Terms of Service

By creating an account or using the Service, you represent and warrant that you have the legal authority to bind the Customer to these Terms and that the Customer agrees to be bound by them. If you are accepting on behalf of your employer or another organization, you represent that you have the authority to do so. If the Customer does not agree to these Terms, neither the Customer nor its Authorized Users may access or use the Service.

These Terms apply to all access and use of the Service, including any updates, new features, or supplemental services made available by Evalystar from time to time. Evalystar's Privacy Policy is incorporated into these Terms by reference.

The following terms have the meanings set out below when used in these Terms with initial capital letters.

• "Authorized User" means an individual employee, contractor, or collaborator whom the Customer has authorized to access the Service under the Customer's account.
• "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.
• "Customer Data" means all data, content, and information that the Customer or its Authorized Users submit, upload, or otherwise make available through the Service, including vendor evaluation records, site data, and any personal data processed on the Customer's behalf.
• "Documentation" means the technical and user documentation for the Service made available by Evalystar at evalystar.com or within the platform.
• "Evalystar Data" means all data, information, and content that Evalystar makes available through the Service, excluding Customer Data, including aggregate and anonymized usage statistics, platform analytics, and benchmarks derived from the Service.
• "Fees" means all amounts payable by the Customer for access to the Service as set out in the applicable Order Form or Evalystar's then-current pricing page.
• "Order Form" means a written order document or online order entered into between Evalystar and the Customer that specifies the Subscription tier, Fees, and any additional terms applicable to that Customer.
• "Service" means the Evalystar vendor accountability platform, including all software, interfaces, features, and Documentation made available by Evalystar under these Terms.
• "Subscription" means the Customer's right to access and use the Service for the duration of the Subscription Period in accordance with these Terms.
• "Subscription Period" means the period of time for which the Customer has paid Fees, as specified in the applicable Order Form or at the time of purchase.

To access the Service, the Customer must register an account and provide accurate, current, and complete information. The Customer is responsible for maintaining the confidentiality of its account credentials and for all activity that occurs under its account. The Customer must ensure that all Authorized Users comply with these Terms and that the Customer's access rights are not shared with any person who is not an Authorized User.

The Customer must notify Evalystar immediately at legal@evalystar.com upon becoming aware of any unauthorized access to or use of its account or credentials. Evalystar may suspend access to any account that it reasonably suspects has been compromised, is being used in violation of these Terms, or poses a security risk to Evalystar or other customers, and will provide prompt written notice of any such suspension where it is safe to do so.

The Service is provided on a subscription basis. The Customer agrees to pay the Fees applicable to the Subscription tier selected at sign-up or in the applicable Order Form. All Fees are denominated in Canadian dollars (CAD) unless the Order Form expressly states otherwise.

Subscriptions automatically renew at the end of each Subscription Period for a further period equal to the expiring Subscription Period, unless the Customer provides written notice of cancellation at least 30 days before the renewal date. Evalystar reserves the right to change the Fees for any renewal Subscription Period by providing the Customer with at least 60 days' written notice prior to the renewal date. If the Customer does not accept the new Fees, the Customer may cancel before the renewal date as provided above.

Fees are non-refundable except as expressly required by applicable law or as stated in these Terms. If the Customer's account is suspended for breach of these Terms, no refund will be issued for any unused portion of the Subscription Period. Where Evalystar terminates for its own convenience, Evalystar will provide a pro-rated refund for the unused portion of the prepaid Subscription Period.

Payments not received within 30 days of the invoice due date will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until the date of payment in full. If the Customer's account is 14 days past due, Evalystar will provide written notice and, if payment is not received within 14 days of that notice, Evalystar may suspend the Customer's access to the Service until all outstanding amounts are paid in full.

The Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. The Customer and its Authorized Users must not:

• use the Service in violation of any applicable local, provincial, national, or international law or regulation;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
• sublicense, resell, lease, transfer, or otherwise make the Service available to any third party without Evalystar's prior written consent;
• upload, transmit, or introduce any viruses, malware, ransomware, or other malicious or disruptive code or data;
• attempt to gain unauthorized access to the Service, Evalystar's infrastructure, or any other customer's data;
• use the Service to store or transmit Customer Data that infringes, misappropriates, or otherwise violates any third party's intellectual property, privacy, or other rights;
• conduct automated load testing, scraping, crawling, or data harvesting of the Service without Evalystar's prior written approval;
• remove, obscure, or alter any proprietary notices, labels, or branding appearing in or on the Service;
• use the Service to build a competing product or service, or to benchmark the Service for competitive purposes without Evalystar's written consent.

Evalystar reserves the right to investigate suspected violations of these acceptable use obligations and to take any action it deems appropriate, including removal of Customer Data, suspension of access, or termination of the Subscription.

Evalystar's Intellectual Property

Evalystar retains all right, title, and interest in and to the Service and all associated intellectual property, including all software, algorithms, interfaces, designs, Documentation, trademarks, trade names, and any improvements, enhancements, or modifications thereto. Nothing in these Terms transfers ownership of any Evalystar intellectual property to the Customer. Subject to the Customer's compliance with these Terms and timely payment of all Fees, Evalystar grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely during the Subscription Period and solely for the Customer's internal business purposes.

Customer Data

The Customer retains all right, title, and interest in and to Customer Data. The Customer grants Evalystar a limited, non-exclusive, worldwide, royalty-free license to access, store, copy, process, and display Customer Data solely to the extent necessary to provide the Service and as described in the Privacy Policy. Evalystar will not use Customer Data for any purpose beyond delivering and improving the Service for that Customer, and will not use Customer Data to develop competing products or services.

Feedback

If the Customer or any Authorized User provides suggestions, ideas, enhancement requests, or other feedback relating to the Service ("Feedback"), the Customer acknowledges that such Feedback is not confidential and that Evalystar may freely use, incorporate, and exploit any Feedback in any manner and without restriction or any obligation to compensate the Customer.

Evalystar will collect and process personal data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. To the extent Evalystar processes personal data that the Customer uploads or generates in the Service, Evalystar acts as a data processor and the Customer acts as the data controller within the meaning of applicable Canadian privacy legislation, including PIPEDA and, for Alberta-based Customers, Alberta PIPA.

A Data Processing Agreement (DPA) is available from Evalystar upon request and, once executed by both parties, forms part of these Terms. The Customer is solely responsible for ensuring that it has the legal right to submit any personal data to the Service and that doing so complies with applicable privacy law. Evalystar's obligations with respect to Customer Data are limited to those expressly set out in these Terms, the DPA (if executed), and the Privacy Policy.

Each party (the "Receiving Party") acknowledges that in the course of these Terms it may receive Confidential Information from the other party (the "Disclosing Party"). The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to the Receiving Party's employees, contractors, or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those in these Terms; (c) use the Confidential Information only for the purposes contemplated by these Terms; and (d) protect the Confidential Information using the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party at the time of disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party reasonable advance notice to seek a protective order where permitted.

Confidentiality obligations survive termination of these Terms for a period of three years, except with respect to trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law.

The Service may offer integrations or connections with third-party software, services, or platforms (each a "Third-Party Service"). Evalystar makes no representations or warranties regarding the availability, accuracy, reliability, legality, or content of any Third-Party Service. The Customer's use of any Third-Party Service is governed solely by that third party's terms and conditions and privacy policy. Evalystar is not responsible for any loss or damage arising from the Customer's use of, or reliance on, any Third-Party Service. If a Third-Party Service ceases to be available or compatible with the Service, Evalystar will use commercially reasonable efforts to provide notice but has no obligation to replace or maintain such integration.

Evalystar will use commercially reasonable efforts to make the Service available 99.5% of the time, measured on a calendar-month basis, excluding periods of scheduled maintenance. Evalystar will provide at least 48 hours' advance notice of scheduled maintenance via in-app notification or email. Availability is measured at the network edge of Evalystar's infrastructure and excludes outages attributable to factors outside Evalystar's reasonable control, including Customer's internet connectivity, third-party service failures, or force majeure events.

Where Evalystar commits to specific uptime credits or remedies in an applicable Order Form or SLA document, those credits constitute the Customer's sole and exclusive remedy for any failure to meet the availability commitment. In the absence of an express SLA in the Order Form, no financial credit is owed for availability failures.

Evalystar's Warranties

Evalystar warrants that: (a) it has the full right and authority to enter into these Terms and to grant the licenses herein; (b) the Service will materially conform to the then-current Documentation during the Subscription Period; and (c) Evalystar will implement and maintain reasonable administrative, technical, and physical security measures designed to protect Customer Data against unauthorized access, disclosure, or destruction.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. EVALYSTAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

SUBJECT TO THE CARVE-OUTS BELOW, EVALYSTAR'S AGGREGATE LIABILITY TO THE CUSTOMER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER TO EVALYSTAR IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations above do not apply to: (a) death or personal injury caused by a party's negligence; (b) fraud or fraudulent misrepresentation by a party; (c) a party's breach of its confidentiality obligations under Section 8; (d) the Customer's obligation to pay Fees; or (e) either party's indemnification obligations under Section 13. These limitations apply to the fullest extent permitted by the laws of Alberta and Canada.

By the Customer. The Customer will defend, indemnify, and hold harmless Evalystar and its officers, directors, employees, and agents (the "Evalystar Parties") from and against any claims, demands, actions, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) any allegation that Customer Data infringes, misappropriates, or violates any third party's intellectual property, privacy, or other rights; (b) the Customer's or any Authorized User's breach of these Terms; (c) the Customer's or any Authorized User's violation of applicable law; or (d) the misuse of the Service by an Authorized User.

By Evalystar. Evalystar will defend, indemnify, and hold harmless the Customer and its officers, directors, employees, and agents from and against any third-party claim that the Service, as provided by Evalystar and used in accordance with these Terms, infringes a patent, copyright, trademark, or trade secret recognized under Canadian law. This indemnification does not apply to any claim arising from: (a) Customer Data; (b) modifications to the Service made by or on behalf of the Customer; (c) use of the Service in combination with hardware, software, or services not provided or approved by Evalystar; or (d) the Customer's continued use of a version of the Service after Evalystar has made available a non-infringing updated version.

The indemnified party must: (a) give the indemnifying party prompt written notice of the claim; (b) grant the indemnifying party sole control over the defense and settlement of the claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party must not settle any claim in a manner that imposes any obligation, restriction, or liability on the indemnified party without prior written consent.

These Terms commence on the date the Customer first creates an account or accepts these Terms and continue for the initial Subscription Period and any renewals, unless terminated earlier in accordance with this section.

Either party may terminate these Terms for material breach by providing 30 days' written notice to the breaching party specifying the nature of the breach. If the breaching party fails to cure the breach within that 30-day period, the non-breaching party may terminate the Terms effective at the end of the notice period.

Evalystar may terminate these Terms immediately upon written notice if: (a) the Customer becomes insolvent, makes a general assignment for the benefit of creditors, or is the subject of bankruptcy, receivership, or winding-up proceedings; (b) the Customer repeatedly violates the acceptable use provisions of Section 5 after having been notified of a prior violation; or (c) the Customer fails to pay Fees after receiving the notice described in Section 4.

Upon termination or expiry of these Terms for any reason: (a) the Customer's license to access and use the Service ends immediately; (b) the Customer must cease all use of the Service and destroy or return any Evalystar Confidential Information in its possession; and (c) Evalystar will make Customer Data available for export by the Customer for a period of 30 days following the effective date of termination, after which Evalystar may permanently delete Customer Data from its systems, subject to its legal retention obligations. The following sections survive termination: Section 2 (Definitions), Section 6 (Intellectual Property), Section 8 (Confidentiality), Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 16 (Governing Law), and Section 19 (General Provisions).

Evalystar reserves the right to modify these Terms at any time. For changes that are material — meaning changes that adversely affect the Customer's rights or Evalystar's obligations — Evalystar will provide at least 30 days' advance notice by email to the Customer's registered address or via a prominent in-app notification. For non-material clarifications and updates, Evalystar may update the Terms without advance notice and will post the updated version on its website with a revised "Last updated" date.

The Customer's continued use of the Service after the effective date of any material change constitutes the Customer's acceptance of the updated Terms. If the Customer does not accept the updated Terms, it may terminate its Subscription before the effective date of the change by providing written notice to Evalystar in accordance with Section 14. In that case, Evalystar will provide a pro-rated refund for the unused portion of any prepaid Subscription Period.

These Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta for the resolution of any dispute arising out of or related to these Terms or the Service.

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute or claim arising out of or relating to these Terms through good-faith negotiation. A party must provide written notice describing the nature of the dispute and its proposed resolution. The parties will have 30 days from the date of that notice to negotiate in good faith before either party may initiate litigation. This obligation does not prevent either party from seeking emergency injunctive or other equitable relief in a court of competent jurisdiction where necessary to protect its rights.

Evalystar currently operates in Canada. When Evalystar begins offering the Service to customers in the United States, additional terms and notices may apply, including compliance with applicable US federal and state laws such as the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, and applicable state privacy statutes. US Customers' Order Forms may specify alternate or supplementary governing provisions. Evalystar will update these Terms and notify existing Customers at that time.

Neither party will be liable to the other for any delay or failure in performance resulting from causes beyond that party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, governmental actions, changes in applicable law, internet or telecommunications infrastructure outages, power failures, or failures of third-party service providers. The party affected by a force majeure event must provide prompt written notice to the other party and use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Subscription without liability, and Evalystar will provide a pro-rated refund for any prepaid Fees covering the period after the termination date.

Entire Agreement. These Terms, together with any applicable Order Form and the Privacy Policy, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements, representations, warranties, and understandings, whether written or oral, relating to its subject matter.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed to the minimum extent necessary and the remaining provisions will continue in full force and effect.

Waiver. Evalystar's failure to enforce any provision of these Terms on any occasion is not a waiver of its right to enforce that provision on any future occasion. No waiver of any right or remedy will be effective unless made in writing and signed by an authorized representative of the waiving party.

Assignment. The Customer may not assign or transfer these Terms or any of its rights hereunder, in whole or in part, without Evalystar's prior written consent. Any purported assignment without such consent is void. Evalystar may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all of Evalystar's obligations hereunder and the Customer is notified.

Notices. All legal notices to Evalystar must be sent in writing to legal@evalystar.com. Notices sent by email are deemed received on the next business day. Evalystar may send notices to the Customer at the email address associated with the Customer's account.

Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to make any representations, commitments, or obligations on behalf of the other.

Language. The parties have agreed that these Terms and all related documents be drawn up in English. Les parties ont convenu que les présentes conditions et tous les documents connexes soient rédigés en anglais.