Terms of Service

These Terms of Service (the "Terms") are a contract between IronLoop Technologies Inc. ("IronLoop", "we", "us") and the company that creates an IronLoop workspace or is provisioned one by us (the "Customer", "you"). They also bind every person the Customer invites into its workspace (a "User"). By creating an account, accepting an invitation, clicking "I agree" or using the Service, you accept these Terms and the Privacy Policy.

If you are accepting on behalf of a company, you confirm you have authority to bind it. If a separate signed order form or master agreement exists between the Customer and IronLoop, that document governs where it conflicts with these Terms.

IronLoop is a multi-company cloud application for equipment, service, inspections, field time, safety, hauling, receiving and related operations, with optional integrations to telematics, accounting and payment providers. Features depend on the Customer's plan. We may improve or change features over time; we will not materially reduce the core functionality of a paid plan during a subscription term without notice.

Each Customer gets its own workspace, reachable at a web address of its choosing (for example company.ironloopcanada.com). Records in a workspace are isolated from every other Customer.

• The Customer appoints at least one Owner who controls the workspace, billing, roles and integrations. Owners, Administrators and Finance roles must use two-step verification.
• Users must keep credentials and recovery codes confidential and must not share accounts. The Customer is responsible for all activity under its Users' accounts and for removing Users who leave.
• TV display codes, API keys, public hauling-form links and subcontractor portal links are Customer credentials; the Customer must revoke them when no longer needed.
• You must notify us promptly of any unauthorised use. We may suspend an account that we reasonably believe is compromised.

The Customer owns all data its Users enter or that its integrations send to the Service ("Customer Data"). IronLoop processes Customer Data only to provide, secure and support the Service, as described in the Privacy Policy. We do not sell Customer Data or use it to train machine-learning models.

The Customer is responsible for having the right to enter Customer Data, including workers' personal information, telematics data and third-party documents, and for the accuracy of records used for payroll, billing, safety or regulatory purposes.

The Customer can export its data at any time. On termination we keep Customer Data for 90 days for export or reactivation, then delete it from live systems; backups roll off within a further 35 days. Audit logs are kept as described in the Privacy Policy.

You may not: use the Service to break the law or infringe anyone's rights; upload malicious code; attempt to access another Customer's workspace or probe our systems; resell the Service without a written reseller agreement; use automated tools to extract data except through the APIs and exports we provide; or use the Service to build a competing product. We may suspend access that threatens the security or integrity of the Service, and will tell you why as soon as practical.

• Plans are described in the app and on ironloopcanada.com. Fees are in Canadian dollars unless an order form says otherwise, plus applicable taxes (GST/HST/PST).
• Trials end on the date shown in the workspace. Unless a plan is chosen, the workspace becomes read-only; data is kept for the retention period in section 4.
• Subscriptions renew automatically each month or year until cancelled. Fees for the next term are charged to the card on file or invoiced as agreed. Plan upgrades take effect immediately and are prorated; downgrades take effect at the next renewal.
• Card payments are processed by Stripe or Helcim under their terms. Machine- and user-based limits are enforced by the plan; exceeding them requires an upgrade.
• If an invoice is more than 15 days overdue we may, after notice, suspend the workspace until it is paid. Fees are non-refundable except where required by law or stated in an order form.
• We may change fees with at least 30 days' notice before your next renewal.

The Customer may connect telematics, ELD, accounting, payment, parts and other providers. Those services are governed by their own terms, and the Customer authorises IronLoop to exchange data with them on its behalf. We are not responsible for the availability or accuracy of third-party data, and a provider's outage or change may affect related features.

IronLoop helps the Customer keep inspection, time, safety, WCB, certification and hauling records. The Service is a tool; it does not provide legal, safety, accounting or tax advice, and the Customer remains responsible for complying with occupational health and safety, employment standards, transportation and tax laws, and for reviewing records before relying on them for payroll, billing, audits or regulatory submissions.

We aim for 99.9% monthly availability of the Service excluding scheduled maintenance announced in the app at least 24 hours ahead, and we publish incident updates to Customer administrators. Support is provided by email and in-app help during business hours in Alberta. Backups run nightly and are retained 35 days; restore drills run monthly. Enterprise plans may include additional service levels in an order form.

Each party will protect the other's confidential information with at least reasonable care and use it only to perform under these Terms. Customer Data is Customer confidential information. Our handling of personal information is described in the Privacy Policy, which forms part of these Terms. Where a Customer needs a data-processing agreement for its own compliance, we will sign one on reasonable terms.

IronLoop and its licensors own the Service, including software, design, documentation and trademarks. The Customer receives a non-exclusive, non-transferable right to use the Service during its subscription. If you give us feedback, we may use it without obligation to you.

We warrant that the Service will perform materially as described in the app documentation and that we will provide it with reasonable skill and care. Except as stated in these Terms and to the extent permitted by law, the Service is provided "as is" and we disclaim all other warranties, including fitness for a particular purpose and non-infringement, and we do not warrant that the Service will be uninterrupted or error-free or that third-party data will be accurate.

To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, arising from these Terms, and each party's total liability for all claims in any 12-month period is limited to the fees paid or payable by the Customer for the Service in that period. These limits do not apply to a party's breach of confidentiality, infringement of the other party's intellectual property, gross negligence or wilful misconduct, or the Customer's payment obligations.

IronLoop will defend the Customer against third-party claims that the Service infringes a Canadian patent, copyright or trademark and pay resulting damages, provided the Customer notifies us promptly and lets us control the defence. The Customer will defend IronLoop against third-party claims arising from Customer Data or the Customer's breach of these Terms or applicable law, on the same conditions.

• These Terms apply while the Customer has a workspace. The Customer may cancel at any time from Settings → Billing; cancellation takes effect at the end of the paid term.
• Either party may terminate for material breach not cured within 30 days of written notice. We may suspend immediately for non-payment after notice, for a security threat, or where required by law.
• On termination the Customer's right to use the Service ends, data is handled as described in section 4, and sections that by their nature should survive (payment, confidentiality, intellectual property, liability, indemnities, governing law) survive.

We may update these Terms. We will post the new version with a new version date and notify Customer administrators by email and in the app at least 30 days before material changes take effect. Continued use after that date is acceptance. If you do not agree, you may cancel before the change takes effect and we will refund any prepaid fees for the unused period.

These Terms are governed by the laws of Alberta and the federal laws of Canada applicable there. The parties will first try in good faith to resolve any dispute between senior representatives within 30 days. Failing that, disputes will be decided by the courts of Alberta, sitting in Edmonton, and each party attorns to their jurisdiction. Nothing prevents either party seeking urgent injunctive relief in any court.

These Terms, the Privacy Policy and any order form are the entire agreement between the parties on their subject. If a term is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets, with notice. Notices to IronLoop go to the support contact shown in the app; notices to the Customer go to its Owners' email addresses. Neither party is liable for delays caused by events beyond its reasonable control. The parties have requested that these Terms be drafted in English. Les parties ont exigé que la présente convention soit rédigée en anglais.