Terms and Conditions

Last Updated: November 1, 2024

These Terms and Conditions ("Terms") govern your use of the Canada Dev Academy website at canadadevacademy.com ("Website") and the software development services ("Services") provided by Canada Dev Academy Inc. ("Company," "we," "us," or "our"). By accessing our Website or using our Services, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

1. Acceptance of Terms

By accessing or using our Website or Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Website or Services.

We reserve the right to modify these Terms at any time. Changes will be effective when posted on our Website. Your continued use of our Website or Services after changes are posted constitutes acceptance of the modified Terms.

2. Description of Services

Canada Dev Academy provides custom software development services specializing in solutions for the automotive industry, including but not limited to:

The specific Services to be provided will be detailed in a Statement of Work (SOW) or Service Agreement agreed upon by both parties.

3. Service Agreements

Prior to commencing any project, the parties will execute a Statement of Work or Service Agreement that specifies:

In the event of conflict between these Terms and a signed Service Agreement, the Service Agreement shall prevail for that specific engagement.

4. Client Responsibilities

To enable us to provide our Services effectively, you agree to:

Delays or failures resulting from your failure to meet these responsibilities may result in timeline extensions and additional charges.

5. Intellectual Property Rights

5.1 Ownership of Deliverables

Upon full payment of all fees due, you will own all rights to custom code and materials specifically created for your project ("Custom Deliverables"), except for Pre-existing Materials and Third-Party Materials as defined below.

5.2 Pre-existing Materials

We retain all rights to our pre-existing intellectual property, including frameworks, libraries, tools, methodologies, and code developed prior to or independently of your project ("Pre-existing Materials"). We grant you a non-exclusive, perpetual, royalty-free license to use Pre-existing Materials incorporated into your deliverables solely in connection with your project.

5.3 Third-Party Materials

Your project may incorporate open-source software, third-party libraries, or licensed materials ("Third-Party Materials"). Your use of Third-Party Materials is subject to the applicable third-party licenses. We will notify you of significant Third-Party Materials and their licensing terms.

5.4 Portfolio Rights

Unless otherwise agreed in writing, we retain the right to display general descriptions and non-confidential visual representations of your project in our portfolio, marketing materials, and case studies.

6. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not be disclosed to third parties or used for any purpose other than performing under these Terms without prior written consent.

These confidentiality obligations do not apply to information that:

7. Payment Terms

Payment terms will be specified in your Service Agreement. Our standard terms include:

All fees are quoted in Canadian Dollars (CAD) unless otherwise specified. Fees do not include applicable taxes, which will be added to invoices as required.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

8.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that our systems are free of viruses or other harmful components.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

These limitations apply regardless of whether we have been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

10. Indemnification

You agree to indemnify, defend, and hold harmless Canada Dev Academy and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

11. Term and Termination

These Terms remain in effect until terminated. Either party may terminate a Service Agreement:

Upon termination, you shall pay all fees due for Services performed through the termination date. Sections concerning confidentiality, intellectual property, indemnification, limitation of liability, and governing law shall survive termination.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising under these Terms shall first be subject to good faith negotiation between the parties. If negotiation fails, the parties agree to participate in mediation before an agreed-upon mediator in Toronto, Ontario. If mediation fails, disputes shall be resolved through binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario).

13. General Provisions

14. Contact Information

For questions about these Terms and Conditions, please contact us:

Canada Dev Academy Inc.
200 Bay Street, Suite 3600
Toronto, ON M5J 2J2
Canada

Email: [email protected]
Phone: +1 (416) 847-2936