Terms of Service

The Services are accessible via https://www.toolswift.ca/ or through ToolSwift-managed digital properties (collectively, the "Services""). ToolSwift provides a licensed, customized portal ("Portal") branded as "Powered by ToolSwift", hosted on AWS or a comparable provider.

The Services are owned and operated by ToolSwift Inc. as identified in the applicable SLA ("Company", "we", "us") and "You" includes terms such as "your" and "yourself".

By accessing or using the Services, you represent that you are at least 18 years old and legally capable of entering into a binding agreement. If acting on behalf of an organization, you confirm that you have authority to bind that entity.

You agree to these Terms and to our Privacy Policy located at https://trust.toolswift.ca/privacy.

We may add to, discontinue, or revise these Terms or the Order Form or any aspect, mode, design, or service provided under the Services pursuant to applicable privacy legislation and regulations under the Consumer Protection Act (Ontario), which include but are not limited to:

• Scope of the features of the Services and Portal
• Timing of the features of the Services and Portal
• Software/hardware required for access to the Services and Portal
• Geographic locations or jurisdictions in which certain features may be available

Material amendments will be communicated at least thirty (30) days in advance. Continued use of the Services after the effective date constitutes acceptance.

ToolSwift shall use commercially reasonable efforts to deliver the Portal in accordance with the SLA. Upon notice of readiness, you shall have ten (10) days to test the Portal and report defects.

Acceptance occurs upon written confirmation, failure to report defects within ten (10) days, or commercial use for thirty (30) days.

Fees are specified in the SLA. Unless otherwise stated, invoices are payable within thirty (30) days. Late payments incur interest at 6% annually or the maximum permitted by law.

All fees are exclusive of applicable taxes, duties, and transaction costs.

ToolSwift may suspend Services for non-payment, material breach, or cessation of business. Suspension does not relieve payment obligations.

Either party may terminate in accordance with the SLA. ToolSwift may immediately terminate for breach or legal requirement.

Upon termination, access is revoked and data may be deleted after thirty (30) days.

You agree to use the Services lawfully and not misuse access, engage in prohibited conduct, or infringe intellectual property.

Accounts may not be created by competitors. Automated scraping, impersonation, or unauthorized access is prohibited.

Your privacy is very important to us. Please review our Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and business financial information collected for the purposes of the features offered through the Services, Website or Company's products.

You shall maintain accurate monthly sales records and provide them to ToolSwift upon reasonable request.

The Portal may integrate with third-party services, including payment processors and electronic signature tools. These integrations are provided for convenience only and do not constitute an endorsement or warranty by the Company. The Company is not responsible for the availability, security, accuracy, performance, or legal compliance of any third-party service.

Your use of third-party services is subject to their separate terms and conditions. You and your end-customers are solely responsible for verifying the legality, enforceability, and security of any transactions conducted through such services, and you agree to release and hold the Company harmless from any liability arising from their use.

The Company owns all rights to the Services, Platform, Portal, software, trademarks, and related intellectual property, excluding User Data. All rights not expressly granted are reserved.

License to Use Portal

• You are granted a limited, non-exclusive, non-transferable, and revocable license to use the Portal in accordance with these Terms and your SLA
• This license is conditional on full payment and automatically terminates upon breach or termination
• You may not copy, modify, distribute, reverse engineer, or create derivative works from the Services without written consent

Feedback

Any feedback you provide may be used by the Company without restriction. You irrevocably assign all rights in such feedback to the Company on a royalty-free basis.

Trademarks

All Company trademarks, logos, and brand features remain the exclusive property of the Company. No rights to use Company branding are granted unless expressly permitted.

User Data

• You retain ownership of all data you submit to the Services ("User Data")
• You are solely responsible for User Data and agree to indemnify the Company against claims arising from its use or ownership
• You grant the Company a limited, royalty-free license to use your name, logo, and trademarks solely to perform the Services
• This license may be revoked and terminates at the end of the Order Form term
• User Data may be transmitted and processed across networks as required to operate the Services
• You may request a copy of your User Data within thirty (30) days of termination. After this period, User Data may be permanently deleted

The Company makes no warranties regarding your products offered through the Portal. The Services and Portal are provided "as is" and "as available," without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation.

The Company does not guarantee the accuracy, completeness, or reliability of any content, User Data, ratings, reviews, or third-party materials made available through the Portal, nor does it endorse any such content.

The Services may be unavailable from time to time due to maintenance, outages, or circumstances beyond the Company's control. The Company is not responsible for downtime, data loss, transmission errors, unauthorized access, or damage to devices resulting from use of or downloads from the Services.

The Company does not monitor or assume liability for user-generated or unlawful content. Any User Data directed to an organization's account is used at the User's own risk, and the Company is not responsible for misuse or misdirection of such data.

To the maximum extent permitted by law, you release and hold harmless the Company and its affiliates, directors, officers, employees, agents, vendors, and service providers from any and all claims, damages, losses, liabilities, costs, or expenses arising from or related to your use of the Services or Portal, including indirect, incidental, consequential, special, or exemplary damages, loss of profits, data loss, downtime, payment failures, unauthorized access, third-party services, or user-generated content, even if foreseeable or advised of the possibility.

If the Company is found liable for any damages, its total aggregate liability shall not exceed the fees paid by you for the Services in the six (6) months preceding the claim.

You agree to indemnify ToolSwift against claims arising from misuse of the Services or breach of these Terms.

Data is retained while the account is active and for thirty (30) days thereafter, subject to backup and disaster recovery policies.

Either party may terminate these terms at any time. Upon termination, your right to use our services will immediately cease.

• You may cancel your account at any time
• We may suspend or terminate accounts that violate these terms
• Data export options are available upon termination
• Provisions that should survive termination will remain in effect

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Disputes shall be resolved exclusively in Ontario courts.

The Company is not liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, natural disasters, power or server failures, third-party service interruptions, labour disputes, war, riots, legislative changes, or governmental actions.

The Company reserves the right to subcontract any Services that the Company has agreed to perform for You.

The parties shall be deemed to be independent contractors in accordance with this Agreement.

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

For questions regarding these Terms, contact ToolSwift at info@toolswift.ca.