Terms of Service

3.1 Provision of Service: Subject to your payment of fees and compliance with this Agreement, HubbleWorks grants you a non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to access and use the Service for your internal business purposes related to employee scheduling.

3.2 Responsibility for Users: You are responsible for all actions of your Organizational Users. You must ensure they comply with this Agreement and keep passwords secure. Any breach by an Organizational User is deemed your breach. You agree to notify us immediately of any unauthorized access.

3.3 Modifications: We reserve the right to change, suspend, or discontinue any feature of the Service with reasonable notice where feasible. Material changes will be communicated with at least 30 days' notice. We may also impose limits on certain features or restrict access to parts of the Service for security, legal compliance, or operational reasons.

3.4 Support and Uptime: We will provide standard customer support during business hours (9am-5pm ET, Monday-Friday, excluding holidays). We aim for 99% uptime calculated on a monthly basis, excluding scheduled maintenance. Scheduled maintenance will be communicated with at least 48 hours' notice and performed outside peak hours (10pm-6am ET) where reasonably possible.

3.5 Beta Features: From time to time, we may offer beta, pilot, or trial features ("Beta Features"). Beta Features are clearly marked as such and are provided "as-is" without warranties of any kind. We may modify or discontinue Beta Features at any time without notice. Data associated with Beta Features may not be preserved.

4.1 Subscription Term: The initial Subscription Term is as specified in your Order Form (e.g., monthly or annually). It will automatically renew for successive periods of the same duration unless either party gives written notice of non-renewal at least 30 days prior to the end of the current term.

4.2 Termination for Cause: Either party may terminate this Agreement if the other party materially breaches and fails to cure within 30 days of written notice specifying the breach. We may also terminate or suspend your access immediately for: (a) non-payment of fees for more than 15 days after written notice; (b) violation of applicable laws; (c) actions that create security or legal risks; or (d) if required by law or court order.

4.3 Effect of Termination: Upon termination, your license ends, and you must immediately cease using the Service and delete any downloaded materials. We will retain your Customer Data for 30 days following termination to allow you to retrieve it. After 30 days, we may delete Customer Data in accordance with our data retention policies. You remain liable for any fees incurred prior to termination. Sections that by their nature should survive (including Sections 5, 6.2, 7, 8, 9, 10, and 11) will continue after termination.

4.4 Data Export: Upon written request made within 30 days of termination, we will provide you with an export of your Customer Data in CSV or JSON format. We may charge reasonable fees for data exports exceeding 5GB or requiring custom formatting.

5.1 Ownership: We own all right, title, and interest in the Service, including all Intellectual Property Rights therein, and all modifications, enhancements, and derivative works thereof. You retain all ownership rights in your Customer Data, subject to the licenses granted herein.

5.2 Feedback: If you provide feedback, suggestions, or ideas about the Service ("Feedback"), we may use such Feedback without restriction or compensation to you. You hereby assign to us all rights in any Feedback.

5.3 Trademarks: You grant us a limited, non-exclusive license to use your name, logo, and trademarks in our marketing materials, customer lists, and case studies to indicate you are a customer, subject to your reasonable trademark usage guidelines if provided to us in writing. You may revoke this license at any time by written notice.

5.4 Restrictions: You may not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service except to the extent permitted by applicable law; (c) rent, lease, lend, sell, sublicense, or distribute the Service to third parties; (d) use the Service to develop a competing product or service; (e) remove, alter, or obscure any proprietary notices on the Service; or (f) use the Service in any manner that violates applicable laws or regulations.

6.1 Customer Data License: You own your Customer Data. You grant us a limited, non-exclusive, royalty-free license during the Subscription Term and for a reasonable period thereafter (not to exceed 90 days after termination) to host, store, process, display, and transmit Customer Data solely as necessary to: (a) provide, maintain, and support the Service; (b) perform backups and disaster recovery; (c) comply with legal obligations; and (d) enforce this Agreement. This license terminates upon deletion of your Customer Data in accordance with Section 4.3.

6.2 Aggregated and De-Identified Data: We may collect, create, and use aggregated, anonymized, or de-identified data derived from Customer Data, provided such data does not identify you or any individual ("Aggregated Data"). Aggregated Data is our property and may be used for any lawful business purpose, including analytics, benchmarking, product development, and research. We will ensure that Aggregated Data cannot be re-identified and complies with applicable privacy laws including PIPEDA.

6.3 Employee Consent and Compliance: You represent and warrant that you have: (a) obtained all necessary consents, authorizations, and rights from your employees and Organizational Users as required under PIPEDA, Ontario privacy laws, the Employment Standards Act, 2000 (Ontario), and any other applicable privacy and employment laws to collect, use, and disclose their personal information through the Service; (b) provided them with adequate notice of how their information will be used; and (c) complied with all applicable collective bargaining agreements. You are solely responsible for the lawfulness of your data collection and processing activities.

6.4 Data Security: We will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, modification, or disclosure. These safeguards include encryption of data in transit and at rest, access controls, regular security assessments, and employee training. However, you acknowledge that no security measures are perfect or impenetrable, and we cannot guarantee absolute security.

6.5 Data Retention: We will retain Customer Data during the Subscription Term and for 30 days following termination as described in Section 4.3. We may retain certain data for longer periods as required by law (e.g., tax records for 7 years) or for legitimate business purposes (e.g., backup archives, fraud prevention). Data in backup systems may persist for up to 90 days.

6.6 Data Location: Customer Data may be stored and processed in Canada and the United States. By using the Service, you consent to the transfer and processing of data in these jurisdictions. We will ensure adequate safeguards are in place for cross-border transfers.

6.7 Compliance with Laws: You are solely responsible for ensuring your use of the Service complies with all applicable laws, including but not limited to privacy laws (PIPEDA), employment laws (Employment Standards Act, 2000), human rights legislation, and any industry-specific regulations applicable to your business.

7.1 Fees: Fees are as specified in your Order Form, denominated in Canadian Dollars (CAD) unless otherwise stated. Fees are based on your selected subscription plan and the number of users or seats purchased, not actual usage. All fees are exclusive of taxes.

7.2 Payment Processor: All payments are processed through Stripe, Inc. ("Stripe"), a third-party payment processor. By using the Service, you agree to be bound by Stripe's Services Agreement and any applicable terms. You must provide valid and current payment information to Stripe. We do not store your complete credit card information.

7.3 Billing: Subscription fees are billed in advance on a monthly or annual basis as specified in your Order Form. Payment is due immediately upon invoice unless your Order Form specifies net 30-day terms. Late payments will accrue interest at the rate of 1.5% per month (19.56% annually) or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.

7.4 Payment Processing Limitations: HubbleWorks is not a financial institution, bank, or payment processor. While we integrate with Stripe to facilitate billing, we are not responsible for: (a) Stripe service outages or technical failures; (b) payment processing errors caused solely by Stripe; (c) chargebacks initiated by your financial institution; (d) unauthorized access to your Stripe account resulting from your failure to maintain secure credentials; or (e) currency conversion fees or exchange rate fluctuations. However, we remain responsible for our own negligence in configuring or maintaining the Stripe integration.

7.5 Refund Policy: All fees paid are non-refundable except as required by law or as expressly stated in your Order Form. We do not provide prorated refunds for mid-term cancellations or downgrades. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period.

7.6 Taxes: You are responsible for paying all applicable federal, provincial, and local taxes, duties, tariffs, or other governmental charges (including HST/GST), except for taxes based on our net income. If we are required to collect or remit taxes, such amounts will be invoiced to you and payment is due with your subscription fees.

7.7 Price Changes: We may increase subscription fees for any renewal term by providing at least 30 days' written notice prior to the renewal date. Price increases will not affect your current Subscription Term. If you do not agree to the price increase, you may terminate this Agreement by providing notice of non-renewal as specified in Section 4.1.

8.1 Your Warranties: You represent and warrant that: (a) you have all necessary rights, consents, and authority to provide Customer Data to us and to grant the licenses herein; (b) your Customer Data and your use of the Service do not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other rights; (c) your use of the Service complies with all applicable laws, regulations, and industry standards; and (d) you have obtained all necessary consents from employees and users as required under Section 6.3.

8.2 Our Warranties: We warrant that: (a) the Service will perform materially in accordance with its documentation under normal use and circumstances; (b) we will perform the Service in a professional and workmanlike manner consistent with industry standards; and (c) we have the right and authority to grant the licenses herein. If the Service does not conform to this warranty, we will use commercially reasonable efforts to correct the non-conformity. Your exclusive remedy for breach of this warranty is re-performance of the deficient Service or, if we cannot correct the non-conformity within 30 days, termination of this Agreement and a prorated refund of prepaid fees for the unused portion of the Subscription Term.

10.1 Your Indemnification: You agree to defend, indemnify, and hold harmless HubbleWorks, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all third-party claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on a solicitor-client basis) arising out of or related to: (a) your use of the Service in violation of this Agreement; (b) your Customer Data, including any claim that it infringes or misappropriates any third-party intellectual property rights or violates any privacy rights; (c) any employment-related claim by your employees or former employees, including but not limited to claims for wrongful dismissal, constructive dismissal, unpaid wages or overtime, human rights violations, or violations of employment standards legislation; (d) your violation of any applicable law or regulation; (e) your failure to obtain necessary consents or authorizations as required under Section 6.3; or (f) any negligent or more culpable acts or omissions by you or your Organizational Users.

10.2 Our Indemnification: We will defend, indemnify, and hold you harmless from and against any third-party claim that the Service, when used in accordance with this Agreement, infringes a Canadian patent, copyright, or trademark, provided you: (a) promptly notify us in writing of the claim; (b) grant us sole control of the defense and settlement; and (c) provide reasonable cooperation at our expense. If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option: (i) obtain the right for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate this Agreement and refund prepaid fees for the unused portion of the Subscription Term. This Section states our entire liability for infringement claims.

10.3 Procedure: The indemnifying party will have sole control over the defense and settlement of any indemnified claim, provided that: (a) the indemnified party promptly notifies the indemnifying party in writing of the claim; (b) the indemnified party provides reasonable cooperation in the defense at the indemnifying party's expense; and (c) no settlement may be made that imposes liability or obligations on the indemnified party without their prior written consent, which shall not be unreasonably withheld. The indemnified party may participate in the defense with counsel of their choice at their own expense.

11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.2 Informal Dispute Resolution: Before initiating arbitration or litigation, the parties agree to attempt in good faith to resolve any dispute through informal negotiation. Either party may initiate negotiations by sending written notice to the other party describing the dispute. The parties will meet (in person or by videoconference) within 15 business days and attempt to resolve the dispute. If the dispute is not resolved within 30 days of the notice, either party may proceed to arbitration.

11.3 Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, that is not resolved through informal negotiation shall be finally settled by binding arbitration administered by the ADR Institute of Canada, Inc. in accordance with its Arbitration Rules then in effect (the "Rules"). The arbitration shall be conducted in Toronto, Ontario before a single arbitrator appointed in accordance with the Rules. The arbitration shall be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, and the parties shall share equally the fees and expenses of the arbitrator, unless the arbitrator determines that one party is the prevailing party and awards costs accordingly.

11.5 Exceptions to Arbitration: Notwithstanding Section 11.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or other proprietary rights. Additionally, either party may bring a claim in small claims court if the claim qualifies.

11.6 Jurisdiction for Non-Arbitrable Claims: For any claims not subject to arbitration under Section 11.5, you irrevocably consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario.

13.1 Assignment: You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. We may assign this Agreement, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, upon notice to you. Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

13.2 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email (with a follow-up copy sent by another method); (c) one business day after deposit with a nationally recognized overnight courier; or (d) five business days after deposit in the mail, postage prepaid, certified or registered mail. Notices to you shall be sent to the email address or physical address associated with your account. Notices to us shall be sent to: legal@hubbleworks.com (for email) or HubbleWorks Inc., 796 Canal Rd, Peterborough, Ontario, Canada (for mail).

13.3 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

13.4 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any right, power, or remedy.

13.5 Entire Agreement: This Agreement, including any Order Forms and the Privacy Policy incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral. In the event of a conflict, the order of precedence is: (1) Order Form, (2) these Terms of Service, (3) Privacy Policy.

13.6 Amendments: We may amend this Agreement from time to time by providing at least 30 days' prior written notice via email to the address on file or by posting notice through the Service. Amendments will become effective on the date specified in the notice. Your continued use of the Service after the effective date constitutes acceptance of the amended terms. If you do not agree to an amendment, you may terminate this Agreement as provided in Section 4.1.

13.7 Export Compliance: You agree to comply with all applicable export and import control laws and regulations, including those of Canada and any other applicable jurisdiction. You represent that you are not located in, under the control of, or a national or resident of any country subject to Canadian or international trade embargoes or sanctions.

13.8 Government Users: If you are a government entity or public body, additional terms and procurement requirements may apply. Please contact us at legal@hubbleworks.com for government-specific terms.

13.9 No Agency: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf without prior written consent.

13.10 Third-Party Beneficiaries: Except as expressly stated herein, this Agreement is for the sole benefit of the parties and does not confer any third-party beneficiary rights.

13.11 Survival: The following sections shall survive termination or expiration of this Agreement: Sections 4.3 (Effect of Termination), 5 (Intellectual Property Rights), 6.2 (Aggregated Data), 7 (Payment), 8.1 (Your Warranties), 8.3-8.4 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11 (Governing Law & Dispute Resolution), and 13 (Miscellaneous).

13.12 Language: This Agreement has been drafted in English at the request of both parties. Les parties ont exigé que la présente convention soit rédigée en anglais.

13.13 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.