Last Updated: January 1, 2025
This Cloud Service Agreement ("Agreement") is entered into between Optimal Workforce Inc. ("Provider," "we," "us," or "our") and the entity or individual agreeing to these terms ("Customer," "you," or "your"). By accessing or using the Service, you agree to be bound by this Agreement.
Subject to the terms of this Agreement and payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Period solely for Customer's internal business operations.
Customer is responsible for maintaining the confidentiality of User account credentials and for all activities that occur under Customer's account. Customer shall promptly notify Provider of any unauthorized access or use of the Service.
Provider will provide email-based technical support during normal business hours. Support response times and availability may vary based on the Customer's subscription plan.
Provider may modify, update, or enhance the Service from time to time. Provider will not materially reduce the core functionality of the Service during Customer's Subscription Period without reasonable notice.
Customer shall use the Service in compliance with this Agreement, applicable laws, and the Documentation. Customer is solely responsible for ensuring that its use of the Service complies with all applicable employment, privacy, and data protection laws.
Customer shall not:
Provider may suspend Customer's access to the Service if: (a) Customer's account is more than 30 days overdue; (b) Customer breaches any material term of this Agreement; or (c) continued use poses a security risk or may cause harm to Provider or other customers. Provider will provide reasonable notice before suspension except in cases of emergency.
Customer retains all rights, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data.
Customer grants Provider a limited, non-exclusive license to access, use, and process Customer Data solely to provide and improve the Service. Provider may use anonymized, aggregated data derived from Customer Data to improve the Service and develop new features, provided such data cannot reasonably be used to identify Customer or any individual.
Customer is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired such data. The quality of optimization results depends on the accuracy and completeness of Customer Data.
Upon termination of this Agreement, Customer may request export of Customer Data within 60 days. After this period, Provider may delete Customer Data in accordance with its standard data retention practices. Provider will comply with reasonable data deletion requests within 30 days.
Customer shall not submit to the Service any data that includes: (a) protected health information (PHI) unless a separate Business Associate Agreement is in place; (b) financial account numbers, credit card numbers, or banking credentials; (c) government-issued identification numbers (e.g., Social Security numbers); or (d) data that violates applicable privacy or data protection laws.
Provider's collection and use of personal information is governed by our Privacy Policy, available at /privacy-policy.
Provider implements and maintains commercially reasonable technical and organizational security measures designed to protect Customer Data from unauthorized access, use, alteration, or disclosure.
For Customers subject to data protection regulations (such as GDPR or PIPEDA), Provider will process personal data in accordance with applicable data processing requirements. Additional data processing terms may be available upon request.
Customer shall pay the fees specified in the applicable order or subscription plan. Fees are quoted in Canadian dollars (CAD) or United States dollars (USD) unless otherwise specified.
Fees are due in advance at the beginning of each billing period. By subscribing to the Service, Customer authorizes Provider to charge the designated payment method for all applicable fees.
Fees do not include applicable taxes. Customer is responsible for all taxes, duties, and other governmental charges associated with the Service, excluding taxes based on Provider's income.
Fees are non-refundable except: (a) if Provider materially breaches this Agreement and fails to cure within 30 days of notice; (b) if Provider terminates Customer's access for convenience; or (c) as otherwise required by applicable law. In such cases, Customer may be entitled to a pro-rata refund of prepaid fees.
This Agreement begins when Customer first accesses the Service and continues until terminated. Each Subscription Period will automatically renew for successive periods of the same length unless either party provides notice of non-renewal at least 30 days before the end of the current period.
Either party may terminate this Agreement if:
Upon termination:
Provider warrants that:
Customer warrants that:
THE SERVICE PROVIDES WORKFORCE OPTIMIZATION RECOMMENDATIONS BASED ON CUSTOMER DATA AND ALGORITHMIC ANALYSIS. PROVIDER DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOMES, COST SAVINGS, OR OPERATIONAL IMPROVEMENTS. Optimization results are decision-support tools and should be reviewed by qualified personnel before implementation. Customer is solely responsible for all decisions made based on optimization results.
Except as expressly provided in this Agreement, the Service is provided "as is" and "as available." Provider disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Service will be uninterrupted, error-free, or completely secure.
To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to this Agreement, regardless of the theory of liability.
Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Customer to Provider in the twelve (12) months immediately preceding the event giving rise to the claim.
The limitations in this Section 9 do not apply to: (a) either party's breach of confidentiality obligations; (b) Customer's violation of the license restrictions in Section 3.2; (c) amounts owed under Section 10 (Indemnification); or (d) liability that cannot be limited under applicable law.
Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement; or (c) Customer's violation of applicable laws.
Provider shall indemnify, defend, and hold harmless Customer from any third-party claims alleging that the Service infringes such third party's intellectual property rights, provided that Customer promptly notifies Provider of such claim, allows Provider to control the defense, and cooperates in the defense.
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 law principles. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario for any disputes arising under this Agreement.
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter.
Provider may update this Agreement from time to time. Material changes will be communicated to Customer at least 30 days before taking effect. Continued use of the Service after changes become effective constitutes acceptance of the updated terms.
Customer may not assign this Agreement without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties' successors and permitted assigns.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Provider's failure to enforce any right or provision shall not constitute a waiver of such right or provision.
All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable order or to such other address as a party may designate. Notices to Provider may be sent by email to legal@optimal-workforce.com.
Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
Customer shall comply with all applicable export control and sanctions laws in connection with its use of the Service.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
For questions about this Agreement or the Service, please contact us:
Optimal Workforce Inc.
Email: legal@optimal-workforce.com