End User License Agreement

1. License to Use Crewscape

Subject to your compliance with this Agreement and payment of all applicable fees, Crewscape grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your active subscription for your internal business purposes.

Crewscape and its licensors retain all rights not expressly granted under this Agreement.

Your subscription provides access to Crewscape; it does not transfer ownership of the Crewscape software or any underlying technology to you.

2. Accounts and Authorized Users

You may permit employees, contractors, managers, administrators, or other authorized individuals to use Crewscape through your business account (“Authorized Users”).

You are responsible for:

• Maintaining accurate account information
• Controlling access to your account
• Assigning appropriate user permissions
• Maintaining the confidentiality of login credentials
• Activities performed through your account and Authorized Users
• Ensuring Authorized Users comply with this Agreement
• Promptly removing access for individuals who are no longer authorized

You must notify Crewscape promptly if you become aware of unauthorized access to your account or any suspected security breach.

3. Subscription and Fees

Certain Crewscape Services require a paid subscription.

You agree to pay all applicable subscription fees, taxes, and other charges associated with your account according to the pricing and billing terms presented when you subscribe.

Unless otherwise stated at the time of purchase, subscriptions may automatically renew until cancelled.

Crewscape may change its pricing or subscription structure from time to time. Any changes applicable to an existing subscription will be communicated in accordance with applicable law and any pricing commitments made to that customer.

4. Payment Failure and Account Suspension

You are responsible for maintaining a valid payment method for paid Services.

If a payment fails, becomes overdue, is disputed, or cannot be processed, Crewscape may attempt to collect payment again and may provide notice or a grace period.

If amounts remain unpaid, Crewscape reserves the right to restrict, suspend, or terminate access to some or all of the Services.

Suspension does not eliminate your obligation to pay amounts that became due before or during the suspension.

Where reasonably practicable, Crewscape will provide notice before suspending an account for non-payment.

5. Cancellation

You may cancel your Crewscape subscription in accordance with the cancellation options made available through your account or by contacting Crewscape.

Unless otherwise stated in your subscription terms, cancellation prevents future renewal but does not automatically provide a refund for amounts already paid.

Following cancellation or termination, access to some or all of the Services may end.

Customers are responsible for exporting or retaining any information they require before their access expires, subject to any data export functionality provided by Crewscape.

6. Customer Data

“Customer Data” means information, records, photographs, documents, customer information, employee information, job information, schedules, equipment records, invoices, estimates, time records, expenses, and other content submitted to or generated through your use of Crewscape.

As between you and Crewscape, you retain your rights in Customer Data.

You grant Crewscape a limited right to host, store, process, reproduce, transmit, display, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, support, and improve the Services and as otherwise permitted by this Agreement and our Privacy Policy.

You represent that you have the necessary rights, permissions, and lawful authority to provide Customer Data to Crewscape and allow us to process it.

7. Employee and Customer Information

Crewscape may allow you to store or process personal information relating to your employees, contractors, customers, property owners, tenants, or other individuals.

You are responsible for determining whether you are legally permitted to collect and process that information through Crewscape and for providing any notices or obtaining any consents required by applicable law.

Crewscape does not become the employer of your employees or contractors by providing the Services.

You remain solely responsible for employment, payroll, workplace, tax, scheduling, health and safety, and other obligations relating to your workforce.

8. QuickBooks and Third-Party Integrations

Crewscape may allow you to connect your account with third-party services, including QuickBooks Online.

By enabling an integration, you authorize Crewscape to exchange information with the applicable third-party service as necessary to provide the requested functionality.

You are responsible for ensuring that you have authority to connect the third-party account and transfer the applicable information.

Third-party services are operated independently from Crewscape and may be governed by separate agreements, privacy policies, fees, and availability requirements.

Crewscape does not control and is not responsible for the operation, availability, accuracy, security, changes, or discontinuation of third-party services.

Crewscape cannot guarantee that any third-party integration will remain available indefinitely.

9. Acceptable Use

You must not use Crewscape to:

• Violate applicable laws or regulations
• Infringe intellectual property, privacy, or other rights
• Upload malicious software or harmful code
• Attempt unauthorized access to Crewscape or another user's account
• Circumvent security or access controls
• Interfere with the operation or security of the Services
• Conduct automated scraping or extraction except where expressly authorized
• Use Crewscape for fraudulent or deceptive activity
• Misrepresent your identity or authority
• Use the Services in a manner that could materially damage Crewscape, our infrastructure, or other customers

Crewscape may investigate suspected violations and restrict or suspend access where reasonably necessary to protect the Services, customers, or third parties.

10. Restrictions on the Software

Except where expressly permitted by applicable law, you may not:

• Copy or reproduce Crewscape software
• Modify or create derivative works from the software
• Reverse engineer, decompile, or disassemble the software
• Attempt to discover source code or underlying proprietary technology
• Sell, sublicense, rent, lease, distribute, or commercially provide Crewscape to another party
• Remove proprietary notices or branding
• Circumvent technical restrictions
• Use Crewscape to develop or assist in developing a competing product through unauthorized access to our proprietary software or materials

Nothing in this Agreement restricts rights that cannot legally be restricted under applicable law.

11. Crewscape Intellectual Property

Crewscape Inc. owns or licenses the Services and associated intellectual property, including software, source code, object code, designs, interfaces, databases, workflows, graphics, branding, trademarks, documentation, and related technology.

Except for the limited license granted under this Agreement, no ownership rights in Crewscape are transferred to you.

12. Feedback

If you provide suggestions, ideas, recommendations, feature requests, or other feedback relating to Crewscape, you grant Crewscape permission to use that feedback without restriction or compensation to you.

You are not required to provide feedback.

13. Service Availability

Crewscape will make commercially reasonable efforts to provide reliable access to the Services.

However, Crewscape does not guarantee uninterrupted or error-free operation.

The Services may occasionally be unavailable because of maintenance, updates, infrastructure failures, internet disruptions, third-party outages, security incidents, circumstances beyond our reasonable control, or other technical issues.

Features may also be added, changed, improved, replaced, or discontinued as the platform evolves.

14. No Guarantee of Business Results

Crewscape provides software designed to assist businesses with operational and administrative activities.

Crewscape does not guarantee increased revenue, profitability, productivity, customer retention, route efficiency, employee performance, or any other specific business result.

You remain responsible for business decisions made using information provided through the Services.

15. Scheduling, Timekeeping and Operational Information

Crewscape may provide features relating to scheduling, employee timekeeping, job tracking, equipment records, maintenance, dispatching, expenses, and other operational activities.

These features are tools for managing information and are not substitutes for professional accounting, legal, employment, tax, safety, mechanical, or other professional advice.

You are responsible for verifying information before relying on it for payroll, invoicing, tax reporting, equipment maintenance, employee compensation, regulatory compliance, or other material business decisions.

16. Data Accuracy

Crewscape relies in part on information entered by users and information received from third-party integrations.

Crewscape does not guarantee that Customer Data, synchronized information, calculations, schedules, reports, routes, invoices, estimates, time records, or other information will always be complete or error-free.

You are responsible for reviewing and verifying material business information.

17. Updates

Crewscape may update the Services from time to time to introduce new features, improve functionality, address security issues, fix errors, or maintain compatibility.

Some updates may be required for continued use of the Services.

18. Privacy

Your use of Crewscape is also subject to the Crewscape Privacy Policy.

The Privacy Policy describes how Crewscape collects, uses, stores, processes, and discloses personal information.

19. Confidentiality

Each party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable measures to protect confidential information and to use it only for purposes related to the Services or the parties' business relationship.

Confidential information does not include information that is publicly available through no breach of this Agreement, independently developed without use of confidential information, or lawfully received from another source without confidentiality obligations.

20. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis.

Crewscape disclaims warranties and conditions not expressly stated in this Agreement, whether express, implied, statutory, or otherwise, including implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement, to the extent such disclaimers are permitted by applicable law.

Nothing in this Agreement excludes warranties or rights that cannot legally be excluded.

21. Limitation of Liability

To the maximum extent permitted by applicable law, Crewscape Inc. will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, business opportunities, goodwill, or data arising from or relating to your use of the Services.

To the maximum extent permitted by applicable law, Crewscape Inc.'s aggregate liability arising from or relating to the Services or this Agreement will not exceed the fees actually paid by you to Crewscape during the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory on which a claim is based, subject to any liability that cannot legally be limited or excluded.

22. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless Crewscape Inc. and its directors, officers, employees, contractors, and affiliates from third-party claims, damages, liabilities, costs, and reasonable legal expenses arising from:

• Your unlawful use of the Services
• Customer Data you provide
• Your violation of this Agreement
• Your violation of applicable law
• Your infringement of another person's rights
• Actions of your Authorized Users

This section does not require indemnification to the extent a claim results from Crewscape's own conduct for which liability cannot lawfully be excluded.

23. Suspension and Termination

Crewscape may suspend or terminate access to the Services where reasonably necessary because of:

• Non-payment
• Material breach of this Agreement
• Fraudulent or unlawful activity
• Security risks
• Abuse of the Services
• Threats to Crewscape's systems or other users
• Legal or regulatory requirements

Where appropriate, Crewscape may provide an opportunity to remedy the issue before termination.

Upon termination, your license to access and use the Services ends.

Sections that by their nature should survive termination, including intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute provisions, will continue to apply.

24. Changes to this Agreement

Crewscape may update this Agreement periodically as our Services, business practices, or legal obligations change.

The updated Agreement will display a revised “Last Updated” date.

Where required by law or where changes are material, Crewscape may provide additional notice.

Continued use of the Services after an updated Agreement becomes effective constitutes acceptance to the extent permitted by applicable law.

25. Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

Subject to applicable law, the parties agree that disputes arising from this Agreement or the Services will be brought before the courts located in Ontario, Canada.

26. Entire Agreement

This Agreement, together with the Crewscape Privacy Policy, applicable subscription terms, and any other agreement expressly incorporated by reference, constitutes the agreement between you and Crewscape regarding your use of the Services.

If any provision is determined to be unenforceable, the remaining provisions will continue in effect.

Crewscape's failure to enforce a provision does not constitute a waiver of that provision.

27. Contact Information

Questions regarding this Agreement may be directed to:

Crewscape Inc. Email: founders@crewscape.com Canada