Terms of service
These terms are an agreement between Quateria Inc., a corporation incorporated under the laws of Ontario or Canada, with its registered office at registered office address (";we", "us"), and the organization that subscribes to OBMr ("Customer", "you"). The person accepting these terms confirms they have authority to bind the Customer.
1. The service
1.1 OBMr is a web application for organizational behaviour management: people records, supervision, measurement of work behaviour, interventions, feedback and related tools (the "Service").
1.2 The demo at /demo/ is sample software with fictional data. It is provided as is, keeps data only in the visitor's browser, and must not be used with real information.
1.3 We may improve and change the Service. We will not remove a core feature you are paying for during your current term without giving you at least 60 days' notice and the option to end with a refund of prepaid fees for the remaining term.
2. Accounts
2.1 You decide who gets access, and you are responsible for what your users do in the Service and for keeping their roles accurate.
2.2 Administrators and HR users must use two-step sign-in. You will promptly remove access for people who leave your organization.
2.3 Your users must follow the acceptable use policy.
3. Plans, fees and taxes
3.1 Plans and prices are shown on our pricing page when you subscribe. The Free plan covers up to 5 employees. Paid plans are billed per active employee, monthly or yearly in advance.
3.2 Fees are in Canadian dollars and exclude taxes. We will add applicable sales taxes, including HST.
3.3 We may change prices from your next renewal by giving at least 30 days' notice.
3.4 If a payment is more than 15 days late we may, after written notice, suspend access until it is paid. Suspension does not delete your data.
4. Term, renewal and cancellation
4.1 Subscriptions renew automatically for the same period unless either party cancels before the renewal date.
4.2 You can cancel at any time. Cancellation takes effect at the end of the paid period. Fees already paid are not refunded, except where these terms say otherwise.
4.3 Either party may end this agreement if the other materially breaches it and does not fix the breach within 30 days of written notice.
4.4 After the agreement ends you have 30 days to request an export of your data, and we erase it within 90 days, as set out in the customer data export and deletion policy.
5. Your data
5.1 You own the information you and your users put into the Service ("Customer Data"). You give us permission to process it only to provide, secure and support the Service, and as the law requires.
5.2 You are responsible for having a lawful basis to collect Customer Data, for telling your staff what is recorded, including any electronic monitoring policy the law requires, and for the accuracy of what is entered.
5.3 You will not put health information about your clients or patients, or other information the acceptable use policy forbids, into the Service. The Service is not designed for it and we do not sign business associate agreements.
5.4 Our data processing agreement forms part of these terms and governs how we handle Customer Data. If they conflict on data protection, the data processing agreement wins.
5.5 We do not sell Customer Data, use it for advertising, or use it to train AI models.
6. Employment decisions
The Service records and summarizes; it does not decide. You are responsible for every decision you make about people, and for making those decisions fairly, lawfully and with human judgement. Nothing in the Service is legal, clinical or human resources advice.
7. Intellectual property
Our intellectual property terms form part of these terms. In short: you own your data, we own the Service, and feedback you choose to give us we may use freely.
8. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only for this agreement, and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public through no fault of the receiver, already known to it, independently developed, or rightly received from someone else. A party may disclose information when the law requires it, after notifying the other party if allowed.
9. Availability and support
Our service level agreement sets out availability and support for paid plans. The Free plan is provided without a service level commitment.
10. Warranties
10.1 We will provide the Service with reasonable skill and care and in line with our security policy.
10.2 Except as stated in these terms, the Service is provided without other warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows.
11. Indemnities
11.1 We will defend you against a third-party claim that the Service infringes their intellectual property rights, and pay damages a court awards or a settlement we agree to. This does not apply to claims caused by Customer Data, your changes, or use against these terms. If such a claim happens we may modify the Service, get you a licence, or end the subscription and refund prepaid fees for the remaining term.
11.2 You will defend us against third-party claims arising from Customer Data or from your use of the Service against these terms or the law, including claims by your staff about decisions you made.
11.3 The indemnified party must notify promptly, let the other party control the defence, and cooperate reasonably.
12. Limits of liability
12.1 Neither party is liable for indirect, consequential, special or punitive damages, or for lost profits or revenue, even if told they were possible.
12.2 Each party's total liability under this agreement is limited to the fees you paid in the 12 months before the event giving rise to the claim, or CAD 1,000 if that is greater.
12.3 These limits do not apply to your payment obligations, to either party's indemnity obligations, to breach of confidentiality or data protection obligations up to three times the amount in 12.2, or to liability that cannot be limited by law.
13. Suspension
We may suspend access immediately if needed to stop a security threat, serious harm to others, or unlawful use. We will tell you why and restore access as soon as the problem is resolved.
14. General
14.1 Law and courts. These terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there. The courts in Toronto, Ontario have exclusive jurisdiction.
14.2 Notices. Notices to us go to legal@obmr.app. Notices to you go to your account contact's email address.
14.3 Changes to these terms. We will give 30 days' notice of material changes. If you do not agree, you may cancel before they take effect and receive a refund of prepaid fees for the remaining term.
14.4 Assignment. Neither party may assign this agreement without consent, except to a successor of its business that agrees to be bound.
14.5 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
14.6 Whole agreement. These terms, together with the documents they link to and any order form, are the whole agreement. If an order form signed by both parties conflicts with these terms, the order form wins.
14.7 Language. The parties have asked that this agreement be drawn up in English. Les parties ont exigé que cette convention soit rédigée en anglais.