Terms of Service
Effective Date: April 23, 2026
Last Updated: April 23, 2026
1. Definitions and Interpretation
In these Terms of Service (these "Terms"), the following words have the meanings set out below:
"Account" means the JobBuddy account registered by or on behalf of the Customer.
"Agreement" means these Terms, together with the Privacy Policy, any Order Form, and any other document expressly incorporated by reference.
"Authorized User" means an individual employee, contractor, or other representative of the Customer whom the Customer authorizes to access and use the Services under the Customer's Account, including mobile workforce personnel and office administrators.
"Customer" means the business entity that has registered for the Services or on whose behalf the Services have been registered. Where an individual registers without identifying a business entity, the Customer is the individual, who is deemed to be acting in a commercial capacity.
"Customer Data" means all data, content, documents, photographs, voice recordings, location information, time records, estimates, invoices, forms, and other materials submitted to, uploaded to, or generated within the Services by or on behalf of the Customer, its Authorized Users, or its Invited Users.
"Invited User" means any person invited by the Customer or an Authorized User to access or interact with the Services in a limited capacity, including sub-trades, subcontractors, suppliers, homeowners, property owners, and end clients of the Customer.
"JobBuddy", "we", "us", or "our" means JobBuddy Inc., a corporation incorporated under the Canada Business Corporations Act.
"JODA" means the artificial-intelligence assistant feature of the Services, together with any successor, related, or ancillary AI features made available within the Services from time to time.
"Services" means the JobBuddy mobile application, web portal, application programming interfaces, and all related software, features, functionality, and documentation made available by JobBuddy, including JODA and all Beta Features.
"Subscription Plan" means the pricing tier selected by the Customer (currently Starter, Pro, or Enterprise), as described at https://www.getjobbuddy.com/pricing or in an applicable Order Form.
"You" and "your" refer to the Customer and, where context requires, its Authorized Users.
Section headings are for convenience only and do not affect interpretation. The word "including" means "including without limitation". References to a statute include its regulations and any successor legislation.
2. The Agreement and Acceptance
2.1 Binding Agreement
These Terms form a binding agreement between JobBuddy and the Customer. The Customer accepts these Terms by any of the following means, each of which is sufficient on its own:
(a) Self-serve signup. An individual registering an Account through JobBuddy's online signup flow clicks "I agree" (or equivalent affirmative acceptance mechanism) on behalf of the Customer;
(b) Order form. An authorized representative of the Customer signs an order form, statement of work, or other written agreement (including by electronic signature) that references or incorporates these Terms;
(c) Assisted onboarding. Where JobBuddy provisions an Account on the Customer's behalf as part of an assisted or managed onboarding process, the Customer accepts these Terms on the earliest of (i) the Customer's authorized representative signing an order form referencing these Terms, (ii) the Customer's authorized representative confirming acceptance in writing (including by email), or (iii) first use of the Services by any Authorized User of the Customer following provisioning; or
(d) Continued use. Any access to or use of the Services after receiving notice that use of the Services is governed by these Terms.
If the Customer does not agree to these Terms, the Customer must not access or use the Services, and must instruct its Authorized Users and Invited Users not to do so.
2.2 Authority to Bind
The individual accepting these Terms on behalf of the Customer represents and warrants that: (a) the Customer is duly organized and in good standing (or, if the Customer is a sole proprietor, that the individual is carrying on business in that capacity); (b) the individual has full legal authority to bind the Customer to these Terms; and (c) the Customer accepts these Terms and is responsible for all activity under the Account. Where an individual registers or uses the Services without identifying a separate business entity, "Customer" in these Terms means that individual, acting in a commercial capacity.
2.3 Business Use Only
The Services are intended exclusively for use in the course of a trade, business, or profession. They are not intended for personal, family, or household purposes. The Consumer Protection Act, 2002 (Ontario) and comparable provincial consumer-protection statutes do not apply to this Agreement.
2.4 Order of Precedence
In the event of any conflict between these Terms and another document forming part of the Agreement, the following order of precedence applies: (a) a signed order form or master services agreement between JobBuddy and the Customer; (b) these Terms; (c) the Privacy Policy; and (d) any other document incorporated by reference. A signed order form prevails over these Terms only as to provisions expressly modified in it.
2.5 Entire Agreement Between the Parties
These Terms, together with the Privacy Policy and any Order Form signed by the parties, constitute the entire agreement between JobBuddy and the Customer with respect to the Services and supersede all prior proposals, communications, and agreements, whether oral or written.
3. Eligibility and Account Registration
3.1 Eligibility
You must be at least the age of majority in your province of residence (18 in Ontario) to register an Account. The Services are currently offered only in Canada. Accessing the Services from outside Canada is at your own risk and may not be supported.
3.2 Account Information
You agree to provide accurate, current, and complete information at registration and to keep that information current. JobBuddy may suspend or terminate the Account if any information is materially inaccurate, incomplete, or suspected to be fraudulent.
3.3 Account Security
You are responsible for safeguarding all credentials associated with the Account and for all activity conducted under those credentials, whether authorized or not. You must notify JobBuddy immediately at security@getjobbuddy.com of any suspected unauthorized access. JobBuddy is not liable for any loss arising from unauthorized use of the Account except to the extent directly caused by JobBuddy's gross negligence or wilful misconduct.
3.4 One Account Per Customer
You may not maintain duplicate Accounts to circumvent user limits, free-tier restrictions, or other commercial terms.
4. Subscription Plans, Fees, and Billing
4.1 Subscription Plans
The Services are offered under the Subscription Plans identified on our pricing page. The features, user limits, and fees applicable to each plan are described on that page or in an applicable Order Form.
4.2 Billing; Stripe
All fees are processed through our third-party payment processor, Stripe. By providing payment information, you authorize JobBuddy (through Stripe) to charge that payment method for all fees due. Your relationship with Stripe is governed by Stripe's own terms and privacy policy.
4.3 Auto-Renewal
Unless you cancel before the end of the then-current billing period, your Subscription Plan will automatically renew for successive periods of the same length as your initial term (monthly plans renew monthly; annual plans renew annually) at JobBuddy's then-current rates. You expressly authorize JobBuddy to charge your payment method for each renewal.
4.4 Cancellation
You may cancel your Subscription Plan at any time through the in-product account settings. Cancellation takes effect at the end of the then-current billing period. Your Account will remain active at the paid tier until that date, after which it will be downgraded to the Starter tier (or terminated, at JobBuddy's election, if the Account is inactive).
4.5 No Refunds; No Pro-Rata Credits
All fees are non-refundable and non-creditable. No refunds or pro-rata credits will be issued for partial billing periods, unused features, downgrade of Subscription Plan, or cancellation, except where a refund is required by applicable law.
4.6 Failed Payment
If a payment fails, JobBuddy will notify the Customer and retry the charge in accordance with Stripe's standard retry logic. If payment is not successfully collected within fifteen (15) days of the original due date, JobBuddy may suspend paid features, downgrade the Account to the Starter tier, or terminate the Account, without further notice and without liability.
4.7 Price Changes
JobBuddy may change the fees for any Subscription Plan. Price changes will not affect the current billing period. For price changes affecting renewal, JobBuddy will provide at least thirty (30) days' notice by email to the Account's primary contact or in-product notice. If you do not agree to the change, your sole remedy is to cancel before the change takes effect.
4.8 Taxes
All fees are stated exclusive of applicable taxes. The Customer is responsible for all sales, use, value-added, HST, GST, QST, PST, and similar taxes and duties imposed on the Customer's purchase or use of the Services (other than taxes on JobBuddy's net income).
4.9 Disputed Charges
You must notify JobBuddy of any billing dispute within sixty (60) days of the charge, failing which the charge is deemed accepted. Initiation of a chargeback without first contacting JobBuddy in good faith is a material breach of these Terms.
5. Customer Data
5.1 Ownership
As between JobBuddy and the Customer, the Customer retains all right, title, and interest in and to the Customer Data. JobBuddy claims no ownership interest in Customer Data.
5.2 Limited Licence to JobBuddy
The Customer grants JobBuddy a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable licence to access, host, store, copy, transmit, process, display, modify, and otherwise use the Customer Data solely as necessary to: (a) provide, maintain, and improve the Services; (b) support the Customer; (c) comply with law; (d) enforce these Terms; (e) develop and improve JobBuddy's products and services in accordance with Section 8 (AI Training); and (f) produce aggregated or de-identified statistical information.
5.3 Customer Representations
The Customer represents and warrants that: (a) it has all necessary rights, consents, and permissions to submit the Customer Data to the Services and to authorize JobBuddy's use of it as contemplated by this Agreement; (b) the Customer Data does not infringe, misappropriate, or violate the rights of any third party, including intellectual property rights, privacy rights, publicity rights, or contractual rights; and (c) the Customer Data complies with all applicable laws.
5.4 Customer Responsibility for Content
The Customer is solely responsible for the accuracy, legality, quality, and appropriateness of the Customer Data. JobBuddy does not pre-screen Customer Data and has no obligation to monitor it, but reserves the right to remove or disable access to any Customer Data that JobBuddy, in its sole discretion, believes violates these Terms or applicable law.
6. Authorized Users and Invited Users
6.1 Customer Responsibility
The Customer is fully responsible for: (a) all acts and omissions of its Authorized Users and Invited Users; (b) ensuring its Authorized Users and Invited Users comply with these Terms; (c) all Customer Data submitted by any of them; and (d) providing all notices to, and obtaining all consents from, its Authorized Users and Invited Users as required by applicable law.
6.2 Invited Users
When the Customer invites a sub-trade, homeowner, end client, or other third party to access the Services, the Customer represents that it has the authority to invite that person and that the invitee will be bound by JobBuddy's End User Terms. The Customer agrees to indemnify JobBuddy in respect of any claim brought by an Invited User relating to the Customer's use of the Services.
6.3 User Limits
The Customer may not exceed the Authorized User or Invited User limits of its Subscription Plan. Sharing a single set of credentials among multiple individuals to circumvent user limits is prohibited.
6.4 Employer Obligations
Where Authorized Users are the Customer's employees or contractors, the Customer remains solely responsible for all employment-law obligations, including wage and hour compliance, workplace surveillance notifications, occupational health and safety, and human rights obligations. JobBuddy is not the Customer's employee, agent, or joint employer, and provides no employment-law advice.
7. Location-Based Time Tracking
This section is critical. Please read it carefully and ensure the Customer obtains all required consents before enabling location-based features.
7.1 What the Feature Does
The Services include a geolocation-based time-tracking feature that, when enabled, records the approximate GPS location of an Authorized User's device at the time the user clocks in and clocks out, and may record location during working hours for certain Subscription Plans.
7.2 Customer's Consent Obligations
The Customer represents and warrants that, before enabling location-based time tracking in respect of any Authorized User, it has:
(a) obtained all consents required under applicable privacy law, including under the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation;
(b) complied with all applicable employment-law notification and disclosure requirements, including, where applicable, Ontario's electronic monitoring policy requirements under the Employment Standards Act, 2000;
(c) informed the Authorized User in clear and conspicuous terms of the nature, purpose, scope, and retention of the location data collected; and
(d) provided a mechanism for the Authorized User to raise concerns or withdraw consent in accordance with law.
7.3 Customer Bears All Risk
The Customer bears sole responsibility and liability for any claim, complaint, investigation, regulatory proceeding, or damages arising out of the collection or use of location data through the Services, including claims by current or former Authorized Users, labour standards complaints, privacy complaints, and class actions. JobBuddy is a service provider that processes location data on the Customer's instructions; it is not the controller of that data for purposes of any privacy law.
7.4 Indemnification
The Customer will indemnify, defend, and hold harmless JobBuddy in respect of any claim arising from a breach of this Section 7, in accordance with Section 17.
7.5 JobBuddy's Safeguards
JobBuddy applies reasonable technical and organizational safeguards to location data, including access controls, encryption in transit, and retention limits. Nothing in this Section 7 limits those safeguards, but those safeguards do not transfer legal responsibility for consent from the Customer to JobBuddy.
8. JODA and Artificial Intelligence Features
8.1 JODA Is a Beta Feature
JODA and all other AI-powered features of the Services (together, "AI Features") are designated Beta Features. They are provided on an "as-is", "as-available" basis, without warranty of any kind. JobBuddy may modify, suspend, or discontinue any AI Feature at any time without notice.
8.2 AI Outputs Are Not Professional Advice
Outputs generated by JODA — including but not limited to material takeoffs, estimates, schedules, project summaries, and any textual or numeric output — are informational suggestions only. They are not engineering advice, construction advice, legal advice, accounting advice, or tax advice. They may contain errors, omissions, inaccuracies, or fabricated information ("hallucinations"). AI Outputs may not reflect local codes, regulations, site conditions, or professional standards.
8.3 Customer Responsibility for Reliance
The Customer is solely responsible for reviewing, verifying, and validating every AI Output before relying on it for any purpose, including before ordering materials, providing quotes to clients, submitting permit applications, or making operational decisions. JobBuddy is not liable for any loss arising from the Customer's reliance on any AI Output, including lost profits, over-ordering, under-ordering, cost overruns, project delays, or reputational harm with the Customer's own clients.
8.4 Ownership of AI Outputs
As between JobBuddy and the Customer, the Customer owns the AI Outputs generated in response to its prompts and its Customer Data, subject to (a) JobBuddy's rights in the underlying Services and AI models, (b) the licence granted to JobBuddy in Section 5.2, and (c) JobBuddy's right under Section 8.6 to use AI Outputs for service improvement. AI Outputs are not unique and substantially similar outputs may be generated for other customers; no exclusivity is granted.
8.5 AI Training on Customer Data (Opt-Out)
JobBuddy may use Customer Data and AI Outputs to train, improve, evaluate, and develop its AI Features and related machine-learning models. The Customer is enrolled by default. The Customer may opt out at any time through the in-product AI Settings. Opt-out will apply prospectively; data already used for training cannot be retroactively removed from models that have already been trained on it, but JobBuddy will not use new Customer Data for training following the opt-out.
Regardless of opt-out status, JobBuddy may always: (a) use aggregated or de-identified data that cannot reasonably be linked back to the Customer; (b) use operational metadata (for example, feature-usage statistics) for service improvement; and (c) use AI Outputs in the manner described in Section 8.6.
8.6 Use of AI Output Patterns
JobBuddy may use patterns, structures, and characteristics of AI Outputs — separate from the identifiable underlying Customer Data — to improve the Services and its AI Features. This right survives any opt-out under Section 8.5.
8.7 Prohibited AI Uses
The Customer must not use AI Features to: (a) generate content that is unlawful, defamatory, fraudulent, or infringes third-party rights; (b) make fully automated decisions that produce legal or similarly significant effects on individuals without human review; (c) impersonate any person; (d) generate content that discriminates on grounds prohibited by human rights legislation; or (e) reverse engineer, extract, or attempt to derive the underlying models, weights, or training data.
9. Acceptable Use
9.1 General Prohibitions
You must not, and must not permit any Authorized User or Invited User to:
(a) use the Services for any unlawful purpose or in violation of any applicable law;
(b) access or use the Services to build a competing product or service, or to benchmark the Services for competitive purposes;
(c) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services, except to the extent expressly permitted by applicable law notwithstanding this prohibition;
(d) copy, modify, distribute, sell, lease, rent, sublicense, or create derivative works of the Services;
(e) remove or obscure any proprietary notices on the Services;
(f) introduce viruses, worms, malware, ransomware, or other harmful code into the Services;
(g) probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measures, except under a written bug-bounty or responsible-disclosure program offered by JobBuddy;
(h) use automated means (bots, scrapers, crawlers) to access the Services, except via official APIs offered by JobBuddy;
(i) interfere with or disrupt the Services, the servers or networks connected to the Services, or the operation of the Services for other customers;
(j) send unsolicited commercial electronic messages through the Services in violation of Canada's Anti-Spam Legislation (CASL) or similar laws; or
(k) harass, threaten, defame, or intimidate any person through the Services.
9.2 Construction-Specific Prohibitions
You must not use the Services to:
(a) document, plan, or coordinate any work that requires a permit, licence, inspection, or professional sign-off that has not been obtained;
(b) upload photographs, plans, or documents that contain trade secrets or confidential information of a third party without authority;
(c) falsify time records, GPS data, signatures, inspection logs, or any other record generated within the Services;
(d) present AI Output — for example, a JODA-generated estimate — as the work product of a licensed engineer, architect, or other regulated professional; or
(e) capture or upload identifiable images or location data of persons who are not parties to the Customer's project without appropriate consent.
9.3 Enforcement
JobBuddy may investigate suspected violations of this Section 9 and may suspend the Account, remove content, or terminate the Agreement in response. JobBuddy is not required to provide evidence of violation before taking action.
10. Intellectual Property
10.1 JobBuddy IP
JobBuddy and its licensors own all right, title, and interest in and to the Services, including all software, code, user interfaces, designs, logos, trademarks (including "JobBuddy", "JODA", the JobBuddy logo, and the maple-leaf mark), documentation, and underlying AI models. These Terms do not transfer any ownership interest. Subject to these Terms, JobBuddy grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of this Agreement to access and use the Services for its internal business purposes.
10.2 Feedback
If you provide JobBuddy with feedback, suggestions, ideas, or recommendations regarding the Services ("Feedback"), you grant JobBuddy a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use, reproduce, modify, and commercialize the Feedback for any purpose, without obligation to you.
10.3 Third-Party IP Claims
If the Customer receives notice of any third-party claim alleging that the Customer Data or its use of the Services infringes any third-party intellectual property right, the Customer must promptly notify JobBuddy. Nothing in this Section 10.3 obligates JobBuddy to defend or indemnify the Customer in respect of such claims; liability as between the parties is allocated in Sections 16 and 17.
11. Third-Party Services
11.1 Integrations
The Services may integrate with, or depend on, third-party services, including Stripe (payments), Intuit QuickBooks (accounting, on Pro and Enterprise plans), Apple App Store and Google Play (distribution), and third-party map and geocoding providers.
11.2 Third-Party Terms
Your use of any third-party service is governed by that third party's own terms and privacy policies. JobBuddy is not a party to, and has no responsibility for, any agreement between you and a third-party service provider.
11.3 No Endorsement
JobBuddy does not endorse, and is not responsible for, the content, accuracy, security, performance, or availability of any third-party service.
11.4 Changes to Integrations
JobBuddy may add, modify, suspend, or remove any third-party integration at any time, with or without notice, without liability.
12. Confidentiality
12.1 Definition
"Confidential Information" means any non-public business, technical, financial, or customer information disclosed by one party (the "Discloser") to the other (the "Recipient") under this Agreement that is marked or would reasonably be understood to be confidential, including pricing, product roadmaps, Customer Data, and the non-public terms of any Order Form.
12.2 Obligations
The Recipient must: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect the Confidential Information using at least the same degree of care as it uses for its own confidential information of similar sensitivity, and no less than a reasonable standard; and (c) not disclose Confidential Information to any third party except to personnel, advisors, and contractors who need to know and who are bound by comparable confidentiality obligations.
12.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach; (b) was lawfully in the Recipient's possession before disclosure; (c) is received from a third party without restriction; (d) is independently developed without reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court order, provided the Recipient gives prompt notice where lawful.
12.4 Term
The confidentiality obligations in this Section 12 survive termination for three (3) years, except in respect of trade secrets, which remain confidential for as long as they retain trade-secret status.
13. Privacy and Data Protection
13.1 Privacy Policy
JobBuddy's collection, use, and disclosure of personal information is described in the Privacy Policy available at https://www.getjobbuddy.com/privacy-policy, which is incorporated by reference into these Terms.
13.2 Service Provider Role
In processing personal information contained in Customer Data on the Customer's behalf, JobBuddy acts as a service provider to the Customer. The Customer is responsible for determining the lawful basis for processing, providing notice, and obtaining consent, in each case as required by applicable privacy law.
13.3 Security
JobBuddy maintains commercially reasonable technical and organizational measures to protect Customer Data, including encryption in transit, access controls, and backup procedures. No security measure is perfect, and JobBuddy does not warrant that Customer Data cannot be compromised.
13.4 Breach Notification
If JobBuddy becomes aware of a breach of security involving Customer Data that creates a real risk of significant harm, JobBuddy will notify the Customer without undue delay and cooperate with the Customer in its own notification obligations under PIPEDA or other applicable law.
14. Service Availability and Offline Mode
14.1 No Uptime Commitment
JobBuddy aims to keep the Services available and performant but makes no guarantee or commitment regarding uptime, availability, response time, or error rate. The Services may be unavailable from time to time due to maintenance, updates, failures of third-party infrastructure, or events beyond JobBuddy's reasonable control.
14.2 Offline Mode
The Services include offline functionality that caches data locally on a device and synchronizes with JobBuddy's servers when connectivity is restored.
14.3 Offline Data at Your Risk
Data captured in offline mode is stored locally on the user's device until synchronization occurs and is at the Customer's risk. JobBuddy is not liable for any loss, corruption, overwriting, conflict, or delay in synchronization of offline data, including where such loss results from device damage, device loss, device replacement, sync conflicts between multiple users, or conflicts between offline and server-side changes. The Customer is responsible for ensuring that Authorized Users sync their devices regularly and back up critical information independently.
14.4 Service Changes
JobBuddy may add, modify, or discontinue features of the Services at any time. Material changes that materially reduce functionality available to a paying Customer will be communicated in advance by email or in-product notice.
15. Warranties and Disclaimers
15.1 Limited Customer Warranty
JobBuddy warrants that it has the right to enter into this Agreement and to provide the Services.
15.2 Disclaimer
EXCEPT AS EXPRESSLY SET OUT IN SECTION 15.1, THE SERVICES, INCLUDING ALL AI FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOBBUDDY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DURABILITY, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
15.3 Specific Disclaimers
Without limiting Section 15.2, JobBuddy does not warrant that: (a) the Services will meet the Customer's requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) Customer Data will be accurate, complete, or preserved; (d) defects will be corrected; or (e) AI Outputs will be accurate, complete, appropriate, or free from error or bias.
15.4 Statutory Non-Waivable Rights
Nothing in this Agreement is intended to limit or exclude any right or warranty that cannot be limited or excluded at law.
16. Limitation of Liability
16.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2 Aggregate Cap
JOBBUDDY'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO JOBBUDDY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).
16.3 Essential Basis
The parties agree that the disclaimers and limitations in Sections 15 and 16 are fundamental to the bargain between them, that JobBuddy would not provide the Services on the terms of this Agreement without those provisions, and that these provisions apply even if a limited remedy fails of its essential purpose.
16.4 Non-Excludable Liability
Nothing in this Agreement limits liability for fraud, fraudulent misrepresentation, or any other liability that cannot be limited or excluded at law.
17. Indemnification by Customer
17.1 Customer Indemnity
The Customer will defend, indemnify, and hold harmless JobBuddy, its affiliates, and their respective directors, officers, employees, and agents (the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees on a solicitor-and-own-client basis) arising out of or relating to:
(a) any Customer Data, including allegations that Customer Data infringes, misappropriates, or violates any third-party right;
(b) the Customer's, its Authorized Users', or its Invited Users' use of the Services, including any breach of these Terms;
(c) the Customer's failure to obtain any consent required in connection with location-based time tracking or any other processing of personal information;
(d) any claim brought by a current or former Authorized User of the Customer, including any employment-law, wage-and-hour, privacy, or surveillance claim;
(e) any claim brought by an Invited User, including any claim relating to a project, payment dispute, or warranty claim as between the Customer and the Invited User;
(f) the Customer's reliance on, or use of, any AI Output;
(g) any claim that the Customer has breached applicable law in connection with its use of the Services; and
(h) the Customer's gross negligence, wilful misconduct, or fraud.
17.2 No JobBuddy Indemnity
JobBuddy provides no indemnity to the Customer under this Agreement. Liability as between the parties is governed exclusively by Sections 15, 16, and this Section 17.
17.3 Procedure
As a condition of indemnification, JobBuddy will: (a) promptly notify the Customer of the claim in writing; (b) grant the Customer sole control over defence and settlement, provided the Customer does not agree to any settlement that imposes any non-monetary obligation on JobBuddy or admits fault on its part without JobBuddy's prior written consent (not to be unreasonably withheld); and (c) reasonably cooperate with the Customer at the Customer's expense. JobBuddy may participate in the defence at its own expense with counsel of its choice.
18. Term and Termination
18.1 Term
This Agreement begins on the date of first acceptance and continues until terminated in accordance with this Section 18.
18.2 Termination for Convenience by Customer
The Customer may terminate this Agreement at any time by cancelling all active Subscription Plans and closing the Account in accordance with Section 4.4.
18.3 Termination for Convenience by JobBuddy
JobBuddy may terminate this Agreement or discontinue the Services (in whole or in part) on thirty (30) days' prior written notice to the Customer. In the event of such termination, JobBuddy will refund any pre-paid fees for Subscription Plan periods not yet commenced as of the effective date of termination.
18.4 Termination for Cause
Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice of breach, or immediately on notice if the breach is incapable of cure. JobBuddy may terminate immediately, without a cure period, for any breach of Section 9 (Acceptable Use) or in response to a suspected security or safety threat.
18.5 Suspension
JobBuddy may suspend the Account (in whole or in part) without terminating this Agreement if: (a) a payment is overdue by more than fifteen (15) days; (b) JobBuddy reasonably suspects a breach of Section 9; (c) continued operation of the Account poses a security, legal, or safety risk; or (d) required by law.
18.6 Effect of Termination
On termination: (a) all rights and licences granted to the Customer terminate; (b) the Customer must cease using the Services; (c) accrued payment obligations survive; and (d) JobBuddy will, subject to Section 18.7, delete Customer Data within a reasonable period.
18.7 Data Export
For thirty (30) days following termination, JobBuddy will maintain the Customer Data in a retrievable form and make commercially reasonable tools available to the Customer to export its data. After thirty (30) days, JobBuddy may delete the Customer Data from active systems. Copies may persist in backups in accordance with JobBuddy's standard retention practices and will be deleted in the ordinary course.
18.8 Survival
Sections 1, 4.5, 4.8, 4.9, 5.3, 6.4, 7.3, 7.4, 8.2, 8.3, 10, 12, 15, 16, 17, 18.6 through 18.8, 19, 20, and 21, and any other provision that by its nature should survive, survive termination.
19. Dispute Resolution, Arbitration, and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT IN COURT AND TO PARTICIPATE IN A CLASS ACTION.
19.1 Governing Law
This Agreement is 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.
19.2 Informal Resolution
Before initiating arbitration, the party raising a dispute must send a written notice describing the dispute and the relief sought to the other party (for JobBuddy, to legal@getjobbuddy.com). The parties will negotiate in good faith for at least thirty (30) days to resolve the dispute informally. Only if the dispute is not resolved within that period may arbitration be commenced.
19.3 Binding Arbitration
Subject to Section 19.6, any dispute, controversy, or claim arising out of or relating to this Agreement or the Services, including its formation, interpretation, breach, or termination, will be finally resolved by confidential binding arbitration administered by the ADR Institute of Canada, Inc. (ADRIC) under its Arbitration Rules in effect at the time the arbitration is commenced.
(a) The seat (legal place) of arbitration is Toronto, Ontario. (b) The arbitration will be conducted by a single arbitrator selected in accordance with the ADRIC Rules. (c) The language of the arbitration is English. (d) Each party bears its own legal fees and expenses. Administrative fees and the arbitrator's fees are split equally between the parties, subject to Section 19.3(e). (e) The arbitrator may order a party to reimburse another party's costs and fees (in whole or in part) where the arbitrator finds that a claim, defence, or conduct during the arbitration was frivolous, vexatious, or brought in bad faith. (f) The arbitrator's award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
19.4 Class Action Waiver
THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. If this Section 19.4 is found to be unenforceable as to any particular claim or relief sought, the entirety of Section 19 is severed as to that claim or relief, and the parties agree that the claim or relief will proceed exclusively in the courts identified in Section 19.5.
19.5 Carve-Out for Injunctive Relief
Notwithstanding Sections 19.3 and 19.4, either party may bring an action in a court of competent jurisdiction in Toronto, Ontario seeking interim, preliminary, or permanent injunctive or equitable relief in respect of: (a) any actual or threatened infringement, misappropriation, or violation of intellectual property rights; (b) any breach or threatened breach of confidentiality obligations under Section 12; or (c) any breach or threatened breach of Section 9 (Acceptable Use) where irreparable harm is threatened. The parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto for such actions.
19.6 Small-Claims Option
Either party may alternatively bring an individual claim in the small claims court of the Province of Ontario (or, if outside Ontario, the equivalent court of limited jurisdiction in the Customer's province of residence) in lieu of arbitration, provided the claim remains in that court and is not escalated.
19.7 Limitation Period
Any claim arising out of or relating to this Agreement or the Services must be commenced within one (1) year of the date on which the claim arose, or it is forever barred, except where a longer period is required by applicable law.
20. Changes to These Terms
20.1 Right to Modify
JobBuddy may modify these Terms from time to time.
20.2 Notice
For material changes, JobBuddy will provide at least thirty (30) days' prior notice by email to the Account's primary contact and by in-product banner before the changes take effect. Non-material changes (for example, typographical corrections or clarifications) take effect on posting.
20.3 Acceptance
Continued use of the Services after the effective date of a change constitutes acceptance of the revised Terms. If you do not agree to a change, you must stop using the Services and cancel your Subscription Plan before the change takes effect.
21. General Provisions
21.1 Notices
JobBuddy may give notice to the Customer by email to the Account's primary contact or by in-product notice. The Customer must send notices to JobBuddy by email to legal@getjobbuddy.com, with a copy by registered mail to:
JobBuddy Inc. Attention: Legal 418 Verulam Rd N (Highway 36), Unit C6 Lindsay, Ontario K9V 4R3 Canada
21.2 Assignment
The Customer may not assign this Agreement, by operation of law or otherwise, without JobBuddy's prior written consent, and any attempted assignment without consent is void. JobBuddy may assign this Agreement in connection with a corporate reorganization, merger, acquisition, financing, or sale of all or substantially all of its assets, on notice to the Customer.
21.3 Force Majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, government action, internet or telecommunications failure, or cyber-attacks on a party or a third-party provider.
21.4 Relationship
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship.
21.5 No Third-Party Beneficiaries
This Agreement is for the benefit of the parties only and creates no rights in any third party, except that JobBuddy's affiliates, directors, officers, employees, and agents are intended third-party beneficiaries of Sections 15, 16, and 17.
21.6 Severability
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is limited or reformed only to the extent necessary to make it enforceable while preserving its intent.
21.7 No Waiver
A failure or delay by a party in enforcing any right is not a waiver of that right. Any waiver must be in writing to be effective.
21.8 Language
The parties have requested that these Terms be drafted in English. Les parties aux présentes ont exigé que cette entente soit rédigée en anglais.
21.9 Electronic Signatures and Records
The parties agree that this Agreement and any notices under it may be executed and delivered electronically and in counterparts, each of which is an original and all of which together constitute one agreement.
21.10 Export and Sanctions
The Customer represents that it is not located in, and will not use the Services from, any jurisdiction subject to Canadian economic sanctions, and that it is not listed on any Canadian sanctions or denied-persons list.
22. Contact
Questions about these Terms may be directed to:
JobBuddy Inc. 418 Verulam Rd N (Highway 36), Unit C6 Lindsay, Ontario K9V 4R3, Canada
Legal: legal@getjobbuddy.com Privacy: privacy@getjobbuddy.com Support: help@getjobbuddy.com
These Terms of Service are published by JobBuddy Inc., a corporation incorporated under the laws of Canada.