide the Services, you may be required to provide personal and/or business information. Where prompted, you agree to provide accurate, current, and complete information. You may not impersonate any other person while using the Services.
The Services may only be used by individuals who can form legally binding contracts under applicable law. The Service is not available to and cannot be purchased or used by persons under the age of majority in your province or territory of residence or Clients who have had their Services, or any portion thereof, temporarily, or permanently deactivated.
Oziel Law may offer a free trial relating to a Service or a portion of the Services and if a Client agrees to a free trial pursuant to an Order Form (“Free Trial”), we will make the applicable Services available to the Client on a trial basis free of charge until the earlier of (a) the end of the Free Trial period for which the Client registered to use the applicable Services, or (b) the start date of the paid Services under an Order Form. Additional trial terms and conditions may appear on our website’s Free Trial registration page. Any such additional terms and conditions are incorporated into these Terms by reference. Any Client Content (as defined below) accumulated by a Client during a Free Trial may be permanently lost unless the Client agrees to an Order Form or exports such data before the end of the Free Trial period. Notwithstanding anything to the contrary, during the Free Trial, the Services are provided “as-is” without any warranty, support or service levels and we shall have no indemnification obligations nor liability of any type with respect to the Services for the Free Trial period unless such exclusion of liability is not enforceable under applicable law in which case our liability with respect to those Services provided during the Free Trial shall not exceed CAD $1,000.
In addition, by using the Service, you agree to be bound by any additional policies, guidelines, rules, obligations and/or agreements communicated through the Service (even if they are not identified in the Terms), which are incorporated by reference herein and included in the definition of “Terms”.
3. Fees, Expenses and Payment
In consideration for the Services described herein, you agree to pay the fees more particularly described in the Order Form, if applicable (“Fees”). Except as otherwise specified herein or in the Order Form, (i) the Fees are based on the Services purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) a subscription type (pertaining to certain User quantities) cannot be decreased during the relevant subscription term.
Change to Fees.
We reserve the right to introduce or change any Fees on or related to the Services from time to time, upon providing you with thirty (30) days advanced written notice, by e-mail. If you do not accept the changed or new Fee, you must terminate these Terms or amend its Services prior to the end of the thirty (30) day period. After such period, if the Terms are not terminated or the Services are not amended, your continued use or purchase of the Services after the effective date of the change indicates your agreement with the new or changed Fees.
Invoices and Payments.
If applicable, any fees for Services that are not automatically charged shall be paid within five (5) calendar days of receipt (or such other time as specified in the Order Form). Taxes shall be identified and shown as separate items on each invoice. Late payments are subject to interest in the amount of 3.5% per month on overdue amounts, up to 42% per annum.
You will be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies, and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder. You shall pay to Oziel Law such taxes, levies, and charges which we are registered to charge and collect.
The Clients may be required to provide a credit card, other payment and/or banking information to use the Services. If and when you add a credit card, payment method and/or banking information to use the Services or any portion thereof, you represent and warrant that you are authorized to use such designated payment method, and you authorize us to provide this information to our third-party payment processor. You acknowledge and agree that our third-party payment processor’s terms will govern your agreement and interactions with them and that we have no liability arising from your use of or access to such payment processor. You agree to review our third-party payment processor’s terms and policies. We reserve the right to switch payment processing vendors in our discretion. If the payment method you provide cannot be verified, is invalid, or is otherwise not acceptable, your order may be suspended or cancelled until you are able to resolve the payment issue.
Suspension of Service and Acceleration.
If any charge owing by you under these Terms or any other agreement is thirty (30) days or more overdue, Oziel Law may, without limiting its other rights and remedies, accelerate your unpaid fee obligations under such agreements, so that all such obligations become immediately due and payable, and suspend the Services or any portion thereof, until such amounts are paid in full.
4. Ownership, Copyright and Trademarks
In these Terms, the content on the Services, including all information, our proprietary questionnaires, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
Content provided by you is called “Client Content”. Client Content is the property of its respective owners (e.g., you or the business you act on behalf of). Client Content may include your documents, corporate information and other data uploaded by you through the Services. Our only right to use that Client Content is the limited licenses granted to it in these Terms. Those licenses are described in Section 6.
Other than Client Content, the Services, the Content, and any other software used to create and operate the Services is the property of Oziel Law or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
5. License to Use the Services, License Restrictions and Restricted Activities
Oziel Law and its licensors grants to you a revocable, non-exclusive, non-sublicensable license to use and access the Services and to view the Content available to you through the Services (“License”).
Other than as expressly permitted in these Terms, the Services, the Content, and the License are subject to the following restrictions and terms:
- The Services and Content are for your use only. You may not resell, lease, or provide them in any other way to anyone else, except as permitted through the Services.
- You may not make or distribute copies of the Services or the Content.
- You may not modify or create derivative works based on the Services or the Content.
- You may not remove or modify any copyright, trademark or other proprietary notices that have been placed on the Services or the Content.
- You may not otherwise use the Services or the Content other than for its intended purpose.
- Your use of the Services and the Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law.
We reserve the right, in our sole discretion, without any notice or liability to you, to impose limits, modify, suspend, or terminate your license to use the Services, or any portion thereof.
6. Limited License of Your Client Content to Oziel Law to Perform the Services
You hereby grant to us a non-exclusive, royalty-free, non-transferable, limited right to use (during the term of the applicable Order Form) any Client Content provided solely to perform Services pursuant to the Order Form. The parties agree that this grant of rights is expressly made subject to our confidentiality obligations set forth in our Terms of Engagement and any other restrictions specified in the applicable Order Form.
To ensure reliability and to protect your Client Content, we use security technologies that we believe will provide you with a secure and safe environment. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Services, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
8. Third-Party and Open-Source Software
In connection with your use of the Services or any other services provided in connection with it, you may be offered access to or made aware of or referred to services, products, offers, and promotions provided by third parties, third-party software and/or open-source software (“Third-Party Services”). If you decide to use Third-Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services. You agree that the third-party is responsible for the performance of the Third-Party Services.
9. Linked Sites
The Services may contain links to third-party websites (“Third-Party Sites”) or third-party content (“Third-Party Content”) as a service to those interested in this information. You use links to Third-Party Sites, or any Third-Party Content or services provided there at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, such Third-Party Content or Third-Party Sites. We provide these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Oziel Law’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of any Third-Party Content, Third-Party Sites, or websites linking to the Service. When you leave the Service, unless otherwise stated herein, our Terms and policies no longer govern. You should review applicable terms and policies, including, without limitation, privacy and data gathering practices, of any Third-Party Site, and you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
10. Warranty Disclaimer
Subject to our duty to provide any legal services in accordance with applicable law and standards imposed by our governing body, the Services are provided to you on an “as is” basis without warranties from Oziel Law of any kind, either express or implied. Oziel Law expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Oziel Law does not represent or warrant that the Services will be accurate, complete, reliable, current, or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of the Services. Oziel Law does not represent or warrant that the Services will meet or satisfy your company’s requirements, needs and/or issues. To the maximum extent permitted under applicable law, the Provider shall not be liable for, and the Client assumes the entire risk as to results and performance of the Services and the implementation or use thereof.
You waive and shall not assert any claims or allegations of any nature whatsoever against Oziel Law, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third-party from any claim or allegation arising from your use or other exploitation of the Services. You use the Services at your own risk.
You shall defend, indemnify, and hold harmless Oziel Law and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims, and proceedings arising out of your use of the Services and from (a) the use of the Services; (b) Oziel Law’s use of your Client Content and/or ions; or (c) your violation of the rights of any third-party.
12. Limitation of Liability
Waiver of Liability.
You waive and shall not assert any claims or allegations of any nature whatsoever against Oziel Law, or its affiliates or subsidiaries, contractors, vendors or other partners (collectively, the “Released Parties” and each a “Released Party”) arising out of or in any way relating to your use of the Services (including, without limitation, the promoting, advertising, purchasing or selling of the Services), or the Content or Client Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of the Services, the Content or Client Content, or allegations that Oziel Law or any Released Party has or should indemnify, defend or hold harmless you or any third-party from any claim or allegation arising from your use or other exploitation of the Services.
No Indirect, Etc. Damages.
Without limitation of the foregoing, you agree that, to the fullest extent permitted by law, in no event will Oziel Law or any other Released Party be liable, howsoever caused, for any direct, special, indirect, incidental, punitive, exemplary or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of income or loss of data, loss of life, data breach, data theft, damage to personal property, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services, the Content or Client Content, or that result from mistakes, errors, omissions, interruptions, deletion of Client Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the Services, any Client, or any other Released Party’s records, programs or services, regardless of legal theory and whether or not we have been warned of the possibility of such damages and whether those damages were foreseeable or not and/or caused by any negligence, misconduct, and/or other action and/or inaction by you or any third-party (including, without limitation, Oziel Law or any Released Party).
Limitation of Liability.
In no event shall the aggregate liability of Oziel Law, whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, arising out of the non-legal Services exceed any amount paid by you to us during the two (2) months prior to the date of any claim, if any. With regard to any legal Services provided, Oziel Law’s aggregate liability shall be subject to the limitations permitted under the applicable laws.
To the fullest extent permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited to, the negligent acts or omissions, of our independent contractors, third-party partners, employees, clients, any other third-party service providers and/or any third-party software and/or open source software.
Sole and Exclusive Remedy.
If you are dissatisfied with the Services, do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using the Services.
13. Applicable Law
Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Oziel Law related to any claim and, where applicable, you also agree to opt out of any class proceedings against Oziel Law. If you have a claim, you should give written notice to arbitrate at an address located within Toronto, Ontario. If we have a claim, we will give you a notice to arbitrate. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
14. Termination/Modification of Terms
Modification of Terms.
Over time we may add new offerings to the Services. We may, at any time, revise the Terms by updating this page and the Last Updated date indicated. We may notify you of any significant changes to the Terms by sending a notice to the last email address provided or the email address provided in the Order Form. If we update the terms, you are free to decide whether you would like to continue using the Services. If you continue to use the Services, you will be deemed to consent to the new Terms and be bound by the new agreement.
You may withdraw your consent to these Terms and end your use of the Services at any time by sending an email to the contact information identified below. When you withdraw your consent to these Terms, you must cease using the Services immediately. Any Client Content uploaded to the Services may remain on the Services depending on the nature of such Client Content. The license you grant to us for the Client Content survives the termination of these Terms. In addition, we may retain an archival copy of such Client Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes and compliance with legal requirements. Notwithstanding the foregoing, you may submit a request by email to the contact information identified below to have proprietary and/or confidential non-public information removed from our systems.
Notwithstanding any provision of these Terms, we reserve the right, in our sole discretion, without any notice or liability to the Client, to (a) terminate a Client’s license to use the Services, or any portion thereof; (b) block or prevent a Client’s future access to and use of all or any portion of the Services or third-party accounts or websites or as otherwise applicable; (c) change, suspend, or discontinue any aspect of the Services; and (d) impose limits on the Services.
Other Termination Obligations.
Upon termination of these Terms, the Client shall pay any fees for Services and expenses that remain outstanding. If necessary, we may in our sole discretion, pro rate the value of the Services and invoice the Client based on the percentage of the Services outlined in the Order Form that have been completed.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Oziel Law may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Oziel Law, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Oziel Law regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral, or written between you and Oziel Law regarding your use of the Services. You and Oziel Law explicitly agree that all disputes, claims, or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
16. Questions and Comments
If you have any questions regarding these Terms or your use of the Services, please contact us here: email@example.com
Registered Office Terms & Conditions
In addition, and subject to the Client agreeing to the above Terms, Oziel Management agrees to provide the registered office services as ordered pursuant to the terms of a submitted, executed or accepted Order Form, as purchased and applicable for the premises located at 77 Bloor Street West, Suite 1220, Toronto, Ontario, Canada, M5S 1M2 (“Office”) (collectively, the “Registered Office Service”).
The provisions of the preceding Terms and those set forth below must be read in conjunction. In the event of any inconsistency between the preceding Terms and this Appendix A, the terms outlined in Appendix A shall take precedence.
With effect from the date of incorporation of the Client’s company (“Company”) or the date that Oziel Management begins providing the Registered Office Service, we shall perform the services set forth in this Appendix A (and the Terms, as applicable), and the Company’s use of Oziel Management’s services shall be deemed to constitute the Company’s acceptance of the Terms. Any reference to the Client’s Company in this Appendix A shall also extend to the Client and vice versa. Within the scope of the Registered Office Service, Oziel Management will, without limitation, (i) provide the Company with the Office address, which the Company may solely use as its registered office address; (ii) receive official mail addressed to the Company at the Office; and (iii) scan the Company’s official mail upon receipt and transmit digital copies via email to the Client at the provided email address in the Order Form or as otherwise agreed, at no additional charge. For greater clarity, we will not examine, store, or retain any physical copies of mail received on behalf of the Company and all physical copies will be appropriately discarded by us after scanning, in accordance with secure disposal processes.
The Company acknowledges and accepts that the Registered Office Service is strictly limited to official mail and that non-official mail received on behalf of the Company, including but not limited to, letters from customers, suppliers, etc. will be returned to the sender or appropriately discarded, unless otherwise agreed by the parties. The Company will not offer to any third-party, including any party in the building in which the Office is located (“Building”) or the Office itself, the Registered Office Service, or any other services, now or in the future, except as informed and agreed in writing by the Company and Oziel Management. The Company acknowledges that due to the imperfect nature of verbal, written and electronic communications, Oziel Management shall not be responsible for damages, direct or consequential, which may result from the failure of Oziel Management to furnish the Registered Office Services or as otherwise agreed to by us. The Company expressly agrees to waive, and agrees not to make any claim for damages, direct or consequential, arising out of any failure to furnish any utility, service or facility, any error or omission with respect thereto, or any delay or interruption of the same. The Company acknowledges that Oziel Management will comply with Canada Post Corporation’s rules and regulations regarding Company mail. Upon termination of these Terms, it will be the Company’s responsibility to notify all parties of termination of the use of the Office address. The Company will advise in writing of any material changes made to the Company, including but not limited to, a change of the Company name.
2. Fees, Expenses, and Payment.
In addition and subject to Section 3 of the Terms, the Fees to be paid by the Company to Oziel Management for the Registered Office Service may include, (i) a monthly and/or annual subscription fee as charged by us from time to time; (ii) disbursements reasonably incurred and reasonable expenses as may be required beyond those included in the Registered Office Services; and (iii) any applicable examination and/or photocopying fees as may be required beyond those included in the Registered Office Services. We reserve the right to contact any third-party and request that they cease listing the Office address if any Client has failed to make applicable payments for the Registered Office Service.
For term-based subscriptions, you must provide written consent of your intent to renew at least thirty (30) days prior to the expiration of the then-current Term for the Registered Office Service. The Registered Office Service may be renewed on an annual basis at our sole discretion.
Notwithstanding Section 1 above, if the Company requests Oziel Management to transmit physical copies of its mail (including originals) and Oziel Management consents to such request, written notice specifying the forwarding address details must be provided to us promptly or before we receive the mail, whichever is earlier. We will present invoices for any applicable fees, costs, or disbursements associated with transmitting the physical copies that may be delivered through third-party platforms (inclusive of shipping expenses, if any).
3. Office Relocation
We reserve the right, upon ten (10) days prior written notice to the Company, to change and amend the Office address to another office address within our facilities, provided such other office is substantially similar in area, province, and configuration to the Office address. We reserve the right to notify the Company of any applicable fees or costs associated with changing the Company’s utilization of the Office address, including any legal fees as may be charged by Oziel LLP to effect the change in the registered office address if requested and on behalf of the Company.
4. Representations and Warranties
Notwithstanding any other provisions in these Terms, the representations and warranties below shall survive termination of these Terms. By signing up for the Registered Office Services, you represent, warrant, and agree that, at all times, if and as applicable:
We reserve the right to open and inspect any mail received on behalf of the Company if we deem it necessary, for example (but not limited to) suspicion of prohibited mail or if our address is being used in contravention of these Terms. We also reserve the right to return, report to the authorities, and/or dispose of the mail (as applicable) without compensation to the intended receiver.
Utilization of Services.
You shall not use our Registered Office Services for deliveries outside of any official mail permitted to be delivered pursuant to these terms. You shall not use our Registered Office Services for any unlawful or fraudulent purpose, and you shall not amend the Office address in any way. The Company is not permitted to state to any third-party that they have a physical presence at the Office nor assert to any government authority that the Company’s officers, directors, employees, affiliates and any other associated individuals are residents at the Office. We are not responsible for or liable for any mail received without the Office or Building staff’s signature indicating acceptance. We shall not be liable for any such use, and you will forever, fully, and unconditionally indemnify and defend us from any such liability.
Permissions and Instructions.
The Company will always provide us with a current email address and failure to keep all contact information up to date, including Office address, email address and telephone numbers, may result in the suspension of your service. If the Company fails to provide us with its current contact information, we will not be obliged to make any further effort to locate the Client and/or the Company or any officer or director of the Company, or to seek instructions. The Company shall hereby permit us to access, examine, and transmit electronic copies of the mail, only to (i) officers, directors, or employees of the Company, who perform management or administration functions; and (iii) such other persons as the Company may specify in writing to us.
You must not copy or use any information (whether or not confidential) or intellectual property belonging to us or the Building’s members or their affiliates, contractors or guests, including, but not limited to, confidential information, proprietary information, work product, trade secrets, personally identifiable information, likenesses, voices, business names, trademarks, service marks, logos, trade dress, patents, any other identifiers or other intellectual property, or modified or altered versions of the same.
In addition, and subject to Section 13 of the Terms, we may immediately suspend the Registered Office Service or any other services in the following circumstances:
- breach of these Terms by the Client, the Company, or any person affiliated with the Client and/or the Company;
- upon termination, expiration or any loss of our rights in the Office; and/or
- if you or anyone affiliated with you, fail to comply with any other policies or instructions provided by us or applicable to you.
Upon expiration or termination of these Terms, if the Company fails to remove the Office’s address from its incorporation and constating documents, websites, or other public places within thirty (30) days of such termination or expiration, then the Company will be obligated to pay the applicable penalty fees for the period that the Registered Office Service continues to be used beyond the termination or expiration date. After the expiry or termination of these Terms, Oziel Management may return to the sender all mail addressed to the Company that is received by the Office. At the expiry or termination of these Terms, the Company must notify all relevant parties of its new registered office address.
We reserve the right, upon written notice to the Company, to modify, suspend, or terminate the Registered Office Services, in the event the Company (i) suspends or ceases conducting business in the normal course, (ii) becomes insolvent, (iii) makes a general assignment for the benefit of creditors, (iv) suffers or permits the appointment of a receiver, receiver and manager, or interim receiver, for its business or assets, (v) avails itself of, or becomes subject to, any proceedings under any other statute of any federal government, province or state relating to bankruptcy, insolvency, reorganization, moratorium, arrangement of debt or the protection of rights of creditors, or (vi) makes any proposal, arrangement or compromise with its creditors under applicable bankruptcy or insolvency legislation.