Service365 Terms of Service and Software Licence Agreement

Effective November 30, 2026.

This Terms of Service and Software Licence Agreement (this “Agreement”) is entered into between Service365 Inc., an Ontario corporation with its principal place of business at 5501 Walkers Line, Burlington, Ontario, L7M 0P9, Canada (“Service365”, “we”, “us” or “our”), and the business entity that subscribes to or uses the Service (“Customer”, “you” or “your”).

Please read this Agreement carefully. By executing an Order, creating an account, clicking “I Agree”, or accessing or using the Service, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and “Customer” refers to that entity. If you do not have that authority, or you do not agree to this Agreement, you must not access or use the Service.

As of November 30, 2026, this Agreement replaces and supersedes the End-User Licence Agreement dated September 14, 2020 in its entirety, including any restriction in that agreement limiting use of the Service to personal or non-commercial purposes. The Service is licensed for commercial business use as set out in Section 3.

The Service is provided to businesses, not consumers. It is not intended for personal, family or household use.

1. Definitions

In this Agreement, capitalized terms have the meanings given below. Definitions apply equally in the singular and the plural.

• “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity.
• “Aggregated Data” means data and information that is derived from Customer Data and from use of the Service, and that has been aggregated across multiple customers and irreversibly de-identified in accordance with Section 9.
• “Authorized User” means an individual whom Customer permits to access the Service under Customer’s account, including Customer’s employees, technicians, dispatchers, office staff, subcontractors, accountants and other contractors acting for Customer’s benefit.
• “Confidential Information” has the meaning given in Section 10.
• “Customer Data” means all data, records, text, files, images, documents and other content that Customer or its Authorized Users submit to, upload to, generate in, or transmit through the Service, or that the Service generates on Customer’s behalf. Customer Data includes, without limitation: customer and client contact lists and site records; leads, estimates and quotes; work orders, job logs, dispatch and scheduling records, service histories, photographs, notes and sign-offs; parts, materials and inventory records; labour rates, price books, markups, margins and other pricing information; purchase orders and vendor records; invoices, payments, receivables and other financial records; employee and subcontractor records, timesheets, time slices and payroll inputs; and data synchronized to or from Customer’s accounting system.
• “Documentation” means the then-current user guides, help centre articles, and technical documentation that Service365 makes generally available for the Service.
• “Fees” means the subscription fees, usage fees, and any professional services fees payable under an Order.
• “Order” means an order form, quote, online checkout, subscription plan selection, or other ordering document or process by which Customer subscribes to the Service, including any renewal.
• “Personal Information” means information about an identifiable individual, as that term or its equivalent is defined under applicable privacy law, including the Personal Information Protection and Electronic Documents Act (Canada).
• “Service” means the Service365 field service management platform, comprising the hosted web application and dashboard, the Service365 mobile applications, the Documentation, and any application programming interfaces, integrations, updates and support that Service365 makes available under an Order. Functionality includes scheduling and dispatching, quoting and estimating, work order and job management, parts and inventory management, timesheets, invoicing, reporting, and synchronization with third-party accounting systems.
• “Subscription Term” means the initial term of Customer’s subscription as set out in the applicable Order, together with each renewal term.
• “Third-Party Service” means any product, service, application, integration or content provided by a party other than Service365 that Customer elects to use with or connect to the Service, including accounting platforms, payment processors, mapping and telematics providers, supplier catalogues and communication services.

2. The Service, Accounts and Authorized Users

2.1 Provision of the Service

Subject to this Agreement and payment of applicable Fees, Service365 will make the Service available to Customer during the Subscription Term in accordance with this Agreement and the Documentation.

2.2 Accounts

Customer must register an account to use the Service. Customer is responsible for the accuracy and completeness of its account information and for keeping it current.

2.3 Authorized Users and credentials

Customer may permit its Authorized Users to access the Service, subject to any seat, user or usage limits in the applicable Order. Customer is responsible for: (a) all activity occurring under its account and its Authorized Users’ credentials; (b) ensuring each Authorized User complies with this Agreement; and (c) maintaining the confidentiality of all account credentials. Login credentials must not be shared between individuals. Customer must notify Service365 promptly upon becoming aware of any unauthorized access to or use of its account.

2.4 Customer responsibility for its Authorized Users

Any act or omission of an Authorized User that would breach this Agreement if performed by Customer is deemed a breach by Customer.

2.5 Modifications to the Service

Service365 may modify, enhance or discontinue features of the Service from time to time. Service365 will not materially degrade the core functionality of the Service during a paid Subscription Term without providing Customer at least thirty (30) days’ prior notice. Service365 may deploy routine updates, fixes and improvements without notice.

3. Licence Grant and Scope of Use

3.1 Licence grant

Subject to this Agreement, Service365 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Service, and to permit its Authorized Users to access and use the Service, for Customer’s internal business and commercial operations.

3.2 Commercial use is expressly permitted

For the avoidance of doubt, and notwithstanding any prior agreement, the licence granted in Section 3.1 expressly includes use of the Service to operate Customer’s trade-contracting business and to deliver commercial services to Customer’s own clients. This includes quoting, dispatching, performing and documenting work; managing parts, inventory and labour; recording time; invoicing and collecting payment from Customer’s clients; and reporting on and administering Customer’s business. No provision of this Agreement restricts the Service to personal or non-commercial purposes.

3.3 Mobile applications

The licence in Section 3.1 includes the right for Authorized Users to install and use the Service365 mobile applications on devices owned or controlled by Customer or by its Authorized Users, solely to access the Service under Customer’s account. Customer is responsible for all devices, carrier plans and data charges. Customer acknowledges that mobile features may cache data locally for offline use and synchronize when connectivity is restored, and that records created offline are not available in the web application until synchronization completes.

3.4 Licensed, not sold

The Service is licensed and provided as a service, not sold. Except for the limited rights expressly granted in this Section 3, no rights in the Service are granted to Customer.

4. Acceptable Use and Restrictions

4.1 Restrictions

Customer must not, and must not permit any Authorized User or third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, object code, underlying structure, architecture, algorithms or ideas of the Service, except to the limited extent that this restriction is unenforceable under applicable law, including any statutory right of interoperability;
• scrape, crawl, spider, harvest, or use any robot, bot, script or other automated means to extract data from the Service, except through an application programming interface that Service365 makes available and in accordance with its documented rate limits and terms;
• copy, modify, translate, or create derivative works of the Service or the Documentation;
• rent, lease, lend, sell, sublicense, distribute, time-share, or provide the Service to any third party, or operate the Service as a service bureau or on behalf of any person who is not an Authorized User;
• access the Service to build, train or improve a competing or substantially similar product or service, or for competitive analysis or benchmarking intended for publication, without Service365’s prior written consent;
• circumvent or attempt to circumvent any access control, seat limit, usage limit, rate limit, security measure or authentication mechanism of the Service;
• probe, scan or test the vulnerability of the Service, or breach or attempt to breach any security or authentication measure, except under a written authorization from Service365;
• upload or transmit any virus, worm, malware, or other malicious or harmful code, or any material that is unlawful, infringing, defamatory, harassing, or that violates the privacy or rights of any person;
• use the Service in violation of applicable law, or in a manner that interferes with or disrupts the integrity, security or performance of the Service or the data of any other customer;
• remove, obscure or alter any proprietary notice, trademark, or attribution in the Service or the Documentation; or
• submit to the Service any data that Customer is not permitted to disclose, or any category of regulated data that the Service is not designed to handle, including protected health information subject to the Health Insurance Portability and Accountability Act and full payment card numbers, magnetic stripe data or card verification values, unless Service365 has agreed in writing to receive that data.

4.2 Suspension for prohibited use

Service365 may suspend Customer’s or any Authorized User’s access to the Service, in whole or in part, without liability, if Service365 reasonably determines that continued access presents a material security risk, is unlawful, or is causing material harm to the Service or to other customers. Service365 will give Customer notice and, where practicable and consistent with the nature of the risk, an opportunity to cure before suspending, and will restore access promptly once the cause is resolved.

5. Fees, Payment and Taxes

5.1 Fees

Customer will pay all Fees specified in the applicable Order. Except as expressly stated in this Agreement, Fees are non-refundable and payment obligations are non-cancellable once a Subscription Term has begun.

5.2 Invoicing and payment

Unless the Order states otherwise, Fees are invoiced in advance of the applicable billing period and are due on receipt. Customer authorizes Service365 and its payment processor to charge the payment method on file for all Fees when due, including on renewal.

5.3 Usage above committed levels

If Customer’s use of the Service exceeds the seats, users or usage levels in its Order, Service365 may invoice for the excess at the then-current rates for the remainder of the Subscription Term.

5.4 Late payment

Undisputed amounts not paid when due accrue interest at the lesser of one and one-half percent (1.5%) per month (nineteen and fifty-six one-hundredths percent (19.56%) per annum) and the maximum rate permitted by law, from the due date until paid.

5.5 Disputed amounts

If Customer disputes an invoice in good faith, Customer must notify Service365 in writing within thirty (30) days of the invoice date, identifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve the dispute. Customer must pay all undisputed amounts when due. Service365 will not suspend the Service, and will not withhold Customer’s access to export Customer Data, on account of an amount disputed in good faith and in accordance with this Section.

5.6 Suspension for non-payment

If any undisputed amount remains unpaid more than fifteen (15) days after Service365 gives Customer written notice of non-payment, Service365 may suspend the Service until the amount is paid. Suspension does not relieve Customer of its payment obligations, and the Subscription Term continues to run during suspension.

5.7 Renewal and price changes

Unless the Order states otherwise, each Subscription Term renews automatically for a further term of the same length. Either party may elect not to renew by giving written notice at least thirty (30) days before the end of the then-current Subscription Term. Service365 may change Fees effective on renewal by giving Customer at least thirty (30) days’ notice before the end of the then-current Subscription Term. If Customer does not accept the change, Customer may elect not to renew.

5.8 Taxes

Fees are exclusive of all taxes. Customer is responsible for all sales, use, goods and services, harmonized sales, value-added, excise, withholding and similar taxes and duties imposed on the transactions under this Agreement, other than taxes on Service365’s net income. Where Service365 is required to collect such taxes, they will be added to the invoice.

6. Intellectual Property in the Service

6.1 Service365 ownership

Service365 and its licensors own all right, title and interest in and to the Service, including all software, source code, object code, user interfaces, designs, architecture, workflows, templates, Documentation, trademarks, and all intellectual property rights in the foregoing, together with all modifications, enhancements and derivative works of any of them. This Section does not apply to Customer Data, which is addressed in Section 7.

6.2 Feedback

Customer and its Authorized Users may choose to provide suggestions, enhancement requests, bug reports, or other feedback about the Service (“Feedback”). Customer grants Service365 a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate Feedback into the Service without restriction or obligation. Feedback is provided voluntarily, and Customer must not include any Confidential Information or Personal Information in Feedback.

6.3 Reservation of rights

All rights not expressly granted in this Agreement are reserved by Service365 and its licensors.

7. Customer Data: Ownership and Limited Licence

7.1 Customer owns Customer Data

Customer retains one hundred percent (100%) of all right, title and interest in and to all Customer Data, including all intellectual property rights, copyright, database rights, trade secrets and confidential information in it. Nothing in this Agreement transfers, assigns or conveys to Service365 any ownership interest in Customer Data. As between the parties, Customer Data is and remains Customer’s property.

7.2 The data is yours, including the valuable parts

Without limiting Section 7.1, Customer’s ownership expressly extends to its client and contact lists, site and equipment records, work orders and job logs, service histories, labour rates, price books, markups and margins, quotes and estimates, vendor and purchasing records, invoices and financial records, and employee and subcontractor records and timesheets. Service365 claims no ownership of, and asserts no lien or other security interest over, any of it.

7.3 Limited licence to Service365

Customer grants Service365 a limited, non-exclusive, worldwide, royalty-free licence, during the Subscription Term and any post-termination retrieval period under Section 14, to host, store, copy, transmit, display, index, back up, encrypt, process and create technical derivative works of Customer Data solely to the extent necessary to:

• operate, provide and make available the Service to Customer and its Authorized Users;
• maintain, secure, back up and restore the Service and Customer Data;
• provide technical support, troubleshooting and account administration requested by or on behalf of Customer;
• perform the integrations and data exchanges that Customer configures under Section 12;
• prevent or address fraud, abuse, security incidents or technical problems; and
• comply with applicable law and with Section 9 of this Agreement.

7.4 No other use

Service365 will not access, use, process or disclose Customer Data for any purpose other than those set out in Section 7.3 and Section 9. In particular, Service365 will not use Customer Data to market to Customer’s clients, to solicit Customer’s clients or employees, or to compete with Customer.

7.5 Personnel access

Service365 limits access to Customer Data to those of its personnel and authorized service providers who require access to perform the purposes in Section 7.3, and binds them to written confidentiality obligations no less protective than those in this Agreement.

7.6 Customer responsibilities for Customer Data

Customer represents and warrants that it has all rights, consents and lawful authority necessary to submit Customer Data to the Service and to grant the licence in Section 7.3, including with respect to Personal Information about Customer’s own clients, employees and subcontractors. Customer is responsible for the accuracy, quality and legality of Customer Data and for the means by which it acquired Customer Data.

7.7 Service outputs are Customer’s to use

Reports, invoices, quotes, work orders, timesheets and other documents that Customer generates using the Service are Customer Data. Customer may use, print, distribute and provide them to its clients, accountants, auditors, insurers and advisors without restriction under this Agreement.

8. No Sale of Customer Data

8.1 The commitment

Service365 will never sell, rent, lease, licence, broker, trade, barter, or otherwise disclose Customer Data to any third party in exchange for money or other consideration. Service365 does not operate a data brokerage, does not participate in any data exchange or data marketplace, and does not and will not treat Customer Data as a revenue source.

8.2 No advertising use

Service365 will not disclose Customer Data to any advertiser, advertising network, data broker, list broker, marketing platform, or lead-generation service. Service365 will not use Customer Data to target advertising to Customer, to Customer’s clients, or to any other person, and will not permit any third party to do so.

8.3 No sale of client lists or contractor records

Without limiting Sections 8.1 and 8.2, Service365 will not sell or otherwise make available to any third party, for consideration or otherwise, Customer’s client or contact lists, Customer’s pricing or rate information, Customer’s job or revenue records, Customer’s employee records, or any other proprietary contractor record, whether individually, in bulk, or as part of any compiled dataset.

8.4 Permitted disclosures

Sections 8.1 to 8.3 do not prohibit the following, none of which constitutes a sale of Customer Data:

• Service providers. Disclosure to Service365’s authorized service providers and sub-processors (such as cloud hosting, data storage, email delivery, error monitoring and customer support tooling) strictly to perform the purposes in Section 7.3, where each is bound by written obligations that are no less protective than this Section 8 and is prohibited from using Customer Data for its own purposes.
• Customer direction. Disclosure that Customer or its Authorized User directs or configures, including to a Third-Party Service that Customer connects under Section 12, or to a recipient Customer designates.
• Legal compulsion. Disclosure required by applicable law, subpoena, warrant, court order or other valid legal process, or to establish or exercise legal rights or defend against legal claims. Where Service365 is legally permitted to do so, it will give Customer prior notice sufficient to allow Customer to seek a protective order or other remedy, will disclose only the minimum required, and will seek confidential treatment of the disclosure.
• Aggregated Data. Use and disclosure of Aggregated Data in accordance with Section 9. Aggregated Data is not Customer Data.
• Business transfer. A transfer that complies in full with Section 8.5.

8.5 Business transfer clause

If Service365 is involved in a merger, amalgamation, acquisition, reorganization, change of control, equity or debt financing, or a sale of all or substantially all of its assets or of the business line to which the Service belongs, Customer Data may be transferred to the successor or acquiring entity only if all of the following conditions are satisfied:

• the successor entity agrees in writing, before or concurrently with the transfer, to assume and be bound by this Agreement, including this Section 8, Section 7 and Section 9, on terms no less protective of Customer Data than those in this Agreement;
• the Customer Data continues to be used only for the purposes permitted by Section 7.3, and the successor entity does not acquire any ownership interest in Customer Data;
• Service365 or the successor entity gives Customer notice of the transfer within a reasonable period and, in any event, no later than thirty (30) days after it takes effect; and
• Customer may terminate this Agreement under Section 14.3 if it does not wish its Customer Data to remain with the successor entity, and on that termination Customer retains its full export rights under Section 15.

8.6 Customer Data is never a standalone asset

Customer Data may never be sold, assigned, transferred, pledged or otherwise disposed of as a standalone asset, separately from the operating business of the Service, and may never be the principal subject of a transaction. This restriction applies to any transaction whose purpose or effect is the monetization or transfer of data apart from the continuing operation of the Service, and applies equally in any insolvency, bankruptcy, receivership, restructuring or liquidation proceeding, in which Service365 will use all rights available to it to ensure that Customer Data is either transferred subject to the conditions in Section 8.5 or returned to Customer and deleted.

8.7 This commitment has teeth

Customer acknowledges that Sections 8.1 to 8.6 are a material inducement to enter into this Agreement. A breach of this Section 8 by Service365 is excluded from the limitation of liability cap in Section 18.3, and Customer is entitled to seek injunctive relief in addition to any other remedy.

9. Aggregated and De-identified Data

9.1 Grant of rights

Customer grants Service365 a non-exclusive, worldwide, royalty-free, perpetual right to aggregate, anonymize and de-identify Customer Data and data about use of the Service, and to compile, analyze, use, publish and disclose the resulting Aggregated Data, for the purposes set out in Section 9.2 and subject to the safeguards in Section 9.3.

9.2 Permitted purposes

Service365 may use Aggregated Data to:

• produce industry benchmark and trend metrics for the trades, such as average billed hourly rates, average job cost relative to revenue by trade and job type, average quote-to-close rates, average time to invoice, average first-time fix rates, technician utilization, and regional trends in parts and materials pricing;
• make benchmarking features available inside the Service so that Customer can compare its own performance against industry or regional norms;
• publish industry reports, market research, white papers and educational content;
• operate, monitor, secure, troubleshoot and improve the Service, including capacity planning and quality assurance; and
• develop new features and product offerings.

9.3 Safeguards

Service365’s rights under this Section 9 are subject to all of the following, each of which is a binding obligation of Service365:

• Irreversible de-identification. Aggregated Data must be irreversibly de-identified and stripped of all Personal Information and all direct and indirect identifiers, including individual and business names, contact names, email addresses, telephone numbers, street addresses, account numbers, user identifiers, device identifiers, licence and permit numbers, and free-text notes capable of identifying a person or business.
• No identification of any contractor. Aggregated Data must not identify, and must not permit any recipient to identify or reasonably infer the identity of, Customer, any other customer of Service365, any Authorized User, or any client, employee or subcontractor of Customer.
• No client names. Aggregated Data must not disclose the identity of any of Customer’s clients or the details of any individual job performed for an identifiable client.
• No confidential pricing. Aggregated Data must not disclose Customer’s specific price book, labour rates, markups, margins, discounts, vendor pricing or contract terms, whether directly or by a level of granularity from which they could be derived.
• Minimum aggregation threshold. No metric may be published or made available to any third party unless it is derived from the data of at least ten (10) distinct customers, and no single customer contributes more than twenty-five percent (25%) of the underlying data for that metric. Where a geographic, trade or size segment is too small to meet this threshold, the segment must be combined with others or withheld.
• No re-identification. Service365 will not attempt to re-identify Aggregated Data, and will contractually prohibit any recipient of Aggregated Data from attempting to do so or from combining it with other data for that purpose.
• Not a workaround. This Section 9 does not authorize any disclosure of raw, record-level or Customer-identifiable data, and does not limit Section 8. If any use would require disclosure of Customer Data rather than Aggregated Data, Section 8 governs and prohibits it.

9.4 Ownership of Aggregated Data

Aggregated Data, and any report, model, index or insight created from it, is owned by Service365. Aggregated Data is not Customer Data. Because it contains no Personal Information and no information identifying Customer, Service365’s use of Aggregated Data survives termination of this Agreement.

9.5 Opt-out

Customer may opt out of contributing to externally published benchmark metrics by giving Service365 written notice. Following an opt-out, Service365 will exclude Customer’s data from newly generated Aggregated Data used in externally published reports, and will not be required to recompute or withdraw metrics already published. An opt-out does not limit Service365’s use of Aggregated Data to operate, secure, troubleshoot and improve the Service, and Customer may lose access to in-product benchmarking features while opted out.

10. Confidentiality

10.1 Definition

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable business person would understand to be confidential in the circumstances. Customer Data is Customer’s Confidential Information. The Service, the Documentation, and Service365’s non-public pricing, roadmap and technical information are Service365’s Confidential Information.

10.2 Obligations

The Recipient will: (a) protect the Discloser’s Confidential Information using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; (b) not use it except as necessary to perform this Agreement; and (c) not disclose it except to its personnel, Affiliates, and professional advisors who need it to perform this Agreement and who are bound by confidentiality obligations no less protective than this Section 10. The Recipient is responsible for any breach by those persons.

10.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without confidentiality obligation before disclosure; (c) is rightfully received from a third party without confidentiality obligation; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

10.4 Compelled disclosure

The Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided that, where legally permitted, it gives the Discloser prompt prior notice and reasonable assistance to allow the Discloser to seek a protective order, and discloses only the minimum required.

10.5 Equitable relief

The parties agree that a breach of this Section 10 may cause harm for which monetary damages are an inadequate remedy, and that the Discloser is entitled to seek injunctive or other equitable relief without the requirement to post a bond.

11. Privacy, Security and Data Handling

11.1 Privacy Policy

Service365’s collection and use of Personal Information is described in the Service365 Privacy Policy, available at service365.com/privacy-policy, which is incorporated into this Agreement by reference. In the event of a conflict between the Privacy Policy and Sections 7, 8 or 9 of this Agreement in respect of Customer Data, this Agreement governs.

11.2 Roles of the parties

As between the parties, Customer determines the purposes and means of processing Personal Information contained in Customer Data, and Service365 processes that Personal Information on Customer’s behalf and on Customer’s instructions in accordance with Section 7.3. Customer is responsible for providing any notice to, and obtaining any consent from, the individuals whose Personal Information it submits to the Service, as required by applicable privacy law.

11.3 Security measures

Service365 will implement and maintain commercially reasonable technical, administrative, physical and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, loss and disclosure. These measures include encryption of Customer Data in transit and at rest, role-based access controls, logical separation of customer environments, authentication controls, logging and monitoring, regular backups, and personnel confidentiality obligations and security training.

11.4 Sub-processors

Service365 may engage sub-processors to process Customer Data in support of the Service. Service365 remains responsible for its sub-processors’ performance of the obligations in this Agreement, and will impose on each sub-processor written obligations no less protective than Sections 7, 8, 10 and 11. Service365 will make available, on request, a current list of sub-processors that have access to Customer Data.

11.5 Security incident notification

If Service365 becomes aware of a confirmed breach of security leading to the unauthorized access, acquisition, disclosure, alteration or loss of Customer Data, Service365 will notify Customer without undue delay and, in any event, within seventy-two (72) hours of confirming the incident. The notice will describe, to the extent known, the nature of the incident, the categories of Customer Data affected, the measures taken or proposed, and a contact for further information. Service365 will provide reasonable cooperation to assist Customer in meeting its own notification obligations under applicable law.

11.6 Data location

Customer Data is hosted in data centres located in Canada or the United States. Service365 will give Customer notice before materially changing the country in which Customer Data is hosted. Customer acknowledges that data hosted in a jurisdiction may be subject to the laws of that jurisdiction.

11.7 Backups

Service365 performs regular backups of Customer Data as part of the Service. Backups are a disaster-recovery measure for the Service as a whole and are not a substitute for Customer’s own records retention. Customer is responsible for maintaining its own copies of records it is required to retain, and Section 15 gives Customer the means to obtain them.

12. Third-Party Services and Integrations

12.1 Customer-initiated integrations

The Service can connect to Third-Party Services, including accounting platforms, payment processors, supplier catalogues, mapping and communication providers. If Customer enables an integration, Customer authorizes Service365 to access, transmit and exchange Customer Data with that Third-Party Service as necessary to operate the integration.

12.2 Third-Party Services are not part of the Service

Third-Party Services are governed by their own terms and privacy policies, are not licensed under this Agreement, and are not Service365’s responsibility. Service365 makes no representation or warranty about any Third-Party Service, including its availability, accuracy, security or continued interoperability with the Service. Once Customer Data is transmitted to a Third-Party Service at Customer’s direction, its handling is governed by that provider’s terms, and Sections 8 and 11 of this Agreement no longer apply to it.

12.3 Changes by third parties

A Third-Party Service may change, deprecate or discontinue its interfaces at any time. If that occurs, an integration may stop working, and Service365 may modify or discontinue the integration. This does not constitute a material degradation of the Service under Section 2.5 or a breach of this Agreement.

12.4 Accounting, tax and payroll accuracy

The Service assists Customer in preparing quotes, invoices, timesheets, payroll inputs and reports, and in synchronizing them with Customer’s accounting system. Service365 does not provide accounting, bookkeeping, tax, payroll, employment-standards, insurance or legal advice. Customer is solely responsible for the accuracy and legal compliance of its invoices, tax calculations and remittances, wage and overtime calculations, employment records, and financial statements, and should have them reviewed by its own qualified professionals.

13. Warranties and Disclaimers

13.1 Limited warranty

Service365 warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and Service365’s entire liability, for breach of this warranty is for Service365 to use commercially reasonable efforts to correct the non-conformity and, if Service365 is unable to do so within a reasonable period after Customer’s written notice, for Customer to terminate the affected subscription and receive a refund of prepaid Fees covering the remainder of the then-current Subscription Term.

13.2 Mutual warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it will comply with all laws applicable to its performance under this Agreement.

13.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTIONS 13.1 AND 13.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND SERVICE365, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

13.4 Specific disclaimers

Without limiting Section 13.3, Service365 does not warrant that: (a) the Service will be uninterrupted, timely, secure or error-free; (b) the Service will meet Customer’s requirements or achieve any particular business result; (c) all errors or defects can or will be corrected; (d) the Service will be compatible with, or continue to interoperate with, any particular device, operating system, browser or Third-Party Service; (e) any Third-Party Service or integration will remain available; (f) data synchronization with any accounting system will be complete or free of error; (g) mobile or offline functionality will be available in any given location or network condition; or (h) any benchmark, estimate, forecast, report or analytic produced by the Service is accurate, complete or suitable for reliance in making business, pricing, tax or employment decisions. Customer is responsible for exercising its own professional judgment.

13.5 Non-excludable rights

Some jurisdictions do not permit the exclusion of certain warranties or conditions, or limits on statutory rights. If applicable law prohibits an exclusion or limitation in this Section 13 or in Section 18, that exclusion or limitation applies to the greatest extent permitted by that law, and the remainder of this Agreement continues in full force.

14. Term, Termination and Suspension

14.1 Term

This Agreement takes effect on the earlier of the date Customer first accesses the Service and the effective date of Customer’s first Order, and continues until all Subscription Terms have expired or been terminated in accordance with this Section 14.

14.2 Termination for cause

Either party may terminate this Agreement, or any affected Order, on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it. Service365’s right to suspend for non-payment under Section 5.6 is in addition to, and not in place of, this right.

14.3 Termination by Customer

Customer may terminate this Agreement:

• effective at the end of the then-current Subscription Term, by giving notice of non-renewal in accordance with Section 5.7;
• at any time for convenience, effective immediately, in which case Customer’s access ends and prepaid Fees for the remainder of the then-current Subscription Term are not refundable except as expressly provided in this Agreement;
• on thirty (30) days’ written notice following a business transfer described in Section 8.5, if Customer does not wish its Customer Data to remain with the successor entity, in which case Service365 or the successor entity will refund prepaid Fees covering the remainder of the then-current Subscription Term on a pro-rata basis; and
• on thirty (30) days’ written notice if Service365 makes a change to this Agreement under Section 20 that Customer does not accept and that materially and adversely affects Customer, in which case prepaid Fees for the remainder of the then-current Subscription Term are refunded on a pro-rata basis.

14.4 Termination or suspension by Service365

Service365 may terminate this Agreement for cause under Section 14.2, may elect not to renew under Section 5.7, and may suspend the Service under Section 4.2 or Section 5.6. Service365 may also terminate immediately if Customer becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed over its assets, to the extent permitted by applicable insolvency law.

14.5 Effect of termination

On expiry or termination: (a) all licences granted to Customer under Section 3 end and Customer and its Authorized Users must cease accessing the Service; (b) all Fees accrued or payable before the effective date of termination become immediately due; (c) Customer’s rights under Section 15 apply; and (d) each party will, on request and subject to Section 15, return or destroy the other party’s Confidential Information in its possession, other than copies retained in routine backups or as required by law, which remain subject to Section 10.

14.6 Survival

Sections 1, 4.1, 6, 7.1, 7.2, 8, 9, 10, 13.3, 13.4, 15, 16, 17, 18, 19 and 21, and any accrued payment obligations, survive expiry or termination of this Agreement.

15. Data Export, Retrieval and Deletion

15.1 Export during the term

At any time during the Subscription Term, Customer may export its Customer Data from the Service in a machine-readable format such as CSV, XLSX, PDF or JSON, using the export and reporting features of the Service, at no additional charge.

15.2 Retrieval after termination

For a period of sixty (60) days after expiry or termination of this Agreement for any reason (the “Retrieval Period”), Service365 will maintain Customer Data and will provide Customer with a means to access and export it in a machine-readable format. Service365 will not condition Customer’s exercise of this right on payment of any amount disputed in good faith under Section 5.5, on Customer waiving any claim, or on Customer providing a reason for termination.

15.3 Assisted export

If Customer requires a bulk export, a database extract, or a format that the standard export features do not produce, Service365 will provide reasonable assistance during the Retrieval Period. Service365 may charge its then-current professional services rates for assistance that requires significant engineering effort, and will give Customer an estimate before starting the work.

15.4 Deletion

After the Retrieval Period ends, Service365 will delete Customer Data from its production systems within thirty (30) days, and from its routine backups in accordance with its backup rotation schedule, which does not exceed ninety (90) days. Service365 may retain Customer Data for longer only to the extent required by applicable law or to resolve an active legal claim, and any data so retained remains subject to Sections 8, 10 and 11 for as long as it is retained. On written request, Service365 will confirm the deletion in writing.

15.5 Deletion on request

Customer may request deletion of Customer Data before the end of the Retrieval Period, in which case Service365 will delete it in accordance with Section 15.4 and Customer waives further retrieval rights for the deleted data.

16. Indemnification by Customer

Customer will defend, indemnify and hold harmless Service365 and its Affiliates, and their respective directors, officers, employees and agents, from and against any third-party claim, demand, action or proceeding, and all resulting damages, liabilities, settlements, fines, penalties, and reasonable legal fees, arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of a third party, or that Customer lacked the rights or consents required by Section 7.6; (b) Customer’s or any Authorized User’s use of the Service in breach of Section 4.1 or in violation of applicable law; (c) any claim by a client, employee or subcontractor of Customer relating to work performed by Customer, to an invoice, quote, timesheet or payroll amount produced using the Service, or to Customer’s employment or business practices; or (d) any Third-Party Service that Customer elects to use.

17. Indemnification by Service365

17.1 Intellectual property indemnity

Service365 will defend, indemnify and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by Service365 and used in accordance with this Agreement, infringes or misappropriates that third party’s patent, copyright, trademark or trade secret rights, and will pay damages finally awarded or amounts agreed in settlement.

17.2 Exclusions

Service365 has no obligation under Section 17.1 to the extent a claim arises from: (a) Customer Data; (b) modification of the Service by anyone other than Service365; (c) combination or use of the Service with any Third-Party Service, hardware, software or data not provided by Service365, where the claim would not have arisen but for that combination; (d) use of the Service in breach of this Agreement or after Service365 has notified Customer to cease a particular use; or (e) use of a version of the Service other than the most current version made available to Customer.

17.3 Remedies

If the Service becomes, or in Service365’s reasonable opinion is likely to become, the subject of a claim under Section 17.1, Service365 may at its option: (a) procure the right for Customer to continue using the Service; (b) modify or replace the Service so it is non-infringing while materially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected subscription on notice and refund prepaid Fees covering the remainder of the then-current Subscription Term. This Section 17 states Service365’s entire liability and Customer’s exclusive remedy for any claim of infringement.

17.4 Indemnification procedure

The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim, provided that a delay relieves the indemnifying party only to the extent it is prejudiced by the delay; (b) give the indemnifying party sole control of the defence and settlement, except that the indemnifying party may not settle in a way that imposes a non-monetary obligation or an admission of liability on the indemnified party without its consent; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defence at its own expense with counsel of its choosing.

18. Limitation of Liability

18.1 Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR SERVICE365’S AFFILIATES, LICENSORS OR SERVICE PROVIDERS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18.2 Loss of data

Subject to Section 18.4, and without limiting Service365’s obligations under Sections 8, 11 and 15, Service365 is not liable for loss or corruption of Customer Data to the extent Customer could have avoided the loss by exercising its export rights under Section 15.1 and maintaining its own copies of records it is required to retain.

18.3 Aggregate cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 18.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SERVICE365 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THIS LIMIT.

18.4 Exclusions from the cap

The limitation in Section 18.3 does not apply to: (a) Customer’s obligation to pay Fees due under this Agreement; (b) Service365’s breach of Section 8 (No Sale of Customer Data); (c) either party’s indemnification obligations under Sections 16 and 17; (d) a party’s fraud, fraudulent misrepresentation, gross negligence or wilful misconduct; (e) death or personal injury caused by a party’s negligence; or (f) any liability that cannot be limited or excluded under applicable law.

18.5 Allocation of risk

The parties agree that the limitations and exclusions in Sections 13 and 18 are a fundamental basis of the bargain between them and reflect an agreed allocation of risk that is reflected in the Fees. They apply even if a limited remedy fails of its essential purpose.

19. Governing Law and Dispute Resolution

19.1 Governing law

This Agreement, and any dispute arising out of or relating to it or to the Service, is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in that Province, without regard to any conflict of laws rule that would apply the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Good faith resolution

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute by escalating it to a senior representative of each party, who will confer within thirty (30) days of a written request. This Section does not prevent either party from seeking injunctive or other equitable relief at any time.

19.3 Jurisdiction and venue

The courts of the Province of Ontario, sitting in the City of Toronto or in the Regional Municipality of Halton, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party irrevocably attorns to the jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

19.4 Waiver of jury trial and class actions

To the maximum extent permitted by applicable law, each party waives any right to a trial by jury and agrees that any dispute will be brought only in that party’s individual capacity, and not as a plaintiff, class member or representative in any purported class, collective, consolidated or representative proceeding. This Section applies only to the extent enforceable under the law of the jurisdiction in which a claim is brought.

19.5 Limitation period

To the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within two (2) years after the claim arose, failing which it is permanently barred.

19.6 Language

The parties have expressly agreed that this Agreement and all related documents be drawn up in the English language. Les parties ont expressément convenu que la présente entente et tous les documents s’y rattachant soient rédigés en anglais.

20. Changes to this Agreement

20.1 Amendments by Service365

Service365 may update this Agreement from time to time. Service365 will post the updated Agreement with a revised “Last updated” date and, for any change that materially and adversely affects Customer, will give Customer at least thirty (30) days’ notice before the change takes effect, by email to Customer’s account contact or by notice in the Service.

20.2 Effect

Changes take effect at the end of the notice period, or immediately if the change is not material or adverse to Customer, or is required by law. Customer’s continued use of the Service after a change takes effect constitutes acceptance of the updated Agreement. If Customer does not accept a material and adverse change, Customer may terminate under Section 14.3.

20.3 Changes affecting data commitments

Notwithstanding Sections 20.1 and 20.2, Service365 will not apply any amendment that reduces Customer’s rights under Section 7 (Customer Data ownership), Section 8 (No Sale of Customer Data) or the safeguards in Section 9.3 to Customer during the then-current Subscription Term without Customer’s express written consent.

20.4 Negotiated agreements

If Customer and Service365 have signed a separate written agreement or Order that expressly addresses a matter covered by this Agreement, that signed document governs to the extent of any conflict, and Service365 may not unilaterally amend it under this Section 20.

21. General Provisions

21.1 Entire agreement and order of precedence

This Agreement, together with the Service365 Terms and Conditions (which are incorporated into this Agreement by reference), the Privacy Policy and any Order, is the entire agreement between the parties regarding the Service, and supersedes all prior and contemporaneous agreements, proposals and representations, written or oral, including the End-User Licence Agreement dated September 14, 2020 and the Terms and Conditions dated May 14, 2026. In the event of a conflict, the order of precedence is: (a) a signed written agreement between the parties; (b) an Order; (c) this Agreement; (d) the Terms and Conditions; (e) the Privacy Policy; and (f) the Documentation. No term in a Customer purchase order or vendor portal has any effect, and any such term is expressly rejected.

21.2 Assignment

Customer may not assign this Agreement without Service365’s prior written consent, except that Customer may assign it in its entirety, on notice to Service365, to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets, provided the successor is not a competitor of Service365 and assumes this Agreement in writing. Service365 may assign this Agreement in connection with a transaction described in Section 8.5, subject to the conditions in that Section. Any purported assignment in breach of this Section is void.

21.3 Force majeure

Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, severe weather, fire, flood, epidemic, war, civil unrest, act of terrorism, labour disruption, government action, failure of a public utility or telecommunications provider, widespread internet or cloud infrastructure outage, or malicious third-party attack, provided the affected party gives notice and uses reasonable efforts to resume performance.

21.4 Notices

Notices to Service365 must be sent to Service365 Inc., 5501 Walkers Line, Burlington, Ontario, L7M 0P9, Canada, with a copy by email to support@service365.com. Notices to Customer may be sent to the email address or postal address on Customer’s account, or delivered in the Service. Notice is effective on delivery, or on the next business day if sent by email after 5:00 p.m. local time at the recipient’s address.

21.5 Publicity

Service365 may identify Customer as a customer, and use Customer’s name and logo, on its website and in sales materials. Service365 will stop doing so within a reasonable period after Customer’s written request. Any other use of Customer’s name, logo, testimonial or case study requires Customer’s prior written consent.

21.6 Relationship of the parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise or employment relationship, and neither party may bind the other.

21.7 No third-party beneficiaries

This Agreement is for the benefit of the parties only. It confers no rights on any third party, including any Authorized User or client of Customer.

21.8 Severability

If any provision of this Agreement is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent, or if that is not possible, severed. The remaining provisions continue in full force and effect.

21.9 Waiver

No failure or delay in exercising a right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by the waiving party, and a waiver of one breach is not a waiver of any subsequent breach.

21.10 Export controls and sanctions

Customer represents and warrants that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions under Canadian or United States law, and are not listed on any Canadian or United States list of sanctioned, restricted or denied parties. Customer will not export, re-export or make the Service available in violation of applicable export control or sanctions law.

21.11 Anti-corruption

Neither party will offer, promise or give any bribe, kickback or improper payment in connection with this Agreement, and each party will comply with the Corruption of Foreign Public Officials Act (Canada) and other applicable anti-corruption laws.

21.12 Electronic signature and records

The parties consent to the use of electronic records and electronic signatures, and agree that clicking “I Agree”, executing an Order electronically, or accessing the Service constitutes a valid and binding signature and acceptance of this Agreement.

21.13 Headings and interpretation

Headings are for convenience only and do not affect interpretation. “Including” and “includes” mean including without limitation. References to a Section are references to a Section of this Agreement. All currency amounts are in Canadian dollars unless the Order states otherwise.

21.14 Counterparts

Any Order may be executed in counterparts, each of which is an original and all of which together constitute one agreement.

22. How to Contact Us

If you have questions about this Agreement, or wish to exercise any right under it, you can reach us:

• General:info@service365.com
• Legal notices, privacy and data requests:support@service365.com
• By mail: Service365 Inc., 5501 Walkers Line, Burlington, Ontario, L7M 0P9, Canada