Introduction

Thank you for choosing SafeBatch (“Service”). SafeBatch is owned and operated by Blue Kestrel Corp. (“Company,” “we,” “us,” or “our”), located at 1407-150 East Liberty St., Toronto, ON M6K 3R5, Canada. We provide a software-as-a-service (SaaS) platform designed to help users document and track food safety processes and compliance requirements. These Terms of Service (the “Terms”) govern your access to and use of our website and any related software, services, or applications (collectively, the “Platform”).
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By signing up for an account, accessing, or using the Platform, you (“User,” “you,” or “your”) agree to be bound by these Terms and all policies referenced herein. If you do not agree, you should not use our Platform.

1. Definitions

1. “Account”: The credentials you use to access the Platform.
2. “Authorized Users”: Individuals within your organization or those you authorize to use the Platform under your Account.
3. “Confidential Information”: Any non-public information disclosed by one party to the other, marked or designated as confidential or that reasonably should be understood to be confidential.
4. “Documentation”: Any manuals, instructions, or other documents that explain how to use or configure the Platform.

2. Acceptance of Terms and Eligibility

1. Binding Agreement: These Terms form a legally binding contract between you and Blue Kestrel Corp. If you are using the Platform on behalf of an organization, you represent that you have the authority to bind that organization.
2. Eligibility: You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Platform.

3. Subscription, “Unlimited” Usage, and License Grant

1. Subscription: Subject to your compliance with these Terms and payment of applicable fees, you are granted a non-exclusive, non-transferable, revocable right to access and use the Platform during your subscription term.
2. “Unlimited” Usage: Certain subscription plans may advertise “Unlimited” usage. For the purposes of these plans, “Unlimited” is defined as:
   • Up to 1000 members
   • Up to 1000 products
   • Up to 10,000 routines
   Should your usage exceed these thresholds, we reserve the right to require you to upgrade to a higher tier or otherwise modify your subscription to ensure compliance with our usage parameters.
3. License Restrictions: You agree not to:
   • Modify, reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform (except where such restrictions are prohibited by law).
   • Use the Platform to build a competitive product or service or replicate its features.
4. Authorized Users: You are responsible for all activities of your Authorized Users and must ensure they comply with these Terms.

4. Fees and Payment

1. Subscription Fees: You agree to pay all fees as listed in your order form or on our website, in the specified currency, without deduction or offset.
2. Billing Cycle: Subscription fees are billed in advance (monthly or annually) unless otherwise specified. If your subscription renews automatically, you authorize us to charge the same payment method for each renewal.
3. Late Payments: If payment is not received by the due date, we reserve the right to suspend or terminate your access to the Platform and charge any applicable late fees or interest.

5. Data and Privacy

1. Data Ownership: You retain all rights to the data you submit or collect through the Platform (“User Data”).
2. License to Company: You grant us a worldwide, limited license to host, copy, and process your User Data solely for the purpose of providing the Platform and related services to you.
3. Compliance with Data Protection Laws: You are responsible for ensuring that your collection and use of User Data complies with applicable data protection laws. We maintain administrative, technical, and physical safeguards to protect User Data in accordance with our Privacy Policy.
4. Aggregated/Anonymized Data: We may collect and use aggregated or anonymized data for analytics and improvements to the Platform, provided that such data cannot identify you or your Authorized Users.

6. Intellectual Property Rights

1. Ownership: All rights, title, and interest in and to the Platform (including source code, algorithms, user interfaces, know-how, and Documentation) remain the exclusive property of Blue Kestrel Corp.
2. Feedback: If you provide suggestions or feedback regarding the Platform, you grant us a worldwide, royalty-free, perpetual, irrevocable license to use and incorporate your feedback into our products and services.

7. Confidentiality

1. Obligations: Each party agrees to use the other party’s Confidential Information solely for the purpose of fulfilling its obligations under these Terms. Neither party shall disclose Confidential Information to any third party except to employees or contractors who have a need to know and are bound by confidentiality obligations.
2. Exceptions: Confidential Information does not include information that:
   • Becomes publicly available without breach of these Terms.
   • Is already lawfully in the receiving party’s possession.
   • Is independently developed without reference to the disclosing party’s Confidential Information.
   • Is required to be disclosed by law or court order.

8. User Responsibilities

1. Compliance: You must use the Platform in compliance with all applicable local, provincial/state, national, and international laws and regulations, including food safety and data protection laws.
2. Account Security: You are responsible for maintaining the confidentiality of your login credentials and for any activities that occur under your Account.
3. Acceptable Use: You shall not:
   • Use the Platform for unlawful, fraudulent, or malicious activities.
   • Transmit viruses, malware, or other harmful material.
   • Interfere with or disrupt the integrity or performance of the Platform or the data contained therein.

9. Disclaimer of Warranties

1. “As Is” Basis: THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
2. Food Safety Compliance: SafeBatch is designed to assist with tracking and documentation but does not replace professional judgment or regulatory obligations. You are solely responsible for adhering to applicable laws and standards. We do not warrant that use of the Platform will ensure compliance with any laws, regulations, or guidelines.

10. Limitation of Liability

1. Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES.
2. Cap on Liability: EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

1. By You: You agree to indemnify, defend, and hold harmless Blue Kestrel Corp. and its affiliates from any third-party claim arising out of or related to (a) your misuse of the Platform, (b) your violation of these Terms, or (c) your breach of any applicable law or regulation.
2. By Us: We will defend you against any claim that the Platform, when used according to these Terms, infringes a valid third-party intellectual property right, and will pay any final judgment or settlement. If the Platform becomes, or is likely to become, subject to such a claim, we may (at our option) modify the Platform, replace it, or terminate your access and provide a prorated refund of prepaid fees for the unused portion of your subscription term.

12. Termination

1. Termination by User: You may cancel your subscription at any time. Unless otherwise specified, you will not receive a refund of any prepaid fees.
2. Termination by Company: We reserve the right to terminate or suspend your access to the Platform for any reason, at our sole discretion, including (but not limited to) your violation of these Terms or suspected fraudulent activity.
3. Termination for Cause: Either party may terminate these Terms immediately if the other party materially breaches and fails to cure such breach within thirty (30) days of receiving written notice.
4. Effect of Termination: Upon termination, your right to use the Platform immediately ceases. You may have a limited period (as specified in your service order or requested in writing) to retrieve your data.

13. Modifications to the Terms

1. We reserve the right to modify these Terms at any time. If we make material changes, we will provide notice through the Platform or via email. By continuing to use the Platform after the revised Terms become effective, you agree to be bound by them.

14. Dispute Resolution and Governing Law

1. Governing Law: These Terms are governed by and construed in accordance with the laws of Ontario, Canada, without regard to conflict-of-laws principles.
2. Venue: Any dispute arising out of or in connection with these Terms shall be brought in the courts of Ontario, Canada, and each party submits to the exclusive jurisdiction of those courts.
3. Injunctive Relief: Nothing in these Terms prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent or restrain a breach of these Terms.

15. General Provisions

1. Entire Agreement: These Terms (along with any referenced service orders and policies) constitute the entire agreement between you and Blue Kestrel Corp. and supersede all prior agreements.
2. Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
3. Severability: If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
4. Waiver: No waiver of any term shall be deemed a further or continuing waiver of that or any other term.
5. Notices: We may send you notices by email to the address provided in your Account or by posting on the Platform. You may send notices to us at 1407-150 East Liberty St., Toronto, ON M6K 3R5, Canada, or via email at mike@safebatch.com.

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